Rightmove plc
2 Caldecotte Lake
Business Park
Caldecotte Lake Drive
Milton Keynes
MK7 8LE
Registered in England no. 6426485
Annual Report 2021
Explore the life that could be...Rightmove...
Rightmove plc Annual Report 2021
Designed and produced by The Team www.theteam.co.uk
Rightmove’s purpose is to make
home moving easier in the UK
We do this by creating a simpler and
more ecient property marketplace
Rightmove is the UK’s number one property portal
Contents
Strategic report
1 Highlights
2 Chair’s statement
4 Chief Executive’s review
5 Our strategy
20 Business model
22 Key performance
indicators
24 Financial review
28 Risk management
29 Principal risks and
uncertainties
33 Going concern and
viability statement
34 Section 172 – Working
with our stakeholders
38 Sustainability report
Governance
62 Corporate governance
report
65 Directorsandocers
72 Audit Committee report
81 Nomination Committee
report
84 Directors’ remuneration
report
103 Directors’ report
106 Directors’
responsibilities
statement
107 Auditor’s report
Financial statements
114 Consolidated
statement of
comprehensive income
115 Consolidated
statementofnancial
position
116 Company statement
ofnancialposition
117 Consolidated
statement of
cashows
118 Company statement
ofcashows
119 Consolidated
statement of changes
in shareholders’ equity
120 Company statement
of changes in
shareholders’ equity
121 Notes forming part of
thenancialstatements
156 Advisers and
shareholder information
Rightmove plc | Annual Report 2021 | 1
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
“ Our ambition to make home moving easier in the UK is undiminished and drives our everyday
business and longer-term strategy, and I’m excited about our plans to use our industry-leading
platform to digitise more of the home moving journey.”
Peter Brooks-Johnson Chief Executive Ocer
Strategic report | Highlights
Financial highlights
Operational highlights
(1) Underlying operating prot is dened as operating prot before share-based payments charges (including the related National Insurance).
(2) Underlying EPS is dened as underlying prot (prot 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.
Revenue
Revenue of £304.9m (2020 £205.7m) up 48%
compared to 2020. Revenue up 5% compared
to 2019 (2019: £289.3m) reecting the growth
in both customer spending and ARPA
+48%
Customer numbers
Membership numbers down 1% to 18,969
compared to 2020 (2020: 19,197) with 1% more
Agency branches and 13% fewer New Homes
developments. Compared to 2019, membership
numbers down 4% (2019: 19,809) with 1% fewer
Agency branches and 17% fewer New Homes
developments
18,969
Cash returned to shareholders
Cash returned to shareholders through share
buybacks and dividends totalled £238.8m
(2020: £30.1m; 2019: £148.5m). Interim dividend
of 3.0p and nal dividend of 4.8p (2020: nil and
4.5p; 2019: 2.8p and nil). Total dividend for 2021
of 7.8p (2020: 4.5p; 2019: 2.8p)
£
238.8m
Trac – time on site
(4)
Time on site up 15% over the year at 18.3bn
minutes
(4)
and up 51% compared to 2019
(2020: 15.9bn; 2019: 12.1bn)
18.3 billion
Underlying operating prot
(1)
Underlying operating prot
(1)
£231.0m
up 68% compared to 2020 and up 5% compared
to 2019 (2020: £137.5m; 2019: £219.7m)
+68%
Properties advertised
Over 692,000 UK residential properties
advertised on Rightmove (2020: 1.0 million;
2019: 0.9 million), more than anywhere else
in the UK
692,000
Operating prot
Operating prot of £226.1m up 67% compared
to 2020 and up 6% compared to 2019
(2020: 135.1m; 2019: £213.7m)
+67%
Employee engagement
89% of employee respondents think that
Rightmove is a great place to work
(2020: 93%: 2019: 81%)
89%
Underlying earnings per share
(2)
Underlying earnings per share
(2)
of 21.8p
up 70% on 2020 and up 7% on 2019
(2020: 12.8p; 2019: 20.3p)
+70%
Trac – visits
Site visits up over 19% compared to 2020
to 2.5 billion
(4)
and up 56% from 2019
(2020: 2.1 billion; 2019: 1.6 billion)
+19%
Basic earnings per share
Basic EPS of 21.3p up 69% on 2020 and up 9%
on 2019 (2020: 12.6p; 2019: 19.6p)
+69%
Average Revenue Per Advertiser
(3)
Average revenue per advertiser (ARPA)
(3)
up 53% compared to 2020 and up 9%
compared to 2019 (2020: £778; 2019: £1,088)
£
1,189
(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.
2 | Rightmove plc | Annual Report 2021
Returns to shareholders and dividend
In keeping with our policy of returning free cash to our
shareholders, £238.8m (2020: £30.1m) was returned through
the share buyback programme, which resumed in March,
and dividend payments were made in May and October.
The Board remains condent in our ability to deliver sustainable
returns to shareholders and is recommending a nal dividend
of 4.8p per share for 2021 (2020: 4.5p). The nal dividend
will be paid, subject to shareholder approval, on 27 May 2022.
The share buyback programme, which paused for the Closed
Period from 1 January, will resume in March 2022.
Board priorities and governance
There have been no changes to the Board or Committee
membership during the year.
In 2021, the Board has focused on augmenting the senior
leadership team, investing in our core business and in two key
strategies aimed at improving tenants' rental journeys and
providing home buyers with an eective digital journey towards
selecting a mortgage.
In corporate governance, we aim to be best in class and have
established a Corporate Responsibility Committee to oversee
the Group’s Environmental, Social and Governance (ESG)
strategy. The Audit Committee has overseen the competitive
tender for the new external auditor and proposed the
appointment of EY LLP to replace KPMG LLP, which the
Board has recommended for shareholder approval at our
AGM in May. The Group Risk Committee has supported the
Audit Committee’s work, notably recommending a new
comprehensive Risk Management Framework which will be
fully implemented in 2022 (see the Corporate Governance
Report and Risk Management section for details).
It is my pleasure to present Rightmove’s results for the year
ended 31 December 2021. Rightmove celebrated its 21
st
Birthday in 2021 and we are delighted our results demonstrate
the resilience of the Group’s business model, the return to
more normal operating conditions and continuity of growth
from 2019, looking through the disruption of 2020.
2021 has been the busiest year in Rightmove’s history, with
record numbers of home hunters spending over 18 billion
minutes on our platforms. The UK property market has seen
extraordinary activity this year with over 1.4m transactions,
fuelling an increase of 4.6% in average house prices. The
strong market has presented opportunities and pressures
for our customers and our business, and I am proud that our
teams have delivered great service to our customers and
home hunters during the year.
In September, we were able to hold a Group-wide employee
day, bringing all our teams together after 18 months of remote
working, with many new team members experiencing for the
rst time the enjoyment of ‘all being in it together’ and able to
meet new colleagues for the rst time. Our workforce has
grown by 12%, with over one-third joining during lockdown,
and bringing people together has been extremely important
to us.
Financial Results
The Group’s results reect the strength of our business model
and core value proposition, delivering underlying operating
prot
(1)
of £231.0m (2020: £137.5m) and operating prot
of £226.1m (2020: £135.1m) from revenue of £304.9m
(2020: £205.7m). Underlying earnings per share
(2)
was 21.8p
(2020: 12.8p) and basic earnings per share 21.3p (2020:12.6p).
Our cash
(3)
position at the year-end was £48.0m (2020: £96.7m),
having returned all surplus cash to shareholders.
Strategic report | Chair’s statement
Following a year of strong recovery and a return
to the growth trajectory our stakeholders expect,
we are condent that our investment in
technology and people will uphold Rightmove’s
position as the UK’s number one property portal.
Andrew Fisher Chair
Rightmove plc | Annual Report 2021 | 3
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
I am pleased to report that the comprehensive set of ESG
initiatives and performance targets set by the Board in 2020
have enhanced our approach and oversight of environmental
risks, employee welfare and governance (see the Sustainability
Report for details). This year we are able to report under the
recommendations of the Taskforce for Climate-related
Financial Disclosures and submit our environmental targets
to the Science Based Targets initiative. We continue to make
progress on the Social side of ESG, with support for our
employees and the communities in which our oces are
based. We have also made a signicant increase in our
charitable giving programme this year, and aim to continue
to do so in the coming year.
Looking ahead
We fully appreciate the talent and dedication of our teams and
on behalf of the Board, I would like to thank all our employees
for their outstanding eorts in delivering such strong results in
another challenging year and for serving our customers and
consumers so well.
Following a year of strong recovery and a return to the growth
trajectory our stakeholders expect, we are condent that our
investment in technology and people will uphold Rightmove’s
position as the UK’s number one property portal. We are
committed to investing in our core business, to providing the
premium service that our customers expect and the truly
compelling consumer experience homehunters know and
love, in addition to pursuing our complementary new strategies.
I am looking forward to working with our teams in 2022 as
we continue to invest in the long-term sustainability of our
business and to create more value for all our stakeholders.
Andrew Fisher
Chair
25 February 2022
(1) Underlying Operating Prot is dened as operating prot before share-based
payments charges (including the related National Insurance)
(2) Underlying EPS is dened as underlying prot (prot 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
4 | Rightmove plc | Annual Report 2021
Strategic report | Chief Executive’s review
The robustness of the Rightmove model and the value of our
service are underlined by the overall record ARPA growth of
£411 (53%) in the year (a 9% increase from 2019), despite the
headwinds generated by the stock-constrained market in
2021. The actions taken to support our customers through
discounts, training and other support during 2020 have made
Rightmove a stronger business. Revenue in 2021 was 5%
higher than 2019 at £304.9m, with strong momentum
carried into 2022.
While the core property marketing proposition continues to go
from strength to strength, Rightmove’s long standing ability to
build smaller businesses which leverage and support the core
business continues to drive growth. In 2021 these businesses
– Commercial property, Data Services, Overseas property,
Third Party Advertising and the early-stage Tenant Services
and Mortgages businesses grew by 30% to contribute £31.9m
(2020: £24.6m).
Our preparation for agile remote working at the start of 2020
means our teams have been able to continue to innovate at
pace. During 2021, the team released countless improvements
to the platform for consumers and four signicant new
products, which are already generating revenue. Our focus
remains steadfastly on making home moving easier in the UK,
with progress also on our longer-term initiatives within Tenant
Services and Mortgages. Whilst both initiatives are early in their
revenue growth, we have experimented with and implemented
many features which have yielded signicant learnings both in
our ability to make the process easier for home movers, and
more ecient for our customers.
I am immensely proud that we have worked with our
customers to help homehunters in the busiest UK property
market since 2007
(1)
, despite the ongoing challenges of the
pandemic. The eciency of the 2021 housing market is
testament to the resilience of the thousands of people who
work in the UK property industry and the benets that a digital
market can bring. Rightmove’s sense of common purpose is
stronger than ever, with 89% of our people responding to the
annual ‘Have Your Say’ survey, agreeing that Rightmove is a
great place to work.
The past two years have demonstrated the trust Britain’s
homemovers place in Rightmove, not only as the place to nd
their next home but as the most reliable source of information
about the housing market. The pandemic encouraged many
to reconsider what they wanted from their home, leading to a
busy property market during 2021. This strong market, and
Rightmove’s place at the heart of it, led to record levels of
engagement with our platforms; homehunters spent over
18billion minutes on our platforms searching for a new home
or location and considered new possibilities, 15% higher than
any previous year. This record trac extended Rightmove’s
share of audience time compared to other property portals.
The increased levels of buyer demand created a consequent
reduction in the number of properties available for sale.
The healthy transaction numbers and lack of available
stock encouraged many agents to invest more heavily in
Rightmove products to ensure they could drive their
businesses forward by winning those instructions which
were available. The record growth of average revenue per
advertiser (ARPA) to £1,189 is testament to the trust our
agent customers place in the Rightmove marketing
products to help them to grow their businesses.
The lack of new stock saw fewer new entrants to the agency
industry than in previous years and made existing agencies
equally cautious about expanding their branch networks.
However, our record agent retention rate of over 91% drove
a 1% increase in total agency membership, despite the low
number of new agency joiners.
Although our number of developer customers remained
stable, the imbalance between supply and demand and the
impact of Covid on construction rates saw the number of New
Homes developments listed on Rightmove fall by nearly 6%
during 2021, with many developers having already sold all their
projected H1 2022 completions by the end of 2021. This lack
of stock to sell reduced developers’ marketing needs, with
spend dropping across various media platforms. Against this
background, the 2% growth in ARPA from New Homes
developers is testament to the strength of the new products
released in the year – Advanced Development Listings and
Native Search Adverts.
Over the past 21 years Rightmove, along with
thousands of our customers, has changed the way
that Britain searches and researches property.
Peter Brooks-Johnson Chief Executive Ocer
Rightmove plc | Annual Report 2021 | 5
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Explore the life that could be...
Strategic report | Our strategy
Strategic report
Rightmove’s purpose is to make
home moving easier in the UK
Our strategy
Our ambition to make home moving easier in the UK is undiminished and drives our every-
day business and longer-term strategy, and we plan to use our industry leading platform to
digitise more of the home moving journey.
In 2021, we maintained our culture of continuous improvement and innovation to make
home moving easier and to make our platforms a compelling experience for our users.
Rightmove plc | Annual Report 2021 | 5
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
1 Consumers
The place
homehunters turn
to and return to rst
Page 6
2 Customers
Unrivalled returns for
our customers through
digital marketing
solutions and insight
Page 8
3 Innovation
Innovating to make
the home moving
process more ecient
by being more digital
Page 10
4 Environment
Doing the right thing
underpins our culture
Page 12
5 Great teams
Build great teams
Page 14
6 | Rightmove plc | Annual Report 2021
Strategic report | Our strategy continued
6 | Rightmove plc | Annual Report 2021
1 Our consumers
Rightmove’s place at the heart of home moving in the UK
has been hard won and our audience has high expectations
of the technology and quality of the services we oer.
The place homehunters
turn to and return to rst
18
billion minutes
Homehunters spent over
18 billion
(2)
minutes on our
platforms searching for
a new home or location
and considered new
possibilities
2.5
billion visits
In 2021, consumers made
over 2.5 billion
(2)
visits to
our platforms
Rightmove plc | Annual Report 2021 | 7
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Best property website...
Explore the life that could be
The changes in working practices over
the last two years have allowed people
to rethink how and where they work, and
live. Our ‘Where can I live?’ tool helps
home hunters nd their perfect location
Rightmove plc | Annual Report 2021 | 7
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
8 | Rightmove plc | Annual Report 2021
Strategic report | Our strategy continued
8 | Rightmove plc | Annual Report 2021
2 Our customers
Our objectives are to help our customers to save time,
grow their market share, market more eectively and
create new revenue streams.
Unrivalled returns for
our customers
65
million
We delivered a record
65 million property-
specic leads to our
customers
14
million
The Best Price Guide was
used over 14 million times
in 2021
Rightmove plc | Annual Report 2021 | 9
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Creating opportunities to grow
Helping to generate more opportunities
to win instructions cost eectively and
providing a market-leading professional
training programme are invaluable tools
for our customers
Best support for agents...
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 9
10 | Rightmove plc | Annual Report 2021
Strategic report | Our strategy continued
10 | Rightmove plc | Annual Report 2021 10 | Rightmove plc | Annual Report 2021
3 Innovation
Rightmove has played a signicant role in digitising the
property search market in the UK. We believe that, by using
the power of technology to improve the journey from
searching for a home to being ready to transact on it, we
can create a simpler and more ecient marketplace.
Innovating to make the
home moving process
more ecient
20%
more software
releases
Accelerating the pace of
new releases, with over
20% more software
releases in 2021
Rightmove plc | Annual Report 2021 | 11
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
A restless drive for improvement
Rightmove is continually developing new ways to
help our customers and homemovers meet the
challenges of the future, whether growing their
businesses or moving for a new job, a growing
family or retirement
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 11Rightmove plc | Annual Report 2021 | 11
Most innovative property platform...
Strategic report | Our strategy continued
12 | Rightmove plc | Annual Report 2021 12 | Rightmove plc | Annual Report 2021
4 Environment
A force for good in the UK’s drive to reduce carbon
emissions and making a dierence in the communities in
which we operate.
A force for good in the
UK’s drive to reduce
carbon emissions
Net Zero
Science based targets
set to achieve Net Zero
in our direct operations
by 2030
35%
increased engagement
Highlighting the Energy
Performance Certicate
(EPC) on each property
increased home hunter
engagement with EPCs
by 35%
A sustainable future...
Securing a place in the future
We will use the reach of our platforms to drive the
UK’s ‘net zero’ agenda, by digitising home moving
in the UK and helping consumers to understand the
options and benets of making their homes more
energy ecient
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 13Rightmove plc | Annual Report 2021 | 13
14 | Rightmove plc | Annual Report 2021
Strategic report | Our strategy continued
14 | Rightmove plc | Annual Report 2021
5 Great teams
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.
One highly connected,
collaborative team
89%
great place to work
89% of employee
respondents agree that
Rightmove is a great
place to work and are
proud to tell people
that they work here
Rightmove plc | Annual Report 2021 | 15
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Our people dene Rightmove and
create a culture where everyone
matters and knows that their ideas
will be explored and views respected
Best people in the business...
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 15
16 | Rightmove plc | Annual Report 2021
Strategic report | Chief Executive’s review continued
of over 58m properties, an increase of 21% on 2020. As many
home hunters reassessed their accommodation requirements
and commute times during the pandemic, the use of our Where
Can I Live? tool increased by 22% in 2021, compared to 2020.
We value our role as a trusted source of housing market
knowledge for UK home hunters and send our consumer
email to an average of ve million consumers every week.
Rightmove’s unique property demand data, analytical
capabilities and access to real-time search and sales patterns
provides valuable insights and commentary on property and
home moving trends. Our House Price Index is the most
accurate leading indicator of house prices in the UK, based
on 95% of newly advertised properties in the UK.
Our continuous investment in building our brand and the
popularity of our website and apps means that 84% of visits to
our platforms are direct visits, initiated either by consumers
going directly to our site or launching our app. We have again
focused on search engine optimisation and consumer
engagement, understanding that the behaviour of our
audience is always evolving.
Unrivalled returns for our customers through
digital marketing solutions and insight
Our objectives are to help our customers to save time, grow
their market share, market more eectively and create new
revenue streams. We achieve this by giving our customers
access to the largest possible home moving audience, helping
them to win more business, and by providing them with a range
of digital services and information.
While we are proud of the extended product suite we oer,
we work hard to ensure that the platform works for all our
customers. The record trac to Rightmove, coupled with the
strong property market throughout the year, delivered a
record 65 million property-specic leads to our customers,
up 26% on 2020.
Rightmove’s product suite has been carefully designed to be
eective in both stock-constrained and demand-constrained
markets. In the extreme stock-constrained market of 2021,
our agent customers turned more than ever to our products
to help them to win property sales instructions eciently.
Winning the right to an instruction to sell or to let a property
is critical to an agent’s success. Our premium packages,
Enhanced and Optimiser 2020, help our customers to
generate more opportunities to win instructions cost
eectively. The packages include branding and property-
promotion solutions to boost agents’ performance in the
‘awareness’ stage of the marketing funnel, while our popular
Local Valuation Alert and Rightmove Discover products
fast-track agents to the ‘consideration’ stage.
Our ambition to make home moving easier in the UK is
undiminished and drives our everyday business and longer-
term strategy to build a valuable, sustainable business for all
our stakeholders.
Our Strategy – making home moving easier
The place consumers
turn to and return to rst
Rightmove’s place at the heart of home moving in the UK
has been hard won and our audience has high expectations
of the technology and quality of the services we oer. In 2021,
we maintained our culture of continuous improvement and
innovation to make home moving easier and to make our
platforms a compelling experience for our users. For 15 years
in a row, Rightmove has been a more popular search term than
‘property for sale’ according to Google, and 17 years for
‘property to rent’.
In 2021, consumers made over 2.5 billion
(2)
visits to our
platforms and spent over 18.3 billion
(2)
minutes
(2020: 15.9 billion) on Rightmove. This level of consumer
engagement has been achieved by delivering the best and
most relevant search and research tools and access to the
most up-to-date, engaging and comprehensive property
content available. Consistent with our restless drive for
improvement, despite a ground-up refresh of the property
details pages in 2020, we released a further 70 iterations in
2021 which made the pages more ecient for home
hunters, while highlighting features which are becoming
much more important, such as a property’s energy
performance and its tenure.
Over 71% of all time spent on Rightmove’s platforms in 2021
was to our mobile-optimised site and apps, which have again
seen the fastest growth, with a 16% increase in mobile site-
time and a 14% increase in app time during 2021
(2)
. Our
mobile-optimised website and apps beneted from
continuous investment with, for example, ground-up rebuilds
of our popular draw-a-search and keyword-sort features.
The total amount of time spent on Rightmove apps is over
12 times
(3)
that spent on our closest competitor’s and our
mobile and tablet apps have over 5 times
(3)
more unique
visitors on average per month, with each user spending an
average of twice as much time per month
(3)
.
The availability of our platforms is vital for both homeowners
and home hunters and we have maintained an industry-leading
level of “uptime” of 99.99%, meaning our platforms were
unavailable for just under 15 minutes during 2021.
Our property research tools are widely used by landlords,
homeowners, buyers and sellers. Consumers spent over
728 million minutes using our sold prices data from an archive
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 17
enquiries generated in the remainder of the year. Over 400,000
virtual video viewings were delivered using the secure
Rightmove platform in 2021, more than double those of 2020,
while the new appointment booking tool was used by tenants
to request over 344,000 physical viewings.
Our market-leading professional training programme, free to
all members, remains an invaluable tool for our customers. The
topics covered in 2021 ranged from ‘preparing for an HMRC
inspection’ to ‘recruiting the best talent’ and from ‘winning new
sellers’ to ‘how to help tenants with accessibility needs to nd
the right home’. In the year, we added courses that gave our
customers continuing professional development (CPD)
certication. This accredited learning has added an extra,
welcome dimension to our oering and is helping agents to
full mandatory training. In 2021, over 4,500 individuals from
nearly 2,500 branches received foundation and advanced
certicates in GDPR (Data Protection). Overall, in 2021 our
webinars were viewed by nearly 24,000 property professionals
both live and through our on-demand service. Our Rightmove
Hub, which hosts all the material closed the year with more
than 1,000,000 page views.
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 changes in
ways of working over the last two years have accelerated digital
adoption as more agents and occupiers have used Rightmove
both to advertise and to search for property and, having
experienced the ease of using digital tools, have continued to
do so. This dynamic is reected in the healthy growth of our
audience, with time spent on our commercial property pages
increasing by 17% and leads to CRE customers increasing by
25% during 2021. The Rightmove platform increasingly
generates leads from occupiers with signicant 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 oer.
Rightmove’s Data Services business supports the property
industry by delivering property valuation tools and insights
based on our unparalleled dataset. The Surveyor Comparable
Tool, used by surveyors to make property valuations, was used
in over 75% of mortgage transactions in the UK, with more
than 2.4 million reports run in 2021. Our Automated Valuation
Model is used by lenders and, overall, we valued more than
£3.8 trillion worth of property in 2021.
The environment for Rightmove’s Overseas property
advertising business has been challenging. The uncertainty
surrounding Brexit was followed by pandemic-related travel
restrictions, which eectively prevented UK buyers from
travelling to view properties abroad. We are now well-positioned
to recover as these restrictions start to unwind and we can
once again help prospective buyers to nd their dream
homes abroad.
The market structure particularly highlighted the eectiveness
of our vendor lead products and the benets of our unrivalled
rst-party data driven agent branding products. Responding to
our customers’ needs, we increased the inventory of our lead
generation products by 22%, increasing the number of vendor
leads generated by 20% on 2020.
Recognising the value of our additional products, nearly
1,400 customers chose to upgrade to our Optimiser 2020
package. These package upgrades, along with customers
choosing to buy more products, and our pricing actions
contributed to record agency ARPA growth between
January and December 2021.
The strong demand from home-hunters has led to many
New Homes developments being fully sold o-plan,
signicantly reducing the requirement for developers to
advertise. Pleasingly, despite the strong demand for New
Homes, 28% of New Homes developments upgraded to our
new Advanced Development Listings subscription package,
launched in April 2021, which creates an opportunity to
cross-sell and up-sell plots on a development, providing
better engagement and lead-generation.
We continue to innovate our product set to bring together
Rightmove’s extensive rst-party dataset and reduce advert-
management eort for our customers by leveraging the
creative assets they have already shared as part of their listings.
The second of our next generation marketing products, Native
Search Adverts, launched for our New Homes customers in
November. By combining enhanced designs targeting
developers’ needs and smart on-Rightmove retargeting
pioneered with our Sold By Me product, Native Search Adverts
are performing more than ve times better than location only
targeted banner ads.
Rightmove’s value to our customers goes beyond digital
advertising solutions; we also oer tools to our customers to
help them to run their businesses more eciently. In the busy
and often resource-constrained environment in 2021, these
tools took on heightened importance.
Rightmove Plus, included free of charge as part of all
Rightmove membership packages, helps customers
throughout the property marketing lifecycle. Agents tell us,
for example, that the new version of the Best Price Guide, a
reporting tool within Rightmove Plus which helps them to
gather comparable properties to support their suggested
property price, saves them up to an hour per market appraisal.
The Best Price Guide was used over 14 million times in 2021.
The video viewing tool developed during 2020 to help with
Covid-restricted viewings allowed our customers not only to
remain safe during the early part of 2021, but to process
eciently the higher-than-normal level of home hunter
18 | Rightmove plc | Annual Report 2021
Our quest to reduce the time taken by tenants to complete
their rental journeys, from search to occupancy, remains a
focus, with our rst fully digital rental-progression ow due to
enter testing in the rst half of 2022. In the medium term, this
ow will signicantly enhance our opportunities to engage with
tenants and oer them a transparent view of their progress
towards moving in. It will also oer our customers a frictionless
experience that minimises data entry and enables them to
signicantly reduce the administrative burden to let a property,
while protecting them from regulatory risk. It will also allow us to
oer more valuable services to tenants.
A vital part of the home buying journey is understanding
aordability, which, for many people, starts with receiving an
indication that they can secure a mortgage. Home movers tell
us that they only start to be condent that they can secure a
mortgage at the point they want to make an oer on the home
they have chosen. This is too often late in the process and can
lead to frustration and disappointment for the home buyer
and wasted time, delays and potentially lost sales for agents.
We will help home buyers to increase their condence earlier
in the property search and selection process by oering easy,
personalised, lender backed mortgages in principle (MiP).
In 2021, we enhanced our nascent digital ow, bringing
together the 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. While still early in our development,
we increased the number of MiPs delivered four-fold compared
to 2020 and the number of mortgage reservations nearly
doubled. Plans are well advanced to make the journey to
achieving a MiP easier and more ecient. This helps both
prospective buyers and enhances agent eciency through
better qualied leads.
Our environment and society
Doing the right thing underpins our culture and fashions our
response to a range of issues. We believe that Rightmove can
and should be a force for good in the UK’s drive to reduce
carbon emissions and to make a dierence in the communities
in which we operate.
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
Innovating to make the home moving
process more ecient by being more digital
Rightmove has played a signicant role in digitising the
property search market in the UK. We believe that, by using the
power of technology to improve the journey from searching for
a home to being ready to transact on it, we can make the
process more transparent, more ecient and less stressful
for both professionals and homehunters.
Digitisation also creates opportunities which expand and
augment our revenue beyond classied advertising. While still
in the early stages, we are encouraged by the possibilities we
are uncovering.
Viewings Manager, our integrated appointments booking
system, allows tenants to request an appointment
electronically and to provide enhanced lead information which
allows agents easily to assess the property’s aordability and
suitability. Once a viewing is conrmed, tenants can cancel or
reschedule the appointment at the click of a button and receive
automated reminders to help to avoid missed appointments,
which is a key timesaving benet for agents. Once a viewing
has been completed, agents can seamlessly order a full tenant
reference from Rightmove Landlord and Tenant Services,
without the need to re-enter the tenant’s details, again saving
time and reducing the risk of error.
In 2021, we rebranded our tenant services business as
Rightmove Landlord and Tenant Services and relaunched our
tenant-referencing portal with added functionality. By oering
one of the highest quality tenant reference products in the
industry, we were able to introduce a market-leading landlord
insurance product, which will provide increased cover at no
extra cost. The next iteration of the referencing product
– which leverages Open Banking technology to increase
speed and accuracy yet further – is already underway.
When moving, tenants require a number of services, including
home contents insurance and broadband, for their new homes.
In 2021, we continued to develop our oering to tenants to
secure these services, helping over 9,000 tenants. The
combination of landlord and tenant products creates a valuable
prot stream on top of the reference itself. In 2021 these
additional services created an additional £4.30 prot per
reference delivered. We see future growth in our ability to
increase the number of tenants purchasing insurance
therefore increasing the prot per reference and increasing
our share of the referencing market.
Strategic report | Chief Executive’s review continued
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 19
We work hard to create one highly connected, collaborative
team, with minimal hierarchy and bureaucracy, removing any
barriers to rapid growth and innovation. As we have grown our
teams by 12% in a challenging year for recruitment, we have
remained disciplined in our determination to employ the right
people and then to support them to be condent, to innovate
and to lead eectively.
2021 has been another year of extended periods of remote
working and it has been a challenge to foster a strong sense
of belonging and connection. Rightmovers have shown
remarkable resilience and pragmatism in the face of the
continuing separation from each other, and I am pleased
that against this backdrop we have only seen a small decline
in connectedness in our 2021 ‘Have Your Say’ survey.
89% (2020: 93%) of employees responding agreed that
‘Rightmove is a great place to work’, 89% think that they
can be themselves at work and 89% are proud to work for
Rightmove. Our commitment to restless improvement
means that plans are in place to return these measures to
their previous long-term averages.
I am proud of our achievements and would like to thank all our
employees for their extraordinary eorts and commitment
over the past year, which has contributed to such a strong set
of results.
Peter Brooks-Johnson
Chief Executive Ocer
25 February 2022
(1) Residential property transactions in the UK recorded by the Land Registry
(2) Source: Google analytics
(3) Source: Comscore Mobile Metrix
®
Mobile App only, total Audience, Custom-
dened list of Rightmove (Mobile App) and Zoopla Property Search (Mobile App),
January – December 2021, Unit ed Kingdom.
customers and homehunters 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 reects 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 Generating Genius to encourage
people from disadvantaged backgrounds to consider a career
in technology, and through the recruitment of a wider variety
of educational backgrounds.
Our environmental strategy has two elements. Firstly, to use
science-based targets to reduce Rightmove’s carbon footprint
within our own operations and supply chains. Secondly, to use
the reach of our platforms to support initiatives to make the
UK a carbon-neutral country.
In 2021, we committed to the Science Based Targets Initiative
(SBTi) and have submitted our targets to ensure we play our
part in meeting the 1.5 °C climate challenge.
Also in 2021, we took the rst steps to using our platform to
promote energy ecient homes to homehunters. Highlighting
the Energy Performance Certicate (EPC) on each property,
for example, increases home hunter engagement with EPCs
by 35%. Using the unique insight from our collaboration with
the Department for Business, Energy & Industrial Strategy
project to assess the value dierence of low carbon homes,
we created a series of stories to expand on the benets for
owners of reducing their home’s carbon footprint, achieving
widespread national media coverage.
We will continue to help to drive the UK’s ‘net zero’ agenda by
digitising home moving in the UK and helping consumers to
understand the options and benets of making their homes
more energy ecient.
More information about all these initiatives and our progress in
meeting our environmental and social targets can be found in
the Sustainability Report.
Build great teams
Our people dene Rightmove and create a culture which is
highly supportive, innovative and open, 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.
20 | Rightmove plc | Annual Report 2021
by creating a more ecient housing marketplace
The UK housing market, both in sales and rentals, is complex
and often inecient. Moving home can be a time consuming,
frustrating experience for consumers and professionals, often
with elements of wasted eort and unavoidable manual
processes. We believe that, by creating a simpler and more
ecient marketplace, we can make it easier. A better
marketplace, one which empowers consumers and property
professionals, leads to a better housing market. By building
long-term partnerships and creating value for property
professionals and consumers, we are able to grow our revenue,
which in turn allows us to innovate to create more value for all.
What we do
Our business model has three reinforcing segments:
• we are the place homehunters turn to and return to rst
• this, in turn, makes us the UK’s primary property platform
which delivers unparalleled ROI for our customers
• and then we are in a unique position to help both customers
and home hunters by making the process more digital and
create new revenue opportunities.
How we deliver unparalleled ROI for our customers
Our customers are primarily estate agents, letting agents and
new homes developers advertising properties for sale and to
rent in the UK.
We continue to innovate in our core business of providing
advertising and tools to property professionals, generating
returns for our customers in four distinct ways:
• we help them to save time
• we have products which help them to actively grow their
market share
• we help them to market more eciently using the power of
by far the largest audience of home hunters in the UK
• and we help them to grow new revenue streams.
We also provide valuation services and unique demand side
property data to surveyors and property professionals.
By creating the UK’s largest digital property portal with the
largest selection of properties, we have brought together
virtually all the home hunting audience our customers want to
attract. We are able to oer the most signicant and eective
exposure for their brands and properties, resulting in the
largest source of high-quality leads, thereby signicantly
increasing our customers’ marketing eciency.
Our digital solutions help our customers to reach their
audiences more quickly and eciently, enabling them to win
new business. Winning instructions is critical but time
consuming for our Agency customers and we oer a number
of tools and products to enable customers to win instructions.
A good example of this is ‘Sold by Me’, an advertising product
available with our Optimiser packages, which shows home
hunters a range of properties sold by an agent in the area from
which they are searching and may have a home to sell.
Rightmove’s culture of constant improvement and innovation
helps to create more eciency opportunities for our
customers. A good example of this is 'Opportunity Manager’ –
a lead management tool available with our Optimiser 2020
package, powered by an algorithm that is constantly learning
and improving to intelligently spot the home hunters who are
most likely to turn into potential home sellers in an agent’s area.
As our customers faced new business challenges in 2021, with
strong demand for properties and erce competition for home
owners’ instructions, we supported our customers with
Strategic report | Business model
Digitising more of the transaction
Digital marketing solutions which
agents use to nd and win vendors
Reducing
customer
operating costs
with tools, data
and services
increases the
potential spend
on marketing
solutions
Digital marketing solutions
which help agents nd buyers
Making home moving in the UK easier
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 21
products and eciency tools to help them to manage leads
and viewings eectively and to win instructions. Online
Viewings is a simple tool for agents to upload video viewings
and send them automatically to home hunters, which has been
used for over 68,000 property listings.
Our solutions for New Homes developers help them to reach
almost every serious home buyer in the UK, and we help them
to target these buyers both on and o Rightmove’s platform.
In 2021 we added four signicant new “next-generation”
property marketing products across our customer types.
Each of these products leverage our unrivalled platform and
data in dierent ways to deliver signicantly more value than
equivalent products available elsewhere.
We continue to help to drive eciencies for our Agency
customers by providing best in class software that delivers
data, market insight and analytical tools to help inform their
decisions, with 84% of our Agency customers using our
software each month.
How we make the market more accessible
for consumers
Rightmove is free to consumers, and it is the only place where
home buyers and renters can see almost the entire UK
property market in one place. Rightmove has become the
place consumers turn to rst when they think about moving
home because they can rely on the speed and availability of
our platforms to view more properties for sale and to rent
than anywhere else.
Finding your next home can be a stressful and frustrating
experience; the simplicity and ease of access to the property
information Rightmove oers can reduce that stress. Our
carefully designed platforms avoid distractions in pursuit
of simplicity, putting home hunters in control of their search
and research.
We never stand still or take Rightmove's success for granted
and are continually investing to deliver the most engaging
experience for home movers. Our culture is one of continuous
improvement and innovation – we release hundreds of
updates and improvements to our platforms each month.
Investment in improved architecture and new ways of working
continue to accelerate the pace of new releases, with over 20%
more software releases in 2021 relative to 2020.
A vital part of innovation is a disciplined willingness to
experiment and learn from the results. In 2021, we have
focused on two key strategic initiatives – the rst, aimed at
improving tenants' rental journeys and the second, providing
home buyers with an eective digital journey towards the
selection of a mortgage:
• Rightmove Landlord and Tenant Services oers a range
of tenant services, from referencing to home insurance
and utilities.
• We are focussing on the homebuyer’s journey up to a
mortgage decision in principle, with more innovation in
bringing together mortgages and property search tools
with helpful content.
Beyond nding a buyer or tenant, the tools we provide for
researching the property market bring simplicity and
condence to sellers and landlords as they consider one of
the largest transactions of their lives and choose an agent to
help them on their home moving journey.
How we create value for our shareholders
Our principal source of revenue is the monthly subscription
fees paid by customers to advertise all of their properties on
Rightmove. Our customers can also pay for our additional
advertising solutions, which increase a customer’s share of
voice and competitiveness. These are critical factors for our
customers and particularly for an agent to help to win the
instruction opportunity to sell or rent a home, which remains
the lifeblood of their business.
As the property industry becomes more digital – a process that
has accelerated for both our customers and consumers in the
past 24 months – Rightmove’s market leading audience, best
in class software and data driven analytics are becoming ever
more valuable to our customers. Future ARPA growth will be
driven by increased product penetration and pricing, which is
underpinned by the value of our unrivalled audience and data,
our substantial product inventory and our culture and track
record for constantly innovating to benet our customers and
consumers.
We also continue to develop a number of smaller adjacent
businesses, advertising commercial and overseas properties
and providing property-related data and valuation services.
Helping home hunters to become more ‘transaction ready’
will, in time, grow into a valuable source of revenue. Tenant
referencing and rent-guarantee insurance capabilities through
Rightmove Landlord and Tenant Services and our mortgage
partnership with Nationwide Building Society are the rst steps
in this journey.
22 | Rightmove plc | Annual Report 2021
Risks relevant to our KPIs (read more on pages 30 to 32)
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
We use the metrics set out below to track our operational performance.
Traffic (time on site measured in billions of minutes)
10.4
11.3
12.2
13.1
14.0
14.9
15.8
16.7
17.6
18.5
19.4
12.3
12.1
18.3
15.9
11.7
2020 20212017 2018 2019
Denition
Total time measured in billions of minutes spent on Rightmove
platforms during the year
Strategic link
The place consumers turn to rst and engage with most
2021 performance
+
15
%
Risks
3
2 4
Source: Google Analytics
2020 20212017 2018 2019
Employee engagement “Rightmove is a great place to work”
0
20
40
60
80
100
91%
81%
93%
89%
90%
Denition
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
2021 performance
-
4
Risks
5
Source: Rightmove
Strategic report | Operational key performance indicators
Number of advertisers
12000
13000
14000
15000
16000
17000
18000
19000
20000
21000
19,197 18,969
2020
2021
2017 2018 2019
20,454
19,809
20,427
Denition
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 rst and engage with most; and
innovation to create a simpler and more ecient marketplace
2021 performance
-
1
%
Risks
2
1 3
Source: Rightmove
Average revenue per advertiser – ARPA (in £ per month)
0
200
400
600
800
1000
1200
1,005
778
1,189
1,088
922
2020
2021
2017 2018 2019
Denition
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
2021 performance
+
53
%
Risks
2
1 3
Source: Rightmove
percentage
points
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 23
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
0
50
100
150
200
250
300
243.3
267.8
289.3
205.7
304.9
Revenue £m
2020
2021
2017 2018 2019
Revenue grew by 48% year on year to £304.9m (2020: £205.7m)
2021 performance
+
48
%
Risks
1
2
3
4
5
Underlying EPS (pence per ordinary share)
10
12
14
16
18
20
22
2020
2021
2017 2018 2019
20.3
12.8
21.8
16.3
18.3
Underlying earnings per share (EPS) is dened as prot 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 70% to 21.8p (2020: 12.8p)
Basic EPS grew by 69% to 21.3p (2020:12.6p)
2021 performance
+
70
%
Risks
1
2
3
4
5
0
50
100
150
200
250
203.3
231.0
219.7
137.5
184.4
2020
2021
2017 2018 2019
Underlying operating profit £m
Underlying operating prot is dened as operating prot
before share-based payments charges (including the
related National Insurance)
Underlying operating prot increased by 68% to £231.0m
(2020: £137.5m) with underlying operating margin
(1)
at 76%
(2020: 67%). Operating prot increased by 67% to £226.1m
(2020: £135.1m) with operating margin at 74% (2020: 66%)
2021 performance
+
68
%
Risks
1
2
3
4
5
Cash returned to shareholders £m
0
50
100
150
200
250
300
2020
2021
2017 2018 2019
140.4
148.5
30.1
238.8
168.5
During the year free cash ow was returned to shareholders in the
form of share buybacks and dividends with cash returns totalling
£238.8m (2020: £30.1m)
2021 performance
+
693
%
Risks
1
2
3
4
5
We use the metrics set out below to track our nancial performance.
Source: Rightmove
Source: Rightmove
Source: Rightmove
Source: Rightmove
Strategic report | Financial key performance indicators
(1) Underlying operating margin is dened as the underlying operating prot as a
percentage of revenue.
24 | Rightmove plc | Annual Report 2021
Revenue
Revenue increased by £99.2m/48% from 2020, to £304.9m
£m
2020
£m
£m
vs 2020
£m
vs 2020
%
%
224.5 209.2 82.9 58% 7%
50.0 40.7 55.5 9.3 23%
30.4 23.4 7.0 30% 24%
Total revenue 304.9 205.7 289.3 99.2 48% 5%
Membership
2020
vs 2020
vs 2020
%
%
2,859 3,275
Total
membership
18,969 19,197 19,809 (228) (1%) (4%)
(2)
increased to
Financial review
Alison Dolan Chief Financial Ocer
Revenue by segment (%)
Agency New Homes Other
Revenue (£m) vs 2020
0
50
100
150
200
250
300
350
88.9
(2.6)
3. 19.8
304.9
205.7
10
16
74
Dec
2020
Dec
2021
Customers Other
revenue
ARPA No discount
in 2021
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 25
Administration costs
(3)
Operating prot
2021
£m
2020
£m
£m
vs 2020
£m
vs 2020
%
%
Revenue
304.9
205.7 289.3
99.2 48% 5%
2.4
2.4
(81.2)
7%
Operating prot 226.1
74%
74%
(4)
(5)
not met.
Earnings per share (EPS)
(4)
)
Revenue by segment (%)
Agency New Homes Other
Revenue (£m) vs 2020
0
50
100
150
200
250
300
350
88.9
(2.6)
3. 19.8
304.9
205.7
10
16
74
Dec
2020
Dec
2021
Customers Other
revenue
ARPA No discount
in 2021
Revenue (£m) vs 2019
0
50
100
150
200
250
300
350
(14.8)
7.0
23.4
304.9
289.3
Dec
2019
Dec
2021
Customer Other
revenue
ARPA
26 | Rightmove plc | Annual Report 2021
Taxation
£226.1m
£135.1m
2021
Profit before tax
Tax highlights 2020 to 2021
Income tax expense Effective tax rate
2020
£25.0m
£42.6m
18.9
%
18.5
%
year end.
Taxes collected (%)
VAT Employment
taxes
19
81
Taxes borne (%)
Corporation
tax
Employment
taxes
Business
rates
Stamp duty
and other
10
87
1 2
Balance sheet
Summary consolidated statement of nancial position
2021
£m
2020
£m
£m
12.0
21.1
2.2
2.8
23.1
23.5 (0.4)
Contract assets
0.1
0.3 (0.2)
1.1
48.0
(48.7)
(22.8)
(3.9)
Contract liabilities
(2.6)
Lease liabilities
(11.0)
–
(0.9) 0.9
(0.6)
3.0
Net assets 70.5
as in 2020.
Cash ow and liquidity
(7)
Financial review continued
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 27
Shareholder returns
Alison Dolan
28 | Rightmove plc | Annual Report 2021
Three lines of defence model
Governance framework
Risk management
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 29
Risk management framework and risk appetite
Principal risks and uncertainties
Rightmove’s three lines of defence model
Third Line of Defence
• Internal Audit providing independent
assurance of rst and second line
of defence
Second Line of Defence
• Corporate Risk Management
Framework – including Risk Register
and Board governance
• Compliance function – oversight,
advising and monitoring the First Line
of Defence
First Line of Defence
• Robust processes and controls
• Owned and managed by business
operational managers responsible
for each area
• Financial controls
Senior Management Team Board & Audit Committee
30 | Rightmove plc | Annual Report 2021
Key risk and description Impact Changes in the year Monitoring and mitigation
Change
from
prior year
1
Macroeconomic
environment
macroeconomic
transaction levels.
may lead to a reduction or
revenues.
may also lead to a
In addition, a contraction in
could lead to a reduction in
(2)
indicators and
2
Competitive environment
audience, advertisers or
demand for additional
(3)
(3)
2020 (87.8%)
(3)
.
• Communication of
advertisers.
• Continued investment in
our account
businesses more
our audiences.
Principal risks and uncertainties continued
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 31
Key risk and description Impact Changes in the year Monitoring and mitigation
Change
from
prior year
3
New or disruptive
technologies and
changing consumer
behaviours
customer business
and services to its
and demand for additional
turnaround times.
business models.
culture of innovation.
communities to stay
innovations.
4
Cyber security and IT
systems
systems, could result in
consumer and customer
several security controls to
security systems.
32 | Rightmove plc | Annual Report 2021
Key risk and description Impact Changes in the year Monitoring and mitigation
Change
from
prior year
5
Securing and retaining
the right talent
Our continued success is
to attract, recruit, retain
Teams.
In addition to many team
of future leaders.
incentives for senior
communication and
Principal risks and uncertainties continued
Small increase in risk
Risk unchanged
®
®
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 33
Going concern and viability statement
34 | Rightmove plc | Annual Report 2021
Shareholders
Strategy Engagement
relations team.
Our Investor Relations team
Board decisions
Section 172 Statement – Working with our stakeholders
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 35
Customers
data tools.
Strategy Engagement
tools and services, account
Board decisions
Consumers
Strategy Engagement
Board decisions
36 | Rightmove plc | Annual Report 2021
Employees
Strategy Engagement
Board decisions
Suppliers
Strategy Engagement
Board decisions
Working with our stakeholders continued
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 37
Regulators and industry bodies
Strategy Engagement
direct and indirect consultation,
activities.
Board decisions
38 | Rightmove plc | Annual Report 2021
Sustainability Report
Our commitment
Rightmove is committed to being a responsible, sustainable business, operated for the benet of our stakeholders.
Reporting framework
Social progress A sustainable future
Our employees
Headline:
89% Great place to work
Supporting
communities
Headline:
42 food banks funded via employee nominations for our
Festive Food Bank Fund
Protecting the environment
Headline:
Targets set to achieve Net Zero in direct operations by 2030
Strong corporate governance
Headline:
Two dedicated environmental risk meetings held in 2021
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 39
Making a dierence beyond our direct operation
Net Zero business in our
direct operations by 2030
UN’s Sustainability Goals
UN Sustainable Development Goals
Sustainable
Development Goal Playing our part
4 Quality Education
are celebrated.
5 Gender Equality
8 Decent Work and
Economic Growth
11 Sustainable Cities
and Communities
12 Responsible
Consumption and
Production
13 Climate Action
FTSE4Good Index
40 | Rightmove plc | Annual Report 2021
Protecting the environment
Carbon Neutral
Our employees
Making a dierence to our communities
Governance and Compliance
Corporate Responsibility Committee Report
Sustainability Accounting Standards Board (SASB)
Non-Financial Information Statement
Sustainability Report continued
Protecting the environment
Overview
TCFD compliance statement
recommended disclosures.
TCFD disclosure index
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 41
Sustainability Governance
Board oversight and executive responsibility
TCFD recommended disclosure Reporting and compliance
Governance
Strategy
Risk Management
Metrics and Targets
Protecting the environment
42 | Rightmove plc | Annual Report 2021
Governance Structure
Corporate Responsibility
Committee
Board
Oversight
Chief Financial
Ocer
Audit
Committee
Risk
Committee
Senior
Leadership Team
Climate strategy
Climate related risks
of annual revenue).
Sustainability Report continued
Protecting the environment
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 43
Scenarios and key assumptions
Timeframe of impact
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 30
0.39
Climate-related risk analysis and nancial impact
Type of Risk Specic Risk
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
Transition Risks
additional environmental
information
Physical Risks
Opportunities
Increased direct 3rd
Climate-related risk analysis and nancial impact
Magnitude of Financial Impact Description
Protecting the environment
44 | Rightmove plc | Annual Report 2021
Primary climate-related risks
Transitional risks
Physical risks
result in:
Opportunity
Type of Risk Specic Risk
Transition Risks
Physical Risks
Opportunities
Sustainability Report continued
Protecting the environment
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 45
Aggregated risks
Changing consumer behaviour
scenario.
New Homes regulation
Climate-related opportunities
cumulative and material over time and include:
Climate risk management
Protecting the environment
46 | Rightmove plc | Annual Report 2021
Sustainability Report continued
Environmental targets and metrics
Goals and performance
2020/21
Targets
Action Achieved
Carbon neutral
Achieved
Scope 1
2022, 75% by
2028
Achieved
Scope 2
carbon
emissions by
2
2
Ahead of plan to achieve target
Scope 3
carbon
data centres by
2
58.85 tCO
2
infrastructure).
Ahead of plan to achieve target
Reduce
unnecessary
travel
On track
Protecting the environment
19%
2020 2021 Target by 2022
39% 25%
63.2 tCO
2
2020 2021 Target by 2023
56.9 tCO
2
27.8
tCO
2
58.9 tCO
2
2020 2021 Target by 2023
53.0 tCO
2
50.7 tCO
2
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 47
2020/21
Targets
Action Achieved
3 years
Ahead of plan to achieve target
50% by 2022
Ahead of plan to achieve target
Carbon neutral business
2
2
Science-based targets
559 tCO
2
Energy and Greenhouse Gas Report
Protecting the environment
1,523m3
2020 2021 Target by 2023
1,370m3 1,016m3
2020 2021 Target by 2022
44% 50%50%
48 | Rightmove plc | Annual Report 2021
Environmental targets and metrics
Greenhouse Gas Emissions
Scope Activity
Tonnes CO2e (market based)
2020
(1)
2021
171.33
(2)
27.83
0
14.98
Total CO
2
e 277.68 214.14
Tonnes of CO
2
(3)
0.50
0.37
Tonnes of CO
2
(4)
0.70
(5)
1,253,812
(7)
228.42
222.6
58.85
50.65
82.30
71.49
Total CO
2
e (with additional Scope 3) 647.25 558.88
e).
Scope 1 & 2 Emissions Intensity
(Tonnes of CO
2
e per employee)
Total Electricity Consumed (Scope 2 & 3) MwH
20212018 2019 20202017
2016
20212018 2019 20202017
2016
0.0
0.5
1.0
1.5
2.0
0
500
1000
1500
2000
Energy eciency
Emissions intensity metric
Sustainability Report continued
Protecting the environment
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 49
Renewable energy
Climate action plan and net zero targets
Breakdown by Element (%)
Company car travel
Electricity generation
Grey Fleet
Supply chain
Data centres
Other
Breakdown by Scope (%)
Scope 1
Scope 2
Scope 3
30
5
65
30
5
65
30
5
65
13
30
5
9
40
3
Breakdown by Element (%)
Company car travel
Electricity generation
Grey Fleet
Supply chain
Data centres
Other
Breakdown by Scope (%)
Scope 1
Scope 2
Scope 3
30
5
65
30
5
65
30
5
65
13
30
5
9
40
3
Outsourced services other*
Outsourced services supply chain
Company car travel
Grey Fleet
Electricity generation(5)
Outsourced services - data centres
Suppliers
Data Centres
Other*
Scope 3 Supply Chain Emissions (%)
29
20
51
Protecting the environment
50 | Rightmove plc | Annual Report 2021
Long-term targets to achieve Net Zero
Emissions Action
Scope 1 Company Car travel
Scope 2 Oce electricity – transfer to renewables
ESOS stage 3 review
Scope 3 Outsourced Data Centres
Scope 3 Commuting and homeworking
Marketing and Information Services
Sustainability Report continued
Protecting the environment
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 51
Our employees
Our Social Goals
2021 Targets Action Achieved
Progress towards an
employee ethnic mix in
proportion to UK ethnicity
On track
Reduce the gender pay gap
year-on-year until parity is
reached
More
to do
All employees to receive
mental health support and
training by 2021
Achieved
Employee engagement: 90%
or more of employees agree
that Rightmove is a great
place to work
remuneration.
On track
Be a Living Wage Employer
Achieved
Support and encourage
STEM initiatives
Achieved
Support communities and
individuals through increased
charitable giving and
matched funding
Achieved
52 | Rightmove plc | Annual Report 2021
Ethnicity mix and remuneration
Culture and values
Living Wage
Diversity, inclusion and equal opportunities
Sustainability Report continued
Our employees
Enjoy the journey.
Be part of it
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
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 53
Employees with disabilities
Gender diversity
Directors
Male (50%)
Female (50%)
4 4
Male (60%)
Female (40%)
Hampton-Alexander
(1)
27
18
Male (60%)
Female (40%)
Senior Management
(2)
17
26
Male (50%)
Female (50%)
All Rightmove Employees
310 304
Gender pay
White Mixed/multiple
ethnic groups
Asian/Asian
British
Black/African/
Caribbean/
Black British
Other ethnic
group
2.2% 7.5% 3.3%
5.5% 4.2%
84.3% 4.8% 7.2% 0.0%
77.2% 0.0%
3.5% 7.0% 7.0% 3.5%
8.4% 2.4%
Our employees
54 | Rightmove plc | Annual Report 2021
Recruitment and retention
Graduate programme
Development and training
and team leaders.
Dierence between male and female pay
2021 2020
Mean Median
23.8% 33.5% 20.4%
(2)
43.9% 0.0%
Sustainability Report continued
Our employees
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 55
Summary of training provided in 2021 Value
25
5,499
£742
Employee survey
Employee benets
Pensions
Employee share schemes
• Sharesave:
recent years.
•
SIP
Hybrid working policy
Our employees
56 | Rightmove plc | Annual Report 2021
customer service and sales teams to listen to customer calls
Well-being and mental health
Health & Safety
Wider workforce engagement
Sustainability Report continued
Our employees
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 57
Happy in your home
Charity Purpose
Rightmove’s
contribution
CALM is a national
can
Harry’s Rainbow is a
due to Covid
restrictions.
and send over 200
The Trussell Trust
Increasing opportunity, equality and inclusion in education –
STEM (Science, Technology, Engineering and Mathematics)
Generating Genius
Making a dierence to our communities
58 | Rightmove plc | Annual Report 2021
Protecting customer and consumer data
2021 Targets Action Achieved
Be tax transparent
Achieved
Zero reportable data
protection incidents
On track
Zero tolerance of bribery and
corruption, modern slavery
or human rights breaches
Achieved
Trusted Marketplace
service or innovation is tested to ensure it delivers a valuable
Tax transparency
Our platform security
Governance and Compliance
Sustainability Report continued
Our Governance and Compliance Goals
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 59
Human rights
Modern Slavery
Whistleblowing
Anti-bribery and corruption
Governance and Compliance
60 | Rightmove plc | Annual Report 2021
Corporate Responsibility Committee Report
Overview
Progress in 2021
Focus for 2022
and Net Zero commitments
Sustainability Report continued
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 61
Sustainability Accounting Standards Board (SASB) disclosure index
Area Recommended disclosure Location
Environmental
footprint of
hardware
infrastructure
Data Privacy,
Advertising
Standards and
Freedom of
Expression
None
Data Security
Employee
Recruitment,
inclusion and
performance
Non-Financial Information Statement
Reporting Requirement Policies Relevant Information
Environmental matters
on environmental issues
emissions data
Employees
Human rights
Social matters
Anti-bribery and
corruption
Business model
Principal Risks
Non-nancial key
performance indicators
62 | Rightmove plc | Annual Report 2021
Governance | Corporate governance report
Board priorities
In 2021, the Board has focused on ensuring a smooth return to
business as usual, following the disruption of 2020, investing in
our core business and in two key strategic workstreams aimed
at improving and increasingly digitising tenants' rental journeys
and providing home buyers with an eective digital journey
towards selecting a mortgage.
A key priority was the competitive tender for the new
external auditor, overseen by the Audit Committee, and the
recommendation to appoint EY LLP in place of KPMG LLP,
which the Board has agreed.
The Board has continued to enhance its oversight of
environmental risks, employee welfare and governance.
The Board also updated the matters reserved for its decision.
Board membership
There have been no changes to Board membership during
2021 and we continue to have a strong and balanced Board
with appropriate skills, knowledge, experience and diversity.
Board Evaluation
Independent Audit Limited facilitated our external Board
evaluation during the year. The review included briengs with
the Board Chair and Company Secretary, the completion of a
detailed questionnaire by each Board member and
presentation of the results by Independent Audit to the whole
Board. The Board discussed the results and formulated an
action plan, which is summarised in the Nomination
Committee Report.
Statement of compliance
The Code sets out the principles and provisions relating to
good governance of UK listed companies and can be found on
the FRC’s website at frc.org.uk.
Our Corporate Governance Report includes
• A statement of compliance with the Code
• Rightmove’s corporate governance structure
• Our Directors’ biographies
• Key Board and committee activities
and reports from the
• Audit Committee
• Nomination Committee
• Remuneration Committee; and
• Directors
Corporate Responsibility Committee
The Board understands that climate change is an area of
increasing focus for shareholders and to ensure continued
emphasis on the environmental, as well as the social and
governance aspects of our business, the Board has
established a Corporate Responsibility Committee, which
comprises the full Board. Our rst Corporate Responsibility
Report is included within the Sustainability Report. One of the
main areas of focus for this Committee and the newly created
Risk Committee has been the evaluation of environmental
risks and our reporting under the Taskforce for Climate Related
Financial Disclosures (TCFD). Further details of these activities
can be found in the Sustainability Report.
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 eective system of governance and risk
management throughout the Group and our culture and
values. We are fortunate to have an open and supportive
culture at Rightmove, and the Board recognises the value of
this strong company culture to the success of the business
and is satised that our culture is aligned with the Company’s
purpose, values and strategy.
I am pleased to introduce our Corporate Governance
Report, which explains how the Company has applied
the provisions of the UK Corporate Governance Code
2018 (the Code) during the year, through a framework of
governance policies, procedures and initiatives.
Andrew Fisher Chair
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 63
1. Board Leadership and Company Purpose Location in Annual Report
A. Promoting the long term sustainable success of the Company Corporate Governance Report – Board Leadership – Board activities
B. Purpose, Values, strategy and culture Chair’s Governance Letter and Strategic Report (Business Model)
C. Governance framework and controls Corporate Governance Report – Board Leadership
D. Engagement with stakeholders Strategic Report – S172 statement: working with our stakeholders
E. Oversight of employment policies and practices Sustainability report
2. Division of Responsibilities
F. Role of Chair and Board Information Corporate Governance Report – Board Leadership
G. Division of Responsibilities Corporate Governance Report – Division of Responsibilities
H. External Commitments and Conicts of Interest Corporate Governance Report – Board Leadership
I. Role of Company Secretary Corporate Governance Report – Board Leadership
3. Composition, succession, and evaluation
J. Appointments to the Board and succession Planning Nomination Committee Report
K. Board composition and length of tenure Board Leadership and Board Composition
L. Board Evaluation Board Composition and Evaluation; Nomination Committee Report
4. Audit, risk and internal control
M. Financial reporting – integrity of nancial and narrative statements Audit Committee Report
N. Fair, balanced and understandable assessment Audit Committee Report and Directors' Report
O. Risk management and internal control framework Audit Committee Report and Strategic Risk Management Report
5. Remuneration
P. Reward Structure reecting achievement and contribution to
long term strategy
Remuneration Committee Report
Q. Remuneration Policy Remuneration Committee Report
R. 2021 Remuneration Outcomes Remuneration Committee Report
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.
The Board is committed to good governance and we are
pleased to conrm that for the year under review, the
Company has complied with the principles and provisions of
the Code. Details of our approach to corporate governance
and compliance with the Code is summarised at the beginning
of this report and throughout the Governance section of the
Annual Report.
Directors' duties
An explanation of how Directors have engaged with and have
taken into consideration the requirements of Rightmove’s key
stakeholders, in accordance with S172 of the Act, can be found
in the S172 Working with our Stakeholders section of the
Strategic Report.
Andrew Fisher
Chair
64 | Rightmove plc | Annual Report 2021
Shareholders of Rightmove plc
The Board (primarily through the Chief Executive Ocer and the Chief Financial Ocer, supported by the Chair and the Senior Independent Director)
actively engaged with the Company’s 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 – Working with our Stakeholders in the Strategic Report..
The Board of Rightmove plc (8 Directors)
The Board is collectively responsible for promoting the long-term success of the Group for the benet 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 sucient, relevant,
timely and clear information and that all subjects requiring discussion are allocated sucient time to support eective decision making. He also ensures
that the Board remains eective by encouraging constructive relationships between the Executive and Non-Executive Directors and ensures ongoing and
eective communication between the Board and its key stakeholders.
1 Board Leadership | Board governance structure
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.
Senior Leadership Team
The Senior Leadership Team (SLT) supports the Chief Executive Ocer and Chief Financial Ocer in the development and delivery of Rightmove’s
business strategy, and meets regularly to discuss operational and nancial 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 Ocer, and
members of the SLT, with the objective to continually assess emerging, existing and changing risks, monitor the eectiveness of corresponding controls
and report to the Audit Committee.
Executive Directors (2)
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 Ocer and supported by the Chief Financial
Ocer and their Senior Leadership Team.
The roles of Chair and Chief Executive Ocer are separate with clear
written guidelines on the division of responsibilities.
Non-Executive Directors (5)
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.
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 ocers 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 may attend Committee meetings by invitation only.
Terms of reference for each of the Board Committees are available on the Company’s corporate website at plc.rightmove.co.uk
Audit Committee
(Quorum: 2 independent NEDs)
Responsible for:
• the oversight of accounting,
nancial reporting and internal
control processes;
• Rightmove’s internal audit
function; and
• ensuring the eectiveness and
quality of the work produced by
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.
Governance | Corporate governance report continued
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 65
Andrew Fisher OBE
Chair
Nationality
British
Appointment to the Board
1 January 2020
Committee membership
Nomination (Chair)
Current external commitments
Non-Executive Director of Marks and
Spencer plc
Previous roles and relevant skills and
experience
Andrew has a background in building digital,
media and entrepreneurial businesses and
executing a high growth strategy. He also
has experience of serving on the Boards
of a number of listed companies as a
non-executive director.
Andrew was previously CEO and Executive
Chairman of Shazam, where he was
instrumental in developing and executing a
growth strategy to establish one of the
world’s leading mobile consumer brands. He
was also European Managing Director of
Infospace Inc and the founder and Managing
Director of TDLI.com. Andrew was a non-
executive director of Moneysupermarket.
com Group plc until May 2020 and Merlin
Entertainments plc until November 2019.
Peter Brooks-Johnson
Chief Executive Ocer
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 Ocer 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 Ocer in May 2017. Prior to joining
Rightmove, Peter was a management
consultant with Accenture and the
Berkeley Partnership.
Peter has substantial experience and
understanding of the online media and
property markets, developing Rightmove’s
business plan and strategy over many years,
with strong leadership and stakeholder
management skills.
Alison Dolan
Chief Financial Ocer
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 Ocer at News
UK from 2016 until May 2020, where she
was at the forefront of the business’s digital
transformation. Before News UK, Alison held
a number of senior positions at Sky plc from
2002 – 2016, including Group Treasurer,
Director of Finance and Deputy Managing
Director Sky Business.
Alison is an Irish national, but has lived in
London since 1994. She has a Masters
in Business Studies from University
College Dublin.
Governance | Directors and ocers
66 | Rightmove plc | Annual Report 2021
Governance | Directors and ocers continued
Rakhi Goss-Custard
Non-Executive Director
Nationality
American/British
Appointment to the Board
28 July 2014
Committee membership
Nomination, Remuneration
Current external commitments
Non-Executive Director of Kingsher plc
Non-Executive Director of Schroders plc
Previous roles and relevant skills and
experience
Rakhi has extensive knowledge of the
customer and consumer experience and
innovation across a wide range of digital
products, desktop and mobile platforms,
augmented by a varied non-executive
portfolio in other customer-centric
businesses and sectors.
Rakhi was a non-executive director of
Be Heard Group plc until August 2018 and
of Intu Properties plc to May 2019, and a
Director of UK Media at Amazon to June
2014. She held various other senior positions
during her 12-year tenure at Amazon
including Media, Entertainment, General
Merchandise and Book divisions as well as
advising Zappos. Prior to Amazon, Rakhi held
strategy roles at TomTom and Oliver Wyman.
Jacqueline de Rojas CBE
Senior Independent
Non-Executive Director
Nationality
British
Appointment to the Board
30 December 2016
Committee membership
Audit, Nomination, Remuneration
Current external commitments
President of techUK
Non-Executive Director of Costain Group plc
Non-Executive Director of FDM Group
(Holdings) plc
Previous roles and relevant skills and
experience
Jacqueline is a recognised technology leader
with many years’ experience in the software,
technology and digital sectors, working in
enterprise and sales-focused businesses.
She has extensive knowledge and skills in
promoting technology-based solutions and
cyber security and is a passionate advocate
for diversity and inclusion.
Jacqueline has been employed throughout
her career by global blue-chip software
companies and has held senior positions at
Citrix, CA Technologies, McAfee and Ascential
Software. She was a non-executive director
of Home Retail Group from 2012 to 2016,
and of AO World plc from 2017 to 2019.
Jacqueline is the co-chair at the Institute
of Coding, President of Digital Leaders
Technology Group and advisor to the board
of Accelerate-her, which addresses the
under-representation of women in
technology. She is a passionate advocate for
diversity and inclusion in the workplace with
a particular focus on getting women and
girls into digital careers and studying STEM
subjects. Jacqueline is especially delighted
to lend her support to the Girlguiding
Association for technology transformation.
She was awarded a CBE for services to
international trade in the technology industry
in 2018.
Andrew Findlay
Non-Executive Director
Nationality
British
Appointment to the Board
1 June 2017
Committee membership
Audit (Chair), Nomination
Current external commitments
Chief Financial Ocer of M Group
Services Limited
Previous roles and relevant skills and
experience
Andrew is a chartered accountant with a wealth
of nancial expertise, proven commercial
experience and strong consumer-centric
background. He has a deep knowledge of
nancial reporting and risk management,
technological solutions and consumer platforms.
Andrew is currently the Chief Financial Ocer of
M Group Services Limited, a leading essential
infrastructure services provider in the UK and
Ireland. He was previously the Chief Financial
Ocer of easyJet plc from 2015 until February
2021. Before joining easyJet, Andrew was Chief
Financial Ocer of Halfords plc and prior to that
Director of Finance, Tax and Treasury at Marks
and Spencer Group plc. He formerly held senior
nance roles with the London Stock Exchange
and Cable & Wireless, in the UK and US. Andrew
qualied as a chartered accountant with Coopers
& Lybrand.
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 67
Sandra Odell
Company Secretary
Appointment as ocer of the Board
1 November 2016
Current external commitments
None
Previous roles and relevant experience
Sandra is a Fellow of the Chartered
Governance Institute. Prior to joining
Rightmove, Sandra was Company Secretary
of Quintain, the London property developer,
and before that held various senior company
secretarial positions in listed nancial
services companies.
Lorna Tilbian
Non-Executive Director
Nationality
British
Appointment to the Board
1 February 2018
Committee membership
Remuneration (Chair), Nomination
Current external commitments
Non-Executive Director of Proven VCT plc
Non-Executive Director of Finsbury Growth &
Income Trust 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 nancial 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.
Amit Tiwari
Non-Executive Director
Nationality
American
Appointment to the Board
1 June 2019
Committee membership
Audit, Nomination
Current external commitments
Managing Director of Vitruvian Partners LLP
Previous roles and relevant skills and
experience
Amit has a strong understanding of the online
classied sector and innovation across a
range of online marketplace businesses, with
extensive knowledge of nance 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 Oce.
He previously held senior investment
management roles at Morgan Stanley & Co
International plc, Zi Brothers Investments
and KKR & Co. Amit has an MBA with
Distinction from Harvard Business School
and a Bachelor’s degree in Economics with
Honours from Harvard College.
Board composition
Executive
Directors
Chair Non-Executive
Directors
5
1
2
Board skills & experience
Finance &
governance
Voice of the
customer/
property market
Technology
& innovation
Voice of the
consumer & retail
Digital
marketing &
online media
Corporate
transactions
7
4
5
5
2
4
0–3
years
Board tenure
3–6
years
6–9
years
9+
years
Board gender
Female Male
44
Board age
60+
50/
59
40/
49
Non-ExecutiveExecutive
No. of Directors
Age range
0 1 2 3 4
3
1
3
1
We recognise the benets of diversity on our Board to ensure eective engagement with Rightmove’s key
stakeholders and a variety of thinking in relation to our business strategy.
The age, gender, tenure and skills of Board members as at 1 January 2022 are set out above.
Board Composition and Diversity
68 | Rightmove plc | Annual Report 2021
Board activities
At each scheduled meeting the Board considers the minutes and actions raised at previous meetings, updates from the CEO and
CFO, and reports on each Committee’s activities from the respective Chairs.
The key responsibilities and actions carried out by the Board during the year are set out below:
Strategy Performance People Shareholders Governance
Regular reports and activities
(1)
Analysis and
implementation of
strategic initiatives
Monthly
management
report
Employee update
and feedback
Investor relations
update and share
register reports Governance and regulatory updates
February
Product development
Roadmap
Trac Update
Full-year results
and Final
Dividend
Group employee
satisfaction scores
’Have your say’
survey results
Remuneration
Committee update
on shareholder
feedback
Risk Register review
ESG Report review
Gender Pay Report review
Tax Strategy review
Modern Slavery Act Statement
Payment Practices Report
May
Mortgages update AGM – analysis of
shareholder voting
and feedback
June
O-site away day:
Estate Agency and
New Homes Update
New Strategic Models
(2)
Customer presentation
Trends in the online classied
sector
Trends in the property
market
Analyst view – how
investors value
Rightmove
Approval of Ransomware Policy
Revised Schedule of matters reserved
for Board approval
July
Half-year results
and Interim
Dividend
Risk Register review
September
Strategy update:
Tenant Services and
Mortgages
Employee engagement
with sales and customer
services teams
Update on Group
succession plan, gender
pay and diversity from
the Nomination
Committee
Annual approval of SIP
and Sharesave awards
ESG Strategy update and
performance review
November
2022 three-year business
plan approved
Phase 1 of new ERP system
reviewed and approved
Employee engagement
with new employees,
and managers giving
feedback on
performance
development training
Recommendation on appointment of EY
as external auditor
Policy review
Internal controls and risk management
update from the Audit Committee
Insurance review and renewal
December
Cyber security update
Breadth Business update
Update from the
Remuneration Committee on
2022 performance targets
Discussion of employee
engagement format
and responsibilities
for 2022
Board and Committee evaluation
feedback and actions agreed
Legal and Corporate Governance update
Report from Audit Committee on review
of 2021 Sustainability Report
Policy approval
(1) Frequency coincides with Board meetings, unless otherwise indicated.
(2) New strategic models include new business initiatives or products such as the Market Intelligence Centre, Online Conditional Auctions
and consumer services, in addition to Tenant Services and Mortgage Services.
Governance | Corporate governance report continued
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 69
There are seven scheduled Board meetings each year
including one meeting or away day devoted to consideration of
the Group’s strategy. In addition to scheduled Board meetings,
there was online and informal communication between the
Directors and management.
Directors receive Board papers in the week before meetings to
allow sucient time for review. At each Board meeting, the
Chair holds a brief informal ‘executive session’ with the Non-
Executive Directors to consider key questions and feedback
for management. The Company Secretary records Directors’
questions and challenges and agreed actions in the Board
minutes. In addition to formal Board papers, Directors receive
an update from the CEO and CFO at each Board meeting, in
addition to a more detailed monthly management report on
the operational and nancial performance of the business,
setting out actual and forecast nancial performance against
approved plans and other key performance indicators. The
Board has access to broker reports, research analyst reports
and market reviews relating to Rightmove.
Shareholder engagement
The Board welcomes opportunities to engage with current and
potential shareholders and answer any questions about the
performance and activities of the Group.
Within the regulatory framework, the Executive Directors
have conducted regular and open dialogue with shareholders
through ongoing meetings with major investors and analysts
to discuss strategy and operational and nancial 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.
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 Ocer and the Chief
Financial Ocer on their interaction with investors, as well as
share register analyses and market reports from the
Company’s brokers, UBS and Numis.
Shareholders are also kept up to date with the Group’s
activities through the Annual Report, full and half year results
presentations. The investor relations section of the
Company’s website, at plc.rightmove.co.uk provides details of
all the Directors, the nancial calendar, latest news including
nancial results, investor presentations, corporate
governance, and Stock Exchange announcements.
Annual General Meeting
The AGM provides an opportunity for shareholders to vote on
aspects of the Company’s business, meet the Directors and
ask them questions. The next AGM is scheduled to be held on
6 May 2022 at the oces of UBS Limited at 5 Broadgate,
London, EC2M 2QS. As in prior years, shareholders will be able
to raise questions in advance of the meeting through
companysecretary@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 identiable. 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 2021 AGM were passed
comfortably, and no resolutions received more than 20% of
votes against the Board’s recommendations.
Stakeholder engagement
Maintaining regular contact with our key stakeholders remains
an important part of the Board’s activities and is fundamental
to good governance. Under the Code, the Board is required
to report on how it has considered the interests of its wider
stakeholders in accordance with section 172 of the
Companies Act 2006. This report can be found in the
Section 172 Statement – Working with our Stakeholders,
in the Strategic Report.
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 2021, remote working once
again meant that Non-Executive Directors were unable to hold
face to face meetings in the rst half of the year but did receive
employee feedback during Board meetings. In the latter part of
the year our programme of engagement continued and details
can be found in the Sustainability Report and the
Remuneration Committee Report. Our Senior Independent
Director will work with the Director of People and Development
and Company Secretary during 2022 to further enhance the
programme of employee engagement activity.
Rightmove’s culture and values
The Board fully supports and reects 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 oce environment, and during 2021 employees
had access to regular fortnightly, and latterly, monthly ‘Town Hall’
webinars to provide updates and answer employees’ questions.
All Directors have access to Group employees, through a
variety of channels, detailed in the Sustainability Report.
70 | Rightmove plc | Annual Report 2021
Governance | Corporate governance report continued
The Board assesses and monitors culture through the results
of the bi-annual ‘Have Your Say’ employee survey, with a
percentage of the Executive Directors’ variable bonus directly
dependent on the survey results – more information on this
can be found in the Directors’ Remuneration Report.
Employee concerns (Whistleblowing)
During the year, the Company reviewed and approved its
Whistleblowing policy. The Board ensures that there are
arrangements in place for individuals to raise concerns.
An independent whistleblowing service continues to be
available and communicated to all employees. The service
enables individuals to report concerns anonymously and in
condence and can be accessed by telephone, email or via
the website. During 2021 no concerns were raised using this
facility and no other issues were raised that have been treated
as whistleblowing. Further information can be found in the
Audit Committee and Sustainability Reports.
Conicts 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 conict of interest with the Company.
The Directors must also declare the nature and extent of any
interest in any existing or potential conicting interest. The
Company’s Articles of Association does have provisions for
managing and authorising potential conicts of interest. The
Board approved a revised Conicts of Interest Policy in 2021
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 conicted 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 conict of
interest exists. No such conicts of interest arose in 2021.
2 Division of responsibilities
The roles of Chair and Chief Executive Ocer 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.
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
aect, or could appear to aect, 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 holds one other non-executive directorship of a
listed company, as permitted under the Code. The Board
recognises that non-executive directorships can broaden the
knowledge and experience of the Executive Directors, which
may benet the Company.
Board and Committee membership and attendance
The membership of the Committees of the Board and
attendance at Board and Committee meetings for the
year under review are set out in the table below:
Board
(1)
Remuneration
Audit
Nomination
Corporate
Responsibility
(2)
Total meetings 7 6 5 2 1
Andrew Fisher 7 – – 2 1
Peter Brooks-Johnson 7 – – – 1
Alison
Dolan 7 – – – 1
Jacqueline de Rojas 7 6 5 2 1
Rakhi Goss-Custard 7 6 – 2 1
Andrew Findlay 7 – 5 2 1
Lorna Tilbian 7 6 – 2 1
Amit Tiwari 7 – 5 2 1
(1) There were seven scheduled Board meetings in 2021. The Board away day
(two days), is included in these numbers.
(2) The Corporate Responsibility Committee was established as a Board Committee
in June 2021.
All of the Board have attended all Board and relevant
Committee meetings during the year and have shown
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 2021, at which the performance of the
Chair was also reviewed without him present.
3 Board composition and evaluation
At the date of this report, the Board comprises two Executive
Directors and six Non-Executive Directors, including the Chair.
The Executive Directors are Peter Brooks-Johnson (Chief
Executive Ocer) and Alison Dolan (Chief Financial Ocer)
and the Non-Executive Directors are Andrew Fisher (Chair),
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 71
Jacqueline de Rojas (Senior Independent Director), Andrew
Findlay, Rakhi Goss-Custard, Lorna Tilbian and Amit Tiwari.
All Directors will retire and oer themselves for re-election
at the next AGM. The Board is satised that the Directors
retiring and standing for re-election are well qualied 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-benecial interest in 1,151,109 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 have been no Board changes during the year.
More information on the usual selection and appointment
process for new Directors, can be found in the Nomination
Committee Report.
Board diversity and experience
Rightmove is committed to a diverse Board comprised of
directors from dierent 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
eective Board and business and promotes the Company’s
ongoing success. We strive to maintain the optimal balance,
using a meritocratic appointment process.
At 31 December 2021, 50% of both executive and non-
executive Board members were female, along with the strong
female representation amongst the Senior Leadership Team. We
remain committed to our policy of recruiting the best people and
appropriate talent for the business whilst seeking to maintain as
near 50:50 gender balance on the Board as possible.
We are pleased to report that as at 31 December 2021, 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 in future.
The range of skills and experience the Board considers
necessary to deliver Rightmove’s business strategy, as
identied in the Board Strategy Review, includes:
• nance and governance
• technology and innovation
• voice of the customer and property market
• voice of the consumer and retail
• digital marketing and online media
• corporate transactions
Further information can be found at the beginning of this
report and in the Sustainability Report.
Board evaluation
The Board last completed an externally facilitated performance
evaluation in 2018. Therefore, the evaluation conducted in
2021 was externally facilitated by Independent Audit and
details can be found in the Nomination Committee report.
The 2022 Board and Committee evaluations will be internally
facilitated by questionnaire and direct feedback.
Re-election to the Board
Directors are appointed and may be removed in accordance
with the Articles of Association of the Company and the
provisions of the Act. All Directors are subject to election at the
rst AGM following their appointment and in accordance with
the Code, all Directors will seek re-election at the 2022 AGM.
Indemnication 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 ocers, which remains in force at the
date of this report. The Group has also arranged directors’ and
ocers’ 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 signicant risks it is willing to take in achieving
its strategic objectives and monitors and reviews the
eectiveness of the Company’s risk management and internal
control systems. Further details can be found in the Audit
Committee Report in the Governance section and the Risk
Management section of the Strategic Report.
5 Remuneration
The Annual Remuneration Report 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 can be found later in
this Governance section.
72 | Rightmove plc | Annual Report 2021
Governance | Audit Committee report
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 2021. In this report we aim to provide an
overview of the principal activities of the Committee and an
update on the key areas of review as the Committee
discharged its responsibilities during the year.
The Committee’s key responsibilities are set out in the
Corporate Governance Report on page 64.
The Committee has overseen a detailed programme of work
during 2021, including agreeing the scope – and reviewing the
results – of the work delivered by the PwC-outsourced internal
audit function, Rightmove Assurance. This year, PwC reported
on customer onboarding; third party supplier management;
the purchase to payments nancial controls; GDPR, and the
mobilisation of the project to select and implement a new
nance system. A key focus of the Committee has been the
continued enhancement of the risk and compliance
framework, including the formation of a new Legal and
Compliance function and a new Risk Committee, which
supports the Committee. Other activities undertaken by the
Committee during the year were to evaluate the reporting
requirements of the new TCFD framework; to agree the scope
and review of the new reporting for climate-based nancial
disclosures (TCFD) and Science Based Target initiative (SBTi);
to conduct a competitive tender for the provision of external
audit services from 2022; to assess the Rightmove response
to the BEIS consultation on audit reform; and to consider the
letter received from the Financial Reporting Council in relation
to its review of Rightmove’s 2020 annual report and accounts.
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 implementation of the new
nance system will also be a key priority for the Committee in
2022. Other areas of focus will include Internal Audit reviews
of operational product development; cloud security; the
customer experience within the Overseas business; and the
implementation of the new nance system. The Committee
will also monitor the transition to, and the eectiveness of, the
new external auditor, EY LLP.
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
form from the Company Secretary.
Committee’s remit
The Committee is an essential part of Rightmove’s governance
framework, to which the Board has delegated oversight of the
accounting, nancial reporting and internal control processes, the
outsourced internal audit function and the review of the eectiveness
and quality of the external auditor.
Committee members and auditors
The Committee members are independent Non-Executive Directors
and comprise:
• Andrew Findlay (Chair) • Jacqueline de Rojas • Amit Tiwari
The Group’s external auditor is KPMG LLP. PwC LLP provide internal
audit services.
2021 Activities
The Committee met ve times during 2021 and its key activities were to:
• conduct a competitive tender for the provision of external audit
services to the Group
• assess the integrity of the Group’s half-year report and annual
nancial statements, considering the application of nancial reporting
and governance standards, including the use of Alternative
Performance Measures
• review management’s approach to any key judgmental areas of
reporting and the related comments of the external auditor
• conrm that the Annual Report is as a whole fair, balanced and
understandable
• review the eectiveness of Rightmove’s internal control processes
• consider the structure and approach of the newly formed Risk and
Compliance function, including reviewing the terms of reference of
the Risk Committee
• evaluate the reporting requirements of the new TCFD framework and
agreeing the scope and review of the new reporting for climate-based
nancial disclosures (TCFD)
• agree the scope and terms of reference for the reviews undertaken
by Internal Audit
• assess the progress, and or conclusions, and recommendations of
the Internal Audit reports on customer vetting and onboarding,
purchase to payables nancial controls, and GDPR processes
• evaluate the eectiveness of the external auditor and the Internal
Audit function, and
• review and challenge the Internal Audit plan for 2022.
2022 Priorities
• continued focus on key risk areas such as compliance, cyber and
data security
• review of product development, cloud security, FCA compliance,
the implementation of a new nance ERP system and transition to
the new auditor.
Andrew Findlay
Chair of the Audit Committee
Audit Committee Report Summary
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 73
I will be available at the AGM to answer any questions about the
work of the Committee.
Andrew Findlay
Chair of the Audit Committee
Audit Committee membership and meetings
All the members of the Audit Committee are Independent
Non-Executive Directors in accordance with provision 24 of
the UK Corporate Governance Code (the Code). The Board
has determined that Andrew Findlay, as the Committee Chair,
has the recent and relevant nancial experience required by
the Code, given his several executive nance roles, including
his current role as Chief Finance Ocer 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 nancial
experience of Andrew Findlay, the technology background of
Jacqueline de Rojas and the deep nancial 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 ve times during 2021 and attendance
of the members is shown in the Corporate Governance
Report. In order to maintain eective communication between
all relevant parties, the Committee invited the Chief Financial
Ocer, together with appropriate members of the
management team, and the external and internal auditors, to
meetings as necessary. The Committee periodically set time
aside to seek the views of the external auditor, without the
presence of management. The external auditor had direct
access to the Chair to raise any concerns outside formal
Committee meetings. The Committee also met separately
with the internal auditor during the year, and in between
meetings the Chair maintained contact with the Chief Financial
Ocer, 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 eectiveness
The eectiveness of the operation of the Committee was
reviewed in December 2021 as part of the internal Board
and Committee evaluation process. The feedback on the
Committee was unanimously positive and armed that the
Committee is eective and provides appropriate challenge.
Financial reporting
The Committee is responsible for reviewing the
appropriateness of the Group’s half-year report and annual
nancial 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 new reporting for climate-based nancial 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.
Signicant accounting matters
The key signicant accounting matter in the context of the
2021 Group nancial statements is revenue recognition.
The Committee considers this area to be signicant given the
volume of transactions and the fact that revenue is the most
material gure 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 was appropriate.
In relation to the parent Company nancial statements, the
key signicant accounting matter is the recoverability of the
investment by the parent Company in its subsidiary Rightmove
Group Limited, given its materiality in the context of the total
assets of the parent Company.
74 | Rightmove plc | Annual Report 2021
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 are able to tailor their
packages. The Group recognises this revenue
over the period of the contract or the point at
which advertising products are used.
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 oers 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 satised with the
explanations provided and conclusions reached.
As part of the nancial statement audit, KPMG 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 reported to the Committee.
Investment by the Company Rightmove plc in
Rightmove Group Limited (RMGL)
The investment by the Company in RMGL is
carried at cost, adjusted for subsequent additions
to the investment. Cost was initially assessed at
28 January 2008 when Rightmove plc became
the parent company of RMGL. Share-based
payments awards to RMGL employees are
accounted for as a deemed capital contribution
by Rightmove plc to RMGL, with the value of the
share-based payments charge for those awards
increasing the value of the investment. Further
details are provided in Note 15 to the nancial
statements. The investment is not considered
at risk of material misstatement or subject to
signicant judgement, however it is considered
signicant due to its size in relation to the
Company balance sheet.
The Committee reviewed the assumptions made by management, including
the strong track record of protable growth and cash generation by RMGL.
Furthermore, the Rightmove plc share price has increased signicantly in the
12 years since 2008, resulting in a current market value exceeding £6 billion,
signicantly higher than the investment carrying value of £0.6 billion. As RMGL
is the main trading entity of Rightmove plc, we therefore see no evidence of
impairment. The Committee was satised with the assumptions made.
The Committee also reviewed and considered the following areas in relation to the 2021 nancial statements.
Accounting matter Committee review
Going concern and viability statements In assessing the validity of the viability and going concern statements detailed
on pages 33 and 122 to 123, the Committee reviewed the work undertaken by
management to assess the Group’s resilience to the Principal Risks set out
on pages 29 to 32 under various stress test scenarios. The Committee
concluded that the viability time-period of three years remained appropriate.
The Committee were satised that sucient rigour was built into the process
to assess going concern and viability over the designated periods.
Governance | Audit Committee report continued
STRATEGIC REPORT
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FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 75
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 reected in
the nancial 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 nancial reporting in the nancial 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 identied and appropriately highlighted?
• Are the alternative performance measures explained clearly with appropriate
prominence?
• Are the key judgements referred to in the narrative reporting and signicant issues
reported in this Committee Report consistent with disclosures of key estimation
uncertainties and critical judgements set out in the nancial statements?
• How do these judgements compare with the risks that KPMG are planning to
include in their Auditors’ Report?
Is the report understandable?
• 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?
Conclusion
Following its review, the Committee is of the opinion that the 2021 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.
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 shareholders to assess the Group’s
position and performance, business model and strategy.
The Committee was provided with an early draft of the Annual
Report in order to assess the strategic direction and key
messages being communicated. Feedback was provided by
the Committee in advance of the February 2022 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 nal comment and approval.
To help the Committee in forming its opinion, management
presented a fair, balanced and understandable paper to the
February 2022 Audit Committee, which identied the key
themes in the Annual Report and assessed whether each of
the governance requirements were met.
When forming its opinion, the Committee reected on the
information it had received and its discussions throughout the
year. It considered the key messages for 2021 and whether
these are appropriately and consistently disclosed throughout
the Annual Report, with equal prominence of front half
reporting and nancial 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:
76 | Rightmove plc | Annual Report 2021
External Audit Tender
During the year, the Committee led a formal competitive
tender process for external audit services for the 2022 nancial
year onwards. The Group has therefore complied with the UK
Competition and Markets Authority’s Statutory Audit Services
Order 14, which states, among other matters, that FTSE 350
listed companies should put their external audit contract out to
public tender at least every ten years.
KPMG was not invited to re-tender, as reappointment would
mean it would exceed the allowed maximum period in oce.
The Board and the Committee have remained satised with
both KPMG’s quality of service and their independence and
objectivity throughout their tenure.
The Audit Committee led a rigorous tender process, including
agreeing the selection criteria against which the tendering
rms would be assessed, the tender timetable and
requirements for the rms’ proposal documents and
presentations. An outline of the process undertaken is
included in the table below.
The Committee, following an assessment of the tender
process and consultation with management, recommended
the Board appoint EY LLP as external auditor, with eect for
the full year ended 31 December 2022, including the half year
ended 30 June 2022. The Board accepted the Committee’s
recommendation to appoint EY LLP as external auditor and
a resolution for the appointment of EY LLP will be put to
shareholders at the Annual General Meeting in May 2022.
The Committee conrms this recommendation is free from
inuence by a third party and that no contractual term has
been imposed on the Company which would limit the choice
of auditor. KPMG will cease to hold oce following the
completion of the audit of the Group’s Financial Statements
for the current y ear ended 31 D ec ember 2021.
FRC Review
During the year the Financial Reporting Council (‘FRC’)
reviewed Rightmove’s 2020 Annual Report and Accounts in
relation to their review of UK corporate reporting in 2020/21 (in
accordance with Part 2 of the FRC Corporate Reporting Review
Operating Procedures). Rightmove received a letter from the
FRC informing them that, based on that review, the FRC had
no questions or queries that they wished to raise. The letter
included a schedule of minor improvements to consider in
the preparation of the Company’s next annual report and
accounts, where the FRC believed that users of the accounts
could benet from increased disclosure. No response to the
letter was required from Rightmove, other than
acknowledgement of receipt of the letter.
The FRC’s review provides no assurance that the annual report
and accounts are correct in all material respects. The FRC's
role is not to verify the information provided but to consider
compliance with reporting requirements. Rightmove’s
management and the Audit Committee welcomed the
comments received by the FRC, have incorporated the
matters raised into the Annual Report where appropriate
and are supportive of its goal of increasing transparency in
corporate reporting.
External Audit
The Committee has primary responsibility for overseeing the
quality and eectiveness of the external auditor, KPMG LLP
(KPMG), who is engaged to conduct a statutory audit and
express an opinion on the nancial statements. The
Committee reviews the scope of KPMG’s audit, which
includes the review and testing of the systems of internal
nancial control used to produce the information contained
in the nancial 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 £300,000 for the year as set out in
Note 6 of the nancial statements.
The Committee is responsible for making recommendations
to the Board in relation to the appointment of the external
auditor. KPMG was reappointed as auditor of the Group at the
2021 AGM. The current external audit engagement partner is
Anna Jones, who has held this role since the beginning of 2018.
KPMG was rst appointed auditor to the Group in 2000 and
was reappointed in 2013 following a competitive tender.
This is the nal year of KPMG as auditors given the audit tender
conducted during the year and appointment of new auditors
from the year ending 31 December 2022.
Governance | Audit Committee report continued
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FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 77
Expression of interest
Rightmove management held meetings with the Big Four rms, excluding KPMG, and one challenger
rm to capture expressions of interest
Invitation to tender
Rightmove issued a formal Request for Proposal to the three rms who had conrmed a willingness
to participate in the tender process, detailing the evaluation criteria which would be used by the
Committee in informing its decision, which included but was not limited to:
• Tendering rm’s approach to ensuring overall audit quality
• Capability and experience of the lead partner, team and rm and their ability to provide a
high-quality audit
• Firm’s proposal to managing the audit, including:
- Overall audit approach, including risk assessment
- Management of the day-to-day process
- Coordination and communication
- Approach to transition from KPMG
- Impact of potential changes arising from the government’s BEIS proposals
• The performance of the rm during the tender process
Independence
In order to ensure auditor independence and objectivity, all rms and Rightmove management
reviewed the non-audit services provided by the tendering rms. The tendering rms also formally
conrmed their ability to comply with applicable independence rules and ability to act as Rightmove’s
auditor for the year ending 31December 2022 should they be successful in the tender process.
Preliminary meetings
The Audit Committee created a Tender Committee comprising of the Audit Committee Chair,
Chief Financial Ocer and Head of Group Reporting/Financial Controller to run the day-to-day
tender process. The Tender Committee members individually met the three tendering lead partners
and their senior team for introductions and questions.
Data room
The data room was opened to participating rms. Any request for further information was added to
the data room for access by all participating rms, not just the rm that requested the information.
Further engagement
The rms were asked to review and comment on the previous year’s Annual Report, and this was
submitted to the Tender Committee. An audit tender day was set up for each of the rms to visit the
Rightmove oces and meet key management. Following this, a nal meeting was then arranged for
each of the audit rms with the CFO and Financial Controller to discuss any further questions.
Written proposal
Rightmove received a written proposal from each of the three rms. The Tender Committee then
agreed, using the selection criteria, which two rms they recommended to invite to the proposal
presentation. This recommendation was reviewed, discussed and agreed by the Audit Committee.
Proposal Presentation
and Q&A
At the nal stage, the participating rms delivered presentations and their proposed audit plan to
the Tender Committee members, followed by a question and answer session.
References
Independent references for each rm’s lead partner and their senior manager/director were
provided and taken by the Tender Committee.
Evaluation, assessment
and Committee
recommendation
The Tender Committee’s view was that each rm could perform a quality audit of Rightmove.
However, based on the evaluation criteria above, the Tender Committee recommended EY to the
Audit Committee as the preferred choice of auditor. The assessment of the rms’ performance
against the selection criteria was reviewed and discussed by the Audit Committee who unanimously
agreed to recommend EY to the Board as the preferred choice.
Board decision
The Board considered and endorsed the Committee’s recommendation to appoint EY as the auditor
from 2022.
Announcement
Once the terms of engagement were nalised, the Group was clear on transition arrangements,
Rightmove announced the results of the audit tender to the tender rms.
Audit transition plans
EY, as the proposed external auditor, started undertaking transitional activity from January 2022,
in preparation for the external audit cycle in 2022, by shadowing the outgoing external auditor and
attending the Committee meeting in February 2022. EY also held meetings with key members of the
senior management team regularly during this period.
The steps that were undertaken as part of the process are set out below:
78 | Rightmove plc | Annual Report 2021
nancial year, the Committee was satised that there had been
appropriate focus and challenge on the primary areas of audit
risk and concluded that the performance of KPMG remained
ecient and eective in its role.
External auditor independence and objectivity
The Committee considered the safeguards in place to protect
the external auditor’s independence. KPMG reported to the
Committee that it had considered its independence in relation
to the audit and conrmed to the Committee that it complies
with UK regulatory and professional requirements and that
its objectivity is not compromised. The Committee took this
into account when considering the external auditor’s
independence and concluded that KPMG remained
independent and objective in relation to the audit.
Statement of Compliance with the Competition and
Markets Authority (CMA) Order
The Group conrms 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 eectiveness of internal
control, risk management and governance processes.
This includes assurance that underlying nancial controls and
The level of non-audit fees as a proportion of the audit fee
has typically been low at Rightmove. During the year, KPMG
charged the Group £27,000 for non-audit services,
representing 9% of the 2021 audit fee. Of this, £25,000 related
to the half-year review and £2,000 for agreed-upon procedures
in relation to the 2021 bonus outturn. Further details of these
services can be found in Note 6 to the nancial statements.
External auditor eectiveness
The Committee places great importance on ensuring that
the external audit is both high quality and eective. The
Committee considered the quality and eectiveness of the
external audit process in line with the FRC’s Practice Aid for
Audit Committees (updated 2019). The eectiveness of
the external audit process is dependent on several factors,
including the quality, continuity, experience and training of audit
personnel; understanding of the business model, strategy and
risks; technical knowledge and degree of rigour applied in the
review processes of the work undertaken; communication
of key accounting and audit judgements; together with
appropriate audit risk identication at the start of the audit cycle.
The Committee also met with KPMG at various stages during
the year, at times without management present, to discuss its
remit and any issues arising from its work as the auditor.
The Committee evaluated the eectiveness 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 2021
Governance | Audit Committee report continued
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 benets in a cost-eective
manner from the cumulative knowledge and experience of its
auditor, whilst 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.
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 nancial
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 nancial years.
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.
Prohibited, in accordance with the FRC Ethical Standards.
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 79
Committee Chair and involved issuing tailored evaluation
questionnaires which were completed by Rightmove
management, KPMG, and the Committee. The evaluation
concluded that the function had a sound appreciation of the
key issues facing the business, was realistic and robust with
audit suggestions and added value to the business.
Risk Management
During the year, the Group established a new Legal and
Compliance function, which includes a Risk Committee that
supports the Audit Committee, and comprises the CFO, the
Chief Product & Technology Ocer, the Head of Risk &
Compliance, the Director of Group Security and other
members of senior management as required, to further
strengthen the risk and control framework. 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 nancial
and other controls. This is periodically reviewed in accordance
with the FRC Guidance on Risk Management, Internal Control
and Related Financial and Business Reporting (which integrates
and replaces the earlier FRC guidance and the Turnbull
Guidance) for its eectiveness.
The Board has taken, and will continue to take, appropriate
measures to ensure that the chances of nancial irregularities
are reduced as far as is reasonably possible by improving the
quality of information at all levels in the Group, fostering an
open environment and ensuring that nancial analysis is
rigorously applied. Any system of internal control is designed to
manage rather than eliminate the risk of failure to achieve
business objectives and can only provide reasonable and not
absolute assurance against material misstatement or loss.
The Group’s management has established the procedures
necessary to ensure that there is an ongoing process for
identifying, evaluating and managing the principal risks to the
Group. These procedures have been in place for the whole of
the nancial year ended 31 December 2021 and up to the date
of the approval of these nancial 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
eectiveness of internal controls.
processes are working eectively, as well as specialist
operational and compliance reviews that focus on emerging
risks in new and evolving areas of the business. The Rightmove
Assurance plan for 2021 was approved in advance by the Audit
Committee and covered a broad range of core nancial and
operational processes and controls, focusing on specic risk
areas. Specialist reviews were undertaken in the following areas:
• Onboarding and vetting of new customers
• Purchase to payments cycle and nancial controls
• GDPR processes
The Committee reviewed the reports provided by Rightmove
Assurance that set out the principal ndings 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.
Approach to developing the 2022 internal audit plan
The approach to the 2022 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 nancial control,
regulatory, cyber or GDPR focus – and reviews with more of an
advisory focus. Additionally, as the business continues to
evolve, with new sources of revenue growth and given the
increasing complexity of the environment within which
Rightmove now operates, the Board wants to ensure an
appropriate level of continuity in the monitoring of risks and
controls throughout the year by senior management.
Consequently, the 2022 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 29 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 Rightmove Assurance plan for 2022, to ensure an
appropriate focus on the key risks facing the business and
any in-house assurance activities.
Eectiveness 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 eectiveness of internal
controls, as well as providing guidance and recommendations
to further enhance the internal control environment and
provide specialist insight into areas of change in the business.
At the end of the year, the Audit Committee undertook a
review of the eectiveness of the Rightmove Assurance
function during 2021. The evaluation was led by the
80 | Rightmove plc | Annual Report 2021
Governance | Audit Committee report continued
Through the procedures outlined above, the Board, with advice
from the Audit Committee, has considered all signicant
aspects of internal control for the year and up to the date of
this Annual Report. No signicant failings or weaknesses were
identied during this review. The control environment will be
further strengthened by the implementation of the new
nance ERP system which began in 2021.
Anti-bribery and whistleblowing
The Code includes a provision requiring the Committee to
review arrangements by which employees of the Group may,
in complete condence, raise concerns about possible
improprieties in relation to nancial 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 condential
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 reects 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 oered 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.
The key elements of the system of internal control are:
1 Major commercial, strategic, competitive, nancial and
regulatory risks are formally identied, quantied and
assessed by senior management, after which they are
considered by the Board;
2 A comprehensive system of planning, budgeting and
monitoring Group results. This includes monthly
management reporting and monitoring of performance
against both budgets and forecasts, with explanations for
all signicant variances;
3 An organisational structure with clearly dened lines of
responsibility and delegation of authority, and an embedded
culture of openness where business decisions and their
associated risks and benets are discussed and challenged;
4 Clearly dened policies for capital expenditure and
investment exist, including appropriate authorisation levels,
with larger capital projects, acquisitions and disposals
requiring Board approval;
5 Ongoing management of cash ow forecasts and cash on
deposit and, where appropriate, monitoring of compliance
with banking agreements;
6 A Compliance Framework to support the Group’s FCA
regulated subsidiaries in meeting the requirements of the
Financial Conduct Authority (FCA);
7 A Data Protection Framework to ensure the Group is
meeting the requirements of the GDPR and Data
Protection Act 2018;
8 A Cyber Security plan which identies and categorises
cyber security threats and controls, which are regularly
reviewed by the Board and Audit Committee;
9 A Legal and 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 plan 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 oce 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.
STRATEGIC REPORT
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FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 81
Governance | Nomination Committee report
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.
There were no changes to the Board of Directors or
Committee membership during the year. The Board currently
consists of eight Directors, including six Non-Executive
Directors, all of whom are considered to be independent,
from diverse backgrounds and with gender balance in both
executive and non-executive roles.
I will be available at the AGM to answer any questions about
the work of the Committee.
Andrew Fisher
Chair
Dear Shareholder
I am pleased to present the Nomination Committee report
for 2021.
The role of the Nomination Committee (the Committee) is
to keep the structure, size and composition of the Board
and Committees under review. Our primary objective is
matching the skills, knowledge and experience of Directors
to Rightmove’s business strategy and optimise Board
performance, manage risk eectively 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.
The Committee fullled its terms of reference during the
year by:
• reviewing the Group organisation and succession plans;
• considering the diversity of the Board and management
team; and
• approving the format of the externally facilitated Board
and Committee evaluations and agreeing the resulting
action plan.
Andrew Fisher
Chair of the Nomination Committee
82 | Rightmove plc | Annual Report 2021
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 briengs.
Individual Board members have access to training and can seek
advice from independent professional advisers, at the Group’s
expense, where specic expertise or training is required to
enable them to perform their duties eectively.
Throughout the year the Board received technical briengs
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 information security and data protection
training, which is a requirement for all Rightmove employees.
Board diversity and experience
We believe it is essential to maintain a Board with diverse skills
and backgrounds. The Committee devoted time to the review
of organisational succession plans and 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.
Composition and attendance at meetings
The Chair and Non-Executive Directors are members of
the Nomination Committee. The Chief Executive Ocer,
Chief Financial Ocer and the Director of People &
Development attend meetings at the request of the Chair,
to discuss the organisation and succession plans and Board
evaluation feedback.
The Committee met twice during the year and attendance at
the meetings is shown in the Corporate Governance report.
Membership
The Committee is comprised of Non-Executive Directors,
whose biographical details can be found in the Corporate
Governance report.
Throughout the year, all our Non-Executive Directors were
considered by the Board to be independent.
Principal activities
During the year the Committee has:
• reviewed the composition and diversity of the Board;
• 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 externally facilitated Board
evaluation and agreed an action plan from directors’
feedback; and
• conducted the annual review of its terms of reference.
Governance | Nomination Committee report continued
STRATEGIC REPORT
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FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 83
2021 Board evaluation
In 2021, our Directors completed an externally facilitated
review of the Board and each of its Committees. The review
was conducted by Independent Audit Limited, Board
evaluation consultants, using a bespoke questionnaire which
Directors completed online. Experts from Independent Audit
met with the Board Chair and Company Secretary to plan and
discuss the questionnaire and, following the evaluation, to
discuss directors’ feedback.
The results of the evaluation were presented to the
Committee in December and an action plan was agreed,
with input from Independent Audit, including:
– increasing the opportunities for directors to meet informally
between scheduled meetings, following two years of
reduced in-person contact;
– the Senior Independent Director taking a lead in liaising with
the Director of People and Development and the Company
Secretary to increase the variety and frequency of
employee engagement activities throughout the year;
– improving the format of business presentations and
optimising Directors’ time with presenters at Board
meetings; and
– reviewing the Board programme to include deeper dives
into key strategic initiatives, with business presentations
scheduled through the year to provide updates on
performance and strategic milestones.
Overall, the evaluation concluded that the Board is performing
well with a strong, supportive dynamic between Executive and
Non-Executive Directors, well lead and organised Committees
and good coverage of risk management and Corporate
Governance.
An internally facilitated Board and Committee evaluation will be
conducted in 2022.
Board succession 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 2021, the Committee considered current
Board skills and the talent pipeline in light of the Group’s
strategic plan. All key roles have recognised successors and
have been bolstered by new and promoted talent supporting
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 2021, evidenced by their full attendance at
Board and Committee meetings, detailed in the Corporate
Governance Report.
Board eectiveness and evaluation
Progress against 2020 Board evaluation actions
During 2021, improvements in the Board programme were
implemented in response to Directors’ feedback. The length
of Board meetings was extended to allow for more in-depth
consideration of business initiatives, and the Board awayday
was extended to two days to discuss the core business
strategy, new strategic initiatives and receive presentations
from a wider range of external speakers. Additional informal
meetings of Non-Executive Directors were scheduled, and the
Non-Executive Directors concluded each Board meeting with
an ‘executive session’ to share their feedback on the meeting
with the Board Chair. In-person employee engagement
resumed in September, with the Non-Executive Directors
meeting groups of employees to observe and discuss their
work (details can be found in the S172 Statement).
84 | Rightmove plc | Annual Report 2021
Governance | Directors' remuneration report
Annual Statement by the Chair of the Remuneration Committee
Executive Directors’ bonuses for 2021 will be 84% of the
maximum award, reecting Rightmove’s strong nancial
performance and audience share. Our CEO’s LTIP award, for
which 2021 was the nal year of performance, will vest at 25%
of the maximum award, reecting strong TSR performance
relative to the FTSE350. EPS growth fell just short of the
threshold target 20% growth over three years. Further details
are set out in this report.
The Committee considers that these incentive outcomes are
a fair reection of the Group’s performance achieved during
2021 and over the past three years, and are appropriate in the
context of the stakeholder experience.
2021 incentive outcomes
2021 annual bonus
The Committee reviewed nal performance against the bonus
plan objectives for 2021 and recommended an annual bonus
payment of 84% of the maximum for Executive Directors.
The higher bonus for 2021 primarily reects the growth in
underlying operating prot
(1)
(60% of the maximum award)
and strong audience growth
(2)
in time spent on our platforms
compared to time spent on Rightmove’s closest competitors
(15% of the maximum) and a strong recovery in our Breadth
(3)
business revenue growth (10% of the maximum). Following a
challenging year for our Tenant Services business
(4)
, the
threshold performance level for our rental services target (10%
of the maximum) has not been met. Employee satisfaction
(5% of the maximum) has again been strong, with a ‘great place
to work’
(4)
endorsement of 89%, just missing the 90%
threshold target.
2019-2021 LTIP award
Rightmove has outperformed the market over the three-year
performance period from 1 January 2019 to 31 December
2021. Rightmove’s TSR growth over that period has exceeded
the FTSE 350 Index by over 50%, resulting in 25% of the
Performance Share Plan (PSP) awards granted in 2019
vesting in March 2022 (the maximum award relating to TSR
performance). However, Rightmove’s underlying EPS
(5)
growth
has fallen just short of the threshold for EPS growth over three
years, therefore 75% of the awards granted to the CEO and our
former Finance Director will not vest.
Lorna Tilbian
Chair of the Remuneration Committee
Dear Shareholder
I am pleased to present our Directors’ Remuneration Report
for Rightmove (the Company) for the year ended
31December 2021.
Our report explains the work of the Committee and how it
applied the Remuneration Policy, which was approved by
shareholders in 2020. The Remuneration Policy and its
application are summarised in ‘Remuneration at a glance’
below. Full details of the 2020 Remuneration Policy which
applies to this Annual Report, can be found on the Company’s
website at www.plc.rightmove.co.uk/governance
2021 remuneration in the context of stakeholder
experience and company performance
The Committee has as usual considered executive
remuneration in the light of outcomes for Rightmove’s key
stakeholders and the Group’s nancial performance.
Strong nancial performance combined with record retention
of advertisers, operating eciency and increased innovation
will mean that revenue, margin and operating prot have
exceeded consensus for the full year.
– Our customers have continued to benet from the strong
UK property market in 2021, we have delivered package
improvements and tools to optimise customers’ nancial
performance and we are making good progress with
improvements in our customer support, sentiment and
leaver rates.
– Shareholder returns have resumed, with over £174m
returned through share buybacks and £64m paid in
dividends during 2021.
– Our employees returned to the oce and resumed face to
face contact with our customers in September, with
exibility to work from home two days a week. The 2021
full-year ‘Have Your Say’ survey indicates that employee
engagement and satisfaction scores remain strong,
although just falling short of our very high standards for
creating a ‘great place to work’. The all-employee pay rise
for 2022 will be 3% taking into consideration CPI.
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 85
2022 approach
The Committee has approved a 3% increase in Executive
Directors’ salaries with eect from 1 January 2022, in line with
the all-employee pay rise and in accordance with our Policy.
There are no changes to the range of benets described in the
2020 Remuneration Policy.
The 2022 Bonus plan targets have been adjusted and
weighted to align with key performance targets in the Group’s
business strategy. The nancial target weighting is 60%
(2021:80%) for underlying operating prot and 40% for
operational KPIs, of which 20% are designed to drive revenue in
the Group’s two key strategic initiatives, mortgages and rental
services. The trac and employee engagement targets are
unchanged, as the Board considers that these remain critical
to Rightmove’s nancial performance and strategy:
– 60% for underlying operating prot
(1)
;
– 15% for absolute growth in trac, compared to all our
competitors
(2)
;
– 10% for referencing volume in Rental Services;
– 10% for growth in mortgage outcomes; and
– 5% for employee engagement, based on our ‘Have Your
Say’ survey
(4)
.
The Remuneration Committee has reviewed the EPS
(5)
and
TSR performance measures which will be applied to the PSP
awards granted in 2022, and agreed that a 50:50 weighting
remains appropriate. To ensure stretching but achievable
revenue targets, the Committee is minded to approve an EPS
growth range from a threshold of 38% to a maximum of 44%
over the three-year performance period commencing on
1January 2022, taking into account the Corporation Tax rise
from 19% to 25% in 2023.
These targets have been considered in light of the Group's
internal nancial planning and external market expectations for
future growth, and are designed to provide a realistic incentive
at the lower end of the performance range and require
exceptional performance to achieve full vesting. On this basis,
the Committee is satised that the range of targets remain
appropriately demanding, and no less challenging than for prior
year awards.
Shareholder and employee engagement
I have written to investors holding in total over 50% of
Rightmove shares to outline the Committee’s proposals for
2022 and invited their feedback. Our major shareholders have
raised no concerns with our proposals.
I have also engaged directly with employees in relation to their
pay and benets and executive remuneration at Rightmove,
including how it aligns with wider Company pay policy. The
views I have received were shared with the Committee and
indicate that there is a strong sense that ‘we’re all in it together’,
hard work is acknowledged and rewarded, and benets are in
line with expectations. There is a strong view that the Group’s
remuneration policy should reward eort and achievement
throughout the workforce. The Committee has also received
feedback on employee sentiment, including pay, from
employees during the year from our Director of People and
Development.
I will be available at the AGM to answer any questions you may
have on the application of Rightmove’s Remuneration Policy in
2021 and its proposed application in 2022.
Lorna Tilbian
Chair of the Remuneration Committee
25 February 2022
(1) Underlying operating prot is dened as operating prot before share-based
payments charges (including the related National Insurance).
(2) Time in minutes 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-
dened list of Rightmove Sites, RIGHTMOVE.CO.UK, ZOOPLA.CO.UK,
PRIMELOCATION.COM, January 2019 – December 2021, United Kingdom
(3) Revenue excluding Agency and New Homes.
(4) Based on employee respondents selecting ‘Yes’ in response to this question in
the annual employee survey.
(5) Underlying earnings per share (EPS) is dened as underlying prot (prot 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.
86 | Rightmove plc | Annual Report 2021
Governance | Remuneration at a glance
2021 Financial performance
Pay and performance for 2021
The charts below show the actual remuneration for the Chief Executive Ocer and the Chief Financial Ocer for 2021. The charts include
data for salary, bonus and the LTIP (performance shares) granted in 2019, with a performance period ending on 31 December 2021.
The charts exclude data for benets and pensions, details of which can be found in the single remuneration gure table.
Revenue
48%
Returns to shareholders
£238.8m
Underlying Operating prot
(1)
68%
Chief Executive Ocer – Peter Brooks-Johnson
0 500 1000 1500 2000 2500
£000
£515.7 £902.5
£902.5
£515.7 £758.1 £397.7
£515.7
Minimum
Actual
Maximum
Amounts shown in £’000
LTIPBonusSalary
£165.3
Chief Financial Ocer – Alison Dolan
0 500 1000 1500 2000
2500
£000
£393.9 £689.3
£393.9 £579.0
£393.9
£124.1
£220.5
£124.1
£220.5
Minimum
Actual
Maximum
£40.8
£124.1
Amounts shown in £'000
BonusSalary
Long-term incentive plan performance – 25%
Underlying EPS
(5)
Total Shareholder Return
Underlying Earnings per share (EPS)
increased by 19.1% over three years,
missing the threshold of 20% growth;
this element of the 2019 PSP awards
will not vest in 2022.
25% out of a maximum of 25%
for this element of the 2019 PSP
awards will vest as relative three-
year TSR performance exceeded
the FTSE 350 index by over 50%.
Pence per share
Source: Rightmove
Source: Thomson Reuters
The graph shows underlying EPS
(5)
as at 31 December 2021 (21.8p),
compared to EPS as at 31 December 2018 (18.3p).
10
14
18
22
16.3
20.3
21.8
2017 2018 20212019 2020
Underlying basic EPS
(5)
18.3
Value £
Dec 2018 Dec 2019 Dec 2020 Dec 2021
Total shareholder return
Rightmove
FTSE 100
FTSE 350
12.8
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 the same date.
-+26%
+88%
+23%
60
80
100
120
140
160
180
200
Underlying EPS
Pence per share
Source: Rightmove
Source: Thomson Reuters
The graph shows underlying EPS
(5)
as at 31 December 2021 (21.8p),
compared to EPS as at 31 December 2018 (18.3p).
10
14
18
22
16.3
20.3
21.8
2017 2018 20212019 2020
Underlying basic EPS
(5)
18.3
Value £
Dec 2018 Dec 2019 Dec 2020 Dec 2021
Total shareholder return
Rightmove
FTSE 100
FTSE 350
12.8
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 the same date.
-+26%
+88%
+23%
60
80
100
120
140
160
180
200
Total Shareholder Return
Shareholder alignment
Shareholding guidelines
Proportion of variable awards
received in shares
200% of salary for all Executive
Directors
80% of performance-related pay for
2021 was awarded in Rightmove shares
Annual bonus achievement – 84%
Performance Target Threshold Actual
Bonus %
achieved
Underlying operating prot
(1)
£204.5m £231.0m 60%
Growth in absolute time on
site in minutes relative to our
nearest competitors
(2)
Same
absolute
growth in
minutes
Growth in time on
Rightmove platforms in
minutes compared to
2019 (and 2020) was
over 100% better than
our nearest competitors
15%
Innovation – growth in
Other revenue
(3)
£21m £26.9m 9%
Tenant Services revenue £4.5m £3.1m 0%
Employee survey respondents
who think ‘Rightmove is a
great place to work’
(4)
90% 89% 0%
(1) Underlying operating prot is dened as operating prot before share-based payments
charges (including the related National Insurance).
(2) Time in minutes 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-dened list of Rightmove
Sites, RIGHTMOVE.CO.UK, ZOOPLA.CO.UK, PRIMELOCATION.COM, January 2019 –
December 2021, United Kingdom.
(3) Revenue excluding Agency and New Homes.
(4) Based on employee respondents selecting ‘Yes’ in response to the question “is Rightmove
a great place to work” in the annual employee survey.
(5) Underlying earnings per share (EPS): is dened as underlying prot (prot 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.
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 87
Governance | Directors’ remuneration report continued
2020 Remuneration Policy and application
Policy Application in 2021/2022
Base salaries
Executive Directors will normally receive
inationary adjustments to salaries in line with
wider workforce increases
Executive Directors will receive a 3% pay rise in line
with the wider workforce from 1 January 2022.
Pension
Rightmove contributes 6% of base salary, subject
to an employee contributing a minimum of 3% of
base salary
The CEO elected not to participate in the Group
pension plan during the year. The CFO joined the
Group pension scheme, on the same terms as all
employees, in December 2020.
Annual bonus and Deferred Share Bonus Plan
(DSP)
Maximum 175% of salary, with 40% cash and 60%
deferred into Company shares for two years
Executive Directors’ 2020 bonus awarded in March
2021 based on a maximum of 125% of salary. The
CEO and CFO will be awarded cash and deferred
bonuses for 2021 in March 2022 based on a
maximum of 175% of salary with 60% deferred
into shares.
Performance Share Plan (PSP)
Awards granted at 175% of salary to which a
ve year holding period applies, comprising a
three year vesting and a two-year post-vesting
holding period
The CEO and CFO were granted awards in March
2021, based on the three-year performance
period from 1 January 2021 to 31 December 2023
at 175% of salary, exercisable from March 2026.
Malus and Clawback
Enhanced malus and clawback apply to DSP and
PSP awards
Applied to the 2021 PSP and DSP awards.
Shareholding Guidelines
200% of basic salary –
Post cessation shareholding requirements
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 rst year, and
50% for the second year
–
Non-executive director fees (including the
Company Chair and additional fees for chairing
Board Committees)
The fees for Non-Executive Directors are reviewed
periodically (normally every three years). Fee levels
reect the responsibility, skills and knowledge
required to perform each role and the expected
time commitment
Non-Executive Directors will receive a 3% fee
increase in line with the wider workforce from
1January 2022.
88 | Rightmove plc | Annual Report 2021
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 eective 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 benet
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 2021:
Lorna Tilbian (Chair of the Committee)
Rakhi Goss-Custard
Jacqueline de Rojas
The Committee met seven times during 2021 and attendance
at meetings is shown in the Corporate Governance Report.
The Committee will meet as necessary, but normally at least
ve 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
Ocer and the Senior Leadership Team. No Executive
Director is involved in deciding their own remuneration.
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 2021, the Company paid fees of £22,450 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 satised that there are no
conicts 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 2021 included:
Pay and incentive plan reviews
• annual review and approval of Executive Directors’ base
salaries and benets;
• review of 2021 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, DSP awards and 2022 PSP awards to ensure
measures are aligned with strategy and that targets are
achievable and appropriately stretching;
• approval of share awards granted in March 2021 under the
DSP and the PSP;
• ongoing monitoring of remuneration for the Senior
Leadership Team; and
• approval of our leaver arrangements relating to share awards
for members of the Senior Leadership Team.
Governance | Directors’ remuneration report continued
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 89
Governance and strategy
• review of the 2021 AGM voting and feedback from
institutional investors;
• engagement with shareholders on the application of the
2020 Remuneration Policy in 2022;
• review and approval of the Directors’ Remuneration Report;
• evaluation of the Committee’s performance during the year;
and
• review of the Committee’s terms of reference.
Remuneration Policy
In formulating the Remuneration Policy approved by
shareholders in 2020 (‘the 2020 Policy’), the Committee
considered the following principles recommended in the Code:
• Clarity – the Policy is designed to allow our remuneration
arrangements to be structured in a way that clearly supports
the nancial 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: xed
pay (salary, benets and pension), an annual bonus award
and a long-term incentive award. The annual bonus award is
based on a combination of our nancial 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.
TheCommittee 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.
90 | Rightmove plc | Annual Report 2021
Directors’ remuneration
This section of the report sets out how the 2020 Policy was applied in 2021, along with changes in Directors’ share interests
during 2021. Information that is audited is clearly indicated.
Directors’ Single Figure Remuneration Tables (audited)
The remuneration of the Directors of the Company during 2021 for time served as a Director is as follows:
Fixed Pay Performance-related pay
Salary/fee
£
Benets
(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 – 517,896 758,115 397,662 1,155,777
1,673,673
Alison Dolan 393,900 – 23,634 417,534 579,034 – 579,034
996,568
Non-Executive Directors
(5)
Andrew Fisher 202,000 – – 202,000 – – – 202,000
Jacqueline de Rojas 65,550 – – 65,550 – – –
65,550
Rakhi Goss-Custard 55,550 – – 55,550 – – –
55,550
Andrew Findlay 70,700 – – 70,700 – – –
70,700
Lorna Tilbian 70,700 – – 70,700 – – –
70,700
Amit Tiwari 55,550 – – 55,550 – – –
55,550
(1) Benets 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 includes:
• nil cost PSPs where vesting is calculated by taking the number of nil cost options expected to vest 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 average share price for the 3 months ending 31 December 2021 of £7.28, and
• the capital gain of £7,059 on the CEO’s Sharesave option which vested on 1 November 2021, which reects the dierence between the option grant price of £3.89 and
£6.94, being the share price at vesting.
The increase in the value of the CEO’s 2019 PSP awards vesting in 2022, due to share price appreciation, was £125,188.
(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.
Governance | Directors’ remuneration report continued
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 91
The remuneration of the Directors of the Company during 2020 (audited) was:
Fixed Pay Performance-related pay
Salary/fee
(1)
£
Benets
(2)
£
Pension
(3)
£
Fixed pay
subtotal
£
Annual
bonus
(4)
£
Long-term
incentives
(5)
£
Variable pay
subtotal
£
Total
remuneration
in 2020
£
Executive Directors
Peter Brooks-Johnson 477,736 2,224 – 479,960 165,312 315,555 480,867
960,827
Alison Dolan
(6)
124,091 – 1,950 126,041 40,793 – 40,793
166,834
Robyn Perriss
(7)
165,868 1,244 – 167,112 23,747 171,873 195,620
362,732
Non–Executive Directors
(8)
Andrew Fisher 187,121 – – 187,121 – – –
187,121
Jacqueline de Rojas 56,136 – – 56,136 – – –
56,136
Rakhi Goss-Custard 51,458 – – 51,458 – – –
51,458
Andrew Findlay 65,492 – – 65,492 – – –
65,492
Lorna Tilbian 65,492 – – 65,492 – – –
65,492
Amit Tiwari 51,458 – – 51,458 – – –
51,458
(1) All directors volunteered a 20% reduction in their salaries and fees for four months (April to July 2020); a total reduction of £83,228.
(2) Benets in kind for the Executive Directors relate to private medical insurance and the medical cash plan.
(3) Alison participated in the Rightmove pension scheme on the same terms as all employees.
(4) The annual bonus amount relates to the accrued payment in respect of the full-year results for the year ended 31 December 2020 including the deferred element
(60% of the annual bonus is deferred in shares with a two-year vesting period).
(5) The value of the long-term incentives 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 28 February 2021 (including dividend roll-up), which are subject to the
three-year performance period, ending on 31 December 2020, multiplied by the vesting date closing share price of £5.65, and
• the capital gain of £7,890 on the CEO’s Sharesave option which vested on 1 November 2020, is the dierence between the option grant price of £3.29 (adjusted for the
share subdivision) and £6.18, being the share price at vesting on 1 November 2020.
The increase in the value of the PSP awards vesting in 2020, due to share price appreciation, was £90,230 for the CEO and £50,406 for the former Finance Director.
(6) Salary and benets for four months from 7 September 2020.
(7) Salary and benets are shown to 30 June 2020, being the period of Robyn’s service as a Director; her bonus and performance shares were pro-rated to 30 June 2020.
(8) The basic fee for all Non-Executive Directors (excluding the Chair) in 2020 was £55,000; Committee Chairs (excluding Nomination Committee) received an additional fee of
£15,000, and the Senior Independent Director received an additional fee of £5,000. The Chair’s fee was £200,000. All fees were subject to a voluntary 20% reduction for four
months, from April to July 2020.
Dened 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
having joined in December 2020, on the same basis as all employees. The Company does not contribute to any personal
pension arrangements.
External appointments
With the approval of the Board in each case, Executive Directors may accept one external appointment as a non-executive
director of another listed or similar company and retain any fees received.
Peter Brooks-Johnson is a Non-Executive Director of Adevinta ASA, the international online classieds operation, which
is listed on the Oslo Børs. Peter received a director’s fee of 842,500 Norwegian Krone from Adevinta for the year to
31December 2021 (2020: €72,000 received, equivalent to 755,224 Norwegian Krone as at 31 December 2020).
92 | Rightmove plc | Annual Report 2021
How was pay linked to performance in 2021?
Annual bonus plan
The incentive for the nancial year ended 31 December 2021 was in the form of a cash bonus of up to 70% of salary and a DSP
bonus of up to 105% of salary (i.e. 175% in total awarded under the 2020 Policy). The bonus, both cash and DSP elements, was
determined by a mixture of operating prot performance (60%) and key performance indicators (40%) relating to underlying
drivers of long-term revenue growth.
The Committee reviewed the performance targets for the 2021 bonus plan during the year and agreed that the trac
target should be adjusted to compare trac growth between 2019 and 2021. The Committee considered that 2020 was
an exceptional year in terms of trac, due to the disruption caused by the pandemic to the property market, and therefore
2019 was a more appropriate baseline for this target. The Committee was satised that the adjustment represented a no less
challenging target, and the trac comparison for time on site in 2021 was also 100% better than Rightmove's nearest
competitors compared to 2020.
When comparing performance against the 2021 bonus targets set, the Committee determined that 84% of the maximum
achievable cash and DSP bonus should be paid to the Executive Directors in March 2022. Accordingly, a cash bonus of 59%
of base salary (out of a maximum of 70%) will be paid to the executives and 88% of base salary (out of a maximum of 105%) will
be granted to the Executive Directors under the DSP, which will be deferred until March 2024.
Details of the achievement of bonus targets are provided in the following table:
Measure Target
As a % of
maximum bonus
opportunity Actual performance achieved
Resulting
bonus
% achieved
Financial targets
Underlying operating
prot
(1)
Growth in underlying operating prot:
• £204.5m: 10% payout
• £221.5m: 100% payout
60% Underlying operating prot
achieved: £231.0m.This represents
growth of 68% on 2020
60%
Strategic targets
Trac market share
(2)
Growth in time in minutes spent on
Rightmove platforms as measured by
comScore relative to Rightmove’s
nearest competitors
• Same absolute growth: 25% payout
• 50% higher absolute growth:
100%payout
15% Growth in time in minutes spent on
Rightmove platforms compared to
2019 (and 2020) was over 100%
better than our nearest
competitors’ platforms
15%
Other business
revenue
(3)
• Growth of £21.0m: 25%
• Growth of £27.5m: 100%
10% Revenue growth of £26.9m
achieved
9%
Rental Services
Revenue
Target:
• £4.5m: 25% payout
• £6m: 100% payout
10% Revenue was £3.1m, which is
below threshold
0%
Employee
engagement
(4)
Percentage of respondents to
theemployee survey who say
‘Rightmove is a great place to work’:
• 90%: 25% payout
• 95%: 100% payout
5%
89% of respondents agree
‘Rightmove is a great place to work’,
which is below threshold
0%
Total 100% 84%
(1) Underlying operating prot is dened as operating prot before share-based payments charges (including the related National Insurance).
(2) Time in minutes spent on Rightmove platforms, relative to our nearest competitors (Zoopla.co.uk and PrimeLocation.com). Source: Comscore MMX
®
Desktop only +
Comscore Mobile Metrix
®
Mobile Web & App, Total Audience, Custom-dened list of Rightmove Sites, RIGHTMOVE.CO.UK, ZOOPLA.CO.UK, PRIMELOCATION.COM,
January 2019 – December 2021, United Kingdom
(3) Revenue excluding Agency and New Homes.
(4) Based on the results of the annual employee engagement survey.
Governance | Directors’ remuneration report continued
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 93
Long-term incentives vesting during the year
The PSP awards granted to Peter Brooks-Johnson and Robyn
Perriss, (Rightmove's former Finance Director) in March 2019
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 31December 2021.
The vesting schedule for the relative TSR element of the 2019
PSP awards is set out below:
Relative TSR condition
% of award vesting
(maximum 25%)
Less than the Index 0%
Equal to the Index 6.25%
25% higher than the Index 25%
Intermediate performance Straight-line vesting
At the end of the performance period, Rightmove’s TSR
was 88% compared to 26% for the FTSE 350 Index. This
performance is over 62% above the Index and therefore this
part of the award will vest at the maximum level of 25% on
6March 2022.
Rightmove's underlying EPS growth is measured over a period
of three nancial years (2019 to 2021); the vesting schedule is
set out below:
Underlying EPS
(1)
growth from
2019 to 2021
% of award vesting
(maximum 75%)
Less than 20% 0%
20% 18.75%
50% 75%
Between 20% and 50% Straight-line vesting
(1) Underlying earnings per share is dened as underlying prot (prot 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
21.8p which is 19.1% higher than underlying EPS of 18.3p for
the base year 2018. Therefore, there will be nil vesting for this
part of the award (maximum of 75%).
Share awards granted during the year (audited)
On 3 March 2021 Peter Brooks-Johnson and Alison Dolan
were awarded shares under the PSP, which vest in March 2024
and are exercisable from March 2026. 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).
Executive Director
Basis of
grant
Number
of shares
Face value
ofaward
(1)
Peter Brooks-Johnson 175% of
base salary
153,062 £893,882
Alison Dolan 175% of
base salary
116,906 £682,731
(1) Based on the average mid-market share price for the three consecutive days prior
to grant, taken from the Daily Ocial List, of £5.84
The vesting schedule for the relative TSR element of Executive
Directors' 2021 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 nancial years.
Relative TSR condition
% of award vesting
(maximum 50%)
Less than the Index 0%
Equal to the Index 12.5%
25% higher than the Index 50%
Intermediate performance Straight-line vesting
Rightmove's EPS growth will be measured over a period of
three nancial years (2021-2023). The EPS gure used will
be equivalent to the Group’s underlying EPS
(1)
.
The following vesting schedule will apply for Executive
Directors' awards granted in 2021:
Underlying EPS
(1)
growth from
2021 to 2023
% of award vesting
(maximum 50%)
Less than 87% 0%
87% 12.5%
95% 50%
Between 87% and 95% Straight-line vesting
(1) Underlying earnings per share is dened as underlying prot (prot 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 nancial year 2020
from which these targets will be measured is 12.6p.
94 | Rightmove plc | Annual Report 2021
Share-based incentives held by the Executive Directors and not exercised as at 31 December 2021 (audited)
Date granted
Share–based
incentives held
1 January 2021
(1)
Granted/dividend
roll–up
Exercise price
(1)
Exercised
Average share price
at date of exercise
Lapsed
Share–based
incentives held at
31December 2021
Vesting date
Expiry date
Executive Directors
Peter Brooks–Johnson
01/03/2017
(PSP)
165,170 – £0.00 (165,170)
(2)
– –
–
01/03/2020 28/02/2022
09/05/2017
(PSP)
30,549 – £0.00 (30,549)
(2)
– –
–
09/05/2020 08/05/2022
01/10/2017
(Sharesave)
2,730 – £3.29 (2,730)
(3)
£6.02 –
–
01/11/2020 30/04/2021
28/02/2018
(PSP)
212,310 1,376 £0.00 (54,454)
(4)
£6.98 (159,232)
–
28/02/2021 27/02/2023
01/10/2018
(Sharesave)
2,313 – £3.89 – – –
2,313
01/11/2021 30/04/2022
06/03/2019
(DSP)
56,498 – £0.00 (56,498)
(5)
£6.98 –
–
06/03/2021 05/03/2022
06/03/2019
(PSP)
204,746 – £0.00 – – –
204,746
06/03/2022 05/03/2024
04/03/2020
(DSP)
39,282
(6)
– £0.00 – – –
39,282
04/03/2022 03/03/2023
17/09/2020
(PSP)
143,034
(7)
– £0.00 – – –
143,034
17/09/2023 17/09/2027
30/09/2020
(Sharesave)
1,754
(8)
– £5.13 – – –
1,754
01/11/2023 30/04/2024
03/03/2021
(PSP)
– 153,062
(9)
£0.00 – – –
153,062
03/03/2024 03/03/2028
03/03/2021
(DSP)
– 16,989
(10)
£0.00 – – –
16,989
03/03/2023 03/03/2024
Total 858,386 171,427 – (309,401) – (159,232) 561,180
Governance | Directors’ remuneration report continued
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 95
Date granted
Share–based
incentives held
1 January 2021
Granted/dividend
roll–up
Exercise price
Exercised
Average share price
at date of exercise
Lapsed
Share–based
incentives held at
31December 2021
Vesting date
Expiry date
Alison Dolan
17/09/2020
(PSP)
84,970
(7)
– £0.00 – – –
84,970
17/09/2023 17/09/2027
30/09/2020
(Sharesave)
3,508
(8)
– £5.13 – – –
3,508
01/11/2023 30/04/2024
03/03/2021 – 116,906
(9)
£0.00 – – –
116,906
03/03/2024 03/03/2028
03/03/2021 – 4,192
(10)
£0.00 – – –
4,192
03/03/2023 03/03/2024
Total 88,478 121,098 – – – – 209,576
(1) The Company’s ordinary shares of 1 pence each were divided into 10 new ordinary shares of 0.1 pence each on 31 August 2018. The exercise prices and the number of
shares under options granted before 31 August 2018 have been restated for the share subdivision.
(2) The performance shares awarded to Peter Brooks-Johnson under the PSP on 1 March and 9 May 2017 vested in 2020 subject to EPS and relative TSR performance
measures, 85% of the awards vested. Nil cost Options over a total of 195,719 shares (including 7,462 dividend roll up shares) were exercised by Peter Brooks-Johnson on
10November 2021 and all shares sold at an average market price of £6.98 per share, 33,223 shares lapsed on the vesting date.
(3) In September 2017, Peter Brooks-Johnson was granted Sharesave options over 2,730 shares which vested in November 2020 at an exercise price of £3.29.
Peter Brooks-Johnson exercised the option on 20 April 2021 and retained all the shares.
(4) The performance shares awarded to Peter Brooks-Johnson under the PSP on 28 February 2018 vested in 2021 subject to EPS and relative TSR performance measures,
25% of the awards vested. Nil cost options over 54,454 shares (including 1,376 dividend roll up shares) were exercised by Peter Brooks-Johnson on 10 November 2021 and
all the shares sold at an average market price of £6.98 per share; 157,856 shares lapsed on the vesting date.
(5) The deferred shares granted under the DSP on 6 March 2019 vested in March 2021. Peter Brooks-Johnson exercised the nil cost option over 56,498 shares on
10 November 2021 and sold all the shares at an average market price of £6.98 per share.
(6) On 4 March 2020, Peter Brooks-Johnson was awarded nil cost deferred shares under the DSP, which vest in March 2022. The average mid-market share price for the
three consecutive preceding days, used to calculate the number of shares awarded, was £6.21.
(7) On 17 September 2020 the Executive Directors were awarded nil cost performance shares under the PSP, which vest in 2023 and are exercisable from September 2025.
The average mid-market share price for the three consecutive preceding days, used to calculate the number of shares awarded, was £6.25.
(8) On 30 September 2020, Peter Brooks-Johnson and Alison Dolan were granted Sharesave options over 1,754 and 3,508 shares respectively at an exercise price of £5.13.
The options will be exercisable from November 2023.
(9) On 3 March 2021 the Executive Directors were awarded nil cost performance shares under the PSP, which vest in 2024 and are exercisable from March 2026. The average
mid-market share price for the three consecutive preceding days, used to calculate the number of shares awarded, was £5.84.
(10) On 3 March 2021, the Executive Directors were awarded nil cost deferred shares under the DSP, which vest in March 2023. The average mid-market share price for the three
consecutive preceding days, used to calculate the number of shares awarded, was £5.84.
Dilution (audited)
All existing executive share-based incentives can be satised from shares held in the Rightmove Employees’ Share Trust
(EBT) and shares held in treasury. It is intended that the 2022 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 2021, treasury shares were used to satisfy vested DSP and PSP awards over 805,018 shares, representing 0.1% of the
issued share capital (less treasury shares) as at 31 December 2021.
96 | Rightmove plc | Annual Report 2021
Directors’ interests in shares (audited)
The benecial and family interests of each person who served as a Director during 2021 in the share capital of the Company were
as follows:
Interests in ordinary shares of 0.1p Interests in share-based incentives
At
31 December2021
At
1 January 2021
PSP & DSP
awards
(unvested)
SAYE awards
(vested but
unexercised)
Options
(unvested)
Executive Directors
Peter Brooks–Johnson
2,017,302
2,014,553 557,113 2,313 1,754
Alison Dolan
–
– 206,068 – 3,508
Non–Executive Directors
Andrew Fisher
20,000
20,000 – – –
Jacqueline de Rojas
1,880
1,880 – – –
Rakhi Goss-Custard
5,440
5,440 – – –
Andrew Findlay
–
– – – –
Lorna Tilbian
–
– – – –
Amit Tiwari
–
– – – –
Total 2,044,622 2,041,873 763,181 2,313 5,262
• The Company’s shares in issue (including 12,480,472 shares held in treasury) as at 31 December 2021 comprised 859,678,232
ordinary shares of 0.1p each (2020: 886,387,616 ordinary shares of 0.1p each).
• The closing share price of the Company was £7.95 as at 31 December 2021. The lowest and highest share prices during the year
were £5.55 and £8.00 respectively.
• The Executive Directors are regarded as being interested, for the purposes of the Act, in 1,158,418 ordinary shares of 0.1p each
(2020: 1,395,476 ordinary shares of 0.1p each) in the Company held by the EBT at 31 December 2021 as they are, together with
other employees, potential beneciaries of the EBT.
• The Directors’ benecial holdings represented 0.24% of the Company’s shares in issue as at 31 December 2021 (2020: 0.23%),
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 oce at 31 December 2021 in the share capital of the Company as a percentage of base salary were as
follows:
Base salary
1 January 2022
Number of
shares held
benecially at
31 December 2021
Number of
vested,
unexercised
share awards
Value of
shares at
31 December 2021
(1)
Value of
shares as a %
of base salary
Guideline met
(200% of salary)
Executive Directors
Peter Brooks–Johnson
£531,196
2,017,302 0 £16,037,551 3,019% Yes
Alison Dolan
£405,717
0 0 £0 0% No
(2)
(1) Based on the closing share price on 31 December 2021: £7.95 per share; multiplied by the number of benecially 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 sucient shares to meet the exercise price and to pay any
tax liabilities due) until they have met the shareholding guideline.
Governance | Directors’ remuneration report continued
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 97
Payments to past Directors and payments for loss of oce
There were no payments to past Directors for loss of oce during 2021.
Details of outstanding share awards for Robyn Perriss, our former Finance Director who stepped down from the Board on
30June 2020 are detailed below. Outstanding awards will vest in line with performance conditions for the PSP and the normal
vesting dates for DSP 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 vest on the original vesting
dates. Details of the 2018 PSP award which vested in 2021 and was exercised at a market value of £6.24. The 2019 PSP award
that will vest in 2022 has been prorated for time and 25% performance. Details of both Awards are set out in the table below.
Award Date
Performance
Period
Normal
Vesting Date
Award
(number of shares)
Pro–rated award
(number of shares)
28 February 2018 1 January 2018 to
31December 2020
28 February 2021 152,490 30,420
(1)
6 March 2019 1 January 2019 to
31December 2021
6 March 2022 147,056 16,739
(2)
All awards are subject to EPS and TSR performance conditions on vesting before dividend roll-up is applied.
(1) Pro-rated by 28/36 for time elapsed from grant and by 25% for performance including 769 shares for dividend roll up.
(2) 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 (DSP)
DSP awards granted in respect of prior years’ performance will vest or vested in full on the original vesting dates and be
exercisable for 12 months.
Award Date Performance Period Normal Vesting Date Award (number of shares)
6 March 2019 1 January 2018 to 31 December 2018 6 March 2021 40,579
(1)
4 March 2020 1 January 2019 to 31 December 2019 4 March 2022 28,213
(1) The deferred shares granted under the DSP on 6 March 2019 vested in March 2021. Robyn Perriss exercised the nil cost option over 40,579 shares on 8 June 2021 and sold
all the shares at an average market price of £6.24 per share
Details of Robyn’s salary, benets and cash bonus for 2020 are shown in the 2020 Directors’ Single Figure Remuneration
Table above.
98 | Rightmove plc | Annual Report 2021
TSR Graph – ten years
Dec 18
Dec 19
Dec 20
Dec 21
+23%
+26%
+88%
Source: Thomson Reuters
Source: Thomson Reuters
Rightmove FTSE 100 FTSE 350
Rightmove FTSE 100 FTSE 350
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.
This graph shows the value, by 31 December 2021, of £100 invested in Rightmove on 31 December 2011,
compared with the value of £100 invested in the FTSE 100 and the FTSE 350 Indices on a daily basis.
Dec 13
Dec 12
Dec 11
Dec 14
Dec 15
Dec 16
Dec 19
Dec 20
Dec 21
Dec 18
Dec 17
+107%
+615%
60
80
100
120
140
160
180
200
0
100
200
300
400
500
600
700
800
+94%
TSR Graph – three years
Dec 18
Dec 19
Dec 20
Dec 21
+23%
+26%
+88%
Source: Thomson Reuters
Source: Thomson Reuters
Rightmove FTSE 100
FTSE 350
Rightmove FTSE 100 FTSE 350
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.
This graph shows the value, by 31 December 2021, of £100 invested in Rightmove on 31 December 2011,
compared with the value of £100 invested in the FTSE 100 and the FTSE 350 Indices on a daily basis.
Dec 13
Dec 12
Dec 11
Dec 14
Dec 15
Dec 16
Dec 19
Dec 20
Dec 21
Dec 18
Dec 17
+107%
+615%
60
80
100
120
140
160
180
200
0
100
200
300
400
500
600
700
800
+94%
Review of past performance
Share price performance
The Company’s share price ended the year at £7.95, up 22% year on year, compared to the FTSE 100 Index and the FTSE 350
Indices which were both up 14%. On a three-year basis the share price has increased by 84% and the FTSE 100 and FTSE 350
Indices rose by 10% and 14% respectively. Rightmove’s Total Shareholder Return performance relative to those indices over
three and ten years is shown in the graphs below.
Total shareholder return (TSR)
The rst graph below compares the TSR of Rightmove’s shares against the FTSE 100 Index and the FTSE 350 Index for the three-
year period from 1 January 2019 to 31 December 2021. TSR is the product of movements in the share price plus dividends
reinvested on the ex-dividend date. TSR provides a useful, widely used benchmark to illustrate the Company’s performance over
the last three years. Specically, 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.
The graphs below illustrate, for statutory purposes, the TSR of Rightmove’s shares against the FTSE 100 Index and the FTSE 350
Index for the three and ten years to 31 December 2021.
Governance | Directors’ remuneration report continued
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 99
Total remuneration for the Chief Executive Ocer
The table below shows the total remuneration gure for the Chief Executive Ocer over a ten-year performance period.
Thetotal remuneration gure includes the annual bonus and long-term incentive awards that vested based on performance
in those years.
Year Executive
Total single
gure £
Annual bonus outturn
(% of maximum)
Long–term
incentive outturn
(% of maximum)
2021 Peter Brooks-Johnson 1,673,673 84% 25%
2020 Peter Brooks-Johnson 960,827 18.5% 25%
2019 Peter Brooks-Johnson 2,155,759 65% 85%
2018 Peter Brooks-Johnson 1,490,178 78% 67%
2017 Peter Brooks-Johnson
(1)
504,557 60% 100%
Nick McKittrick
(1)
1,223,443 n/a 100%
2016 Nick McKittrick 2,126,923 92% 100%
2015 Nick McKittrick 2,300,349 100% 100%
2014 Nick McKittrick 1,599,610 70% 92%
2013 Nick McKittrick 531,371 85% 100%
Ed Williams
(2)
1,531,515 n/a 100%
2012 Ed Williams 2,219,882 90% 100%
(1) Nick McKittrick was Chief Executive Ocer and a Director until 9 May 2017 and retired from Rightmove on 30 June 2017. Peter Brooks-Johnson was appointed
ChiefExecutive Ocer on 9 May 2017.
(2) Ed Williams was Chief Executive Ocer until his retirement on 30 April 2013. Nick McKittrick was appointed Chief Executive Ocer 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 2020 and 2021, based on the gures shown in the single gure tables above.
% increase/(decrease) in remuneration of the Directors
compared with the average of all employees between 2020 and 2021
Actual increase in
salary or fees
Increase in contractual
salary or fees
(1)
Benets Bonus
Peter Brooks-Johnson
(1)
8.0% 1.0% -2.4% 358.6%
Alison Dolan
(2)
217.4% 1.0% 1,112.0% 1,319.5%
Andrew Fisher
(1)
8.0% 1.0% – –
Jacqueline de Rojas
(3)
16.9% 9.3% – –
Andrew Findlay
(1)
8.0% 1.0% – –
Rakhi Goss-Custard
(1)
8.0% 1.0% – –
Lorna Tilbian
(1)
8.0% 1.0% – –
Amit Tiwari
(1)
8.0% 1.0% – –
Employees 6.2% 1.3% 7.8% -4.3%
(1) Directors volunteered a 20% reduction in their salaries and fees for four months from April to July 2020. Directors’ salaries and fees increased by 1% on 1 January 2021,
a pay rise that applied to all Group employees.
(2) Alison Dolan was appointed to the Board on 7 September 2020, earned four months’ salary and was enrolled for one month’s benets (including pension) in 2020, compared
to 12 months in 2021. Her salary increased by 1%, which applied to all Group employees’ salaries. Alison’s 2020 bonus was pro-rated for time and 18.5% of the maximum
payable for performance, compared with a bonus payout of 84% of the maximum for the full year 2021.
(3) 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.
100 | Rightmove plc | Annual Report 2021
Pay ratio information in relation to the total remuneration of the Chief Executive Ocer
The table below shows the total remuneration of our Chief Executive Ocer compared to the equivalent remuneration for our
employees, who are all based in the UK.
We have calculated the full-time equivalent remuneration for all Group employees using the Government’s preferred Option A
and identied the total remuneration gure at the 25
th
, 50
th
and 75
th
percentile. We then compared each percentile gure against
our CEO’s single gure for total remuneration to determine the pay ratios set out below.
All employees
Year Method
CEO’s total
remuneration
(1)
25
th
percentile Median 75
th
percentile
25
th
percentile
pay ratio
Median
pay ratio
75
th
percentile
pay ratio
2021 Option A 1,673,673
(2)
26,730 49,386 72,203 63 34 23
2020 Option A 960,827 29,854 51,155 73,266 32 19 13
(1) The CEO’s total remuneration comprises salary, benets, bonus and the value of long-term incentives, including PSP awards. The 2020 total remuneration gure has been
restated for vested PSP and Sharesave awards.
(2) £125,188 of the CEO’s remuneration was attributable to share price growth in respect of the PSP award granted in 2019. The share price was £4.89 at the grant date
of the 2019 PSP award, and increased to £7.28 being the average share price for the 3 months ending 31 December 2021.
Relative importance of the spend on pay
The table below shows the total pay for all Rightmove’s employees compared to other key nancial indicators.
Additional information on the number of employees, total revenue and operating prot has been provided for context.
Year ended
31 December 2021
Year ended
31 December 2020
Year ended
31 December 2019 % change
Employee costs (refer Note 7)
£37,974,000
£34,832,000 9%
Dividends paid to shareholders (refer Note 12)
(1)
£64,494,000
£0 £60,173,000 7%
Purchase of own shares (refer Note 23)
£174,369,000
£30,125,000 479%
Income tax (refer Note 10)
£42,555,000
£25,040,000 70%
Average number of employees (refer Note 7)
(2)
572
558 3%
Revenue
£304,886,000
£205,717,000 48%
Operating prot
£226,100,000
£135,142,000 67%
(1) No dividends were paid in 2020; the percentage increase in dividends paid between 2019 and 2021 is shown as the best comparison.
(2) The average number of employees includes Executive Directors and Group employees.
Application of Policy for the year ending
31 December 2022
Salaries
The Executive Directors’ salaries for the 2022 nancial year are
set out in the table below:
Salary
1 January 2022
Salary
31 December 2021 Change
Executive Directors
Peter Brooks-Johnson
£531,196
£515,724 3%
Alison Dolan
£405,717
£393,900 3%
The 3% increase in base salaries for Executive Directors is in
line with the increase applied to other Group employees for
2022. Executive salaries remain below the market median for
executives in comparable companies. All employee salaries are
subject to annual review and market adjustments as
appropriate; the Committee also approves salaries for the
Senior Leadership Team and other key roles.
Pension and other benets
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.
Governance | Directors’ remuneration report continued
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 101
Annual bonus
The annual bonus for the 2022 nancial year will be consistent
with the 2020 Remuneration Policy, in terms of maximum
bonus opportunity (175% of base salary), deferral (40% cash
and 60% shares) and malus and clawback provisions. The
mechanism through which the clawback can be implemented
(enabling both the recovery and withholding of incentive pay)
enables the Committee to:
(i) reduce the cash bonus earned in a subsequent year
and/or reduce outstanding DSP/PSP share awards
(i.e. withholding provisions may be used to eect a
recovery); or
(ii) for the Committee to require that a net of tax balancing
cash payment be made to the Company.
The performance measures for 2022 have been selected to
reect a range of nancial and strategic targets that support
Rightmove’s key objectives. The Committee will continue to
use underlying operating prot as an appropriate performance
measure for 2022 bonus awards, because it excludes
share-based incentive costs and the related national
insurance payments.
The performance measures and weightings for the 2022
nancial year are as follows:
Measure As a % of maximum bonus opportunity
Financial target
Underlying operating prot
(1)
60%
Strategic targets
Trac market share
(2)
15%
Rental services
(3)
10%
Financial Services
(4)
10%
Employee engagement
(5)
5%
(1) Underlying operating prot is dened as operating prot before share-based
payments charges (including the related National Insurance).
(2) Time in minutes spent on Rightmove platforms, measured by Comscore, relative
to our nearest competitors (Zoopla.co.uk and 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) Based on the results of the annual employee engagement survey.
In relation to the nancial target a challenging sliding scale will
operate with 10% of the maximum bonus opportunity payable
at the threshold operating prot target relative to the 2022
business plan through to 100% payable for signicant
outperformance relative to the plan.
The performance measures have changed from 2021,
reecting the Group’s strategic focus on its Mortgage
proposition and Rental Services. The nancial target
weighting is 60% for underlying operating prot and 40% for
key operational performance indicators (trac, references,
mortgages and employee engagement). The new operational
targets are designed to directly drive revenue.
The specic nancial targets for the 2022 nancial year
are considered to be commercially sensitive. However,
retrospective disclosure of the actual targets and
performance against them will be provided as usual in
the 2022 Remuneration Report, to the extent that they do
not remain commercially sensitive at that time.
Long-term incentives
Awards to Executive Directors under the PSP in 2022 will
be consistent with the 2020 Remuneration Policy, with a
maximum bonus opportunity of 175% of base salary.
The awards will again be subject to a mixture of EPS (50%)
and relative TSR (50%) performance conditions and subject
to a two year post-vesting holding period.
The 2022 targets are as follows:
EPS performance condition
The Group’s EPS growth will be measured over the period of
three nancial years (2022 to 2024). The EPS gure 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 2022 awards:
Underlying EPS growth
from 2022 to 2024
(2)
% of award vesting
(maximum 50%)
Less than 38% 0%
38% 12.5%
44% 50%
Between 38% and 44% Straight–line vesting
(1) Underlying earnings per share is dened as underlying prot (prot 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 nancial year 2021 from which these
targets will be measured is 21.8p.
The targets that are intended to operate for the 2022 PSP
awards are considered to be demanding in light of the current
trading environment, the Group's starting position, internal
nancial planning and external market expectations for future
growth. The Committee is satised that the range of targets
remain appropriately demanding, and no less challenging than
the range of targets set for prior year awards.
102 | Rightmove plc | Annual Report 2021
Relative TSR performance condition
The vesting schedule for the relative TSR element of Executive
Directors’ 2022 PSP awards is set out below. Relative TSR will
be assessed against the FTSE 350 Index, reecting the
Company’s size in terms of market capitalisation.
Performance will be measured over three nancial years.
TSR performance of the Company
relative to the FTSE 350 Index
(1)
% of award vesting
(maximum 50%)
Less than the Index 0%
Equal to the Index 12.5%
25% higher than the Index 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 Chair’s and Non-Executive Directors’ fees for 2022 are set
out in the table below:
Role
2021 Fees
£
2022 Fees
£
Chair 202,000 208,060
Non–Executive Director (basic fee) 55,550 57,217
Committee Chair (excluding the
Nomination Committee)
15,150 15,605
Senior Independent Director 10,000 10,300
The 3% increase in fees for the Non-Executive Directors is
in line with the increase applied to other Group employees
for 2022.
Details of the fees paid to Directors in 2021 can be found
earlier in this report.
Governance | Directors’ remuneration report continued
Shareholder voting on the Remuneration Policy and Annual Report
At the AGM on 7 May 2021, 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 2021 AGM and the
Remuneration Policy at the 2020 AGM:
Votes for % Votes for Votes against % Votes against Votes withheld
(1)
Directors’ Remuneration Report 650,959,737 94.40 38,616,588 5.60 10,025,867
Remuneration Policy (2020) 684,058,225 96.08 27,900,733 3.92 793,538
(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 2022 remuneration proposals.
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 103
The Directors submit their report together with the audited
nancial statements for the Company (Number: 06426485)
and its subsidiary companies (the Group) for the year ended
31December 2021.
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 all
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 fulls these requirements can be found in the Corporate
Governance Report and is incorporated into the Directors’
Report by reference.
Strategic Report
The Strategic Report can be found on pages 1 to 61. The Act
requires this Annual Report to present a fair, balanced and
understandable view of Rightmove’s business during the year
ended 31 December 2021 and of the position of the Group at
the end of the nancial 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 eect 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,
Lorna Tilbian and Amit Tiwari. Biographies of each Director can
be found in the Corporate Governance Report.
Governance | Directors’ report
Share capital and Shareholder Voting Rights
The shares in issue, including 12,480,472 shares of 0.1p held in
treasury (2020: 13,285,490 shares) at the year-end, amounted
to 859,678,232 shares of 0.1p (2020: 886,387,616 shares),
with a nominal value of £859,678 (2020: £886,388).
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 prot before tax for the year of
£226.1m (2020: £135.1m). The Directors are recommending
a nal dividend for the year of 4.8p per share (2020: 4.5p)
amounting to £40.4m (2020: £38.9m). The interim dividend for
2021 was 3p per share (2020: Nil) bringing the total dividend
for the year to 7.8p per share (2020: 4.5p).
Subject to shareholder approval at the Annual General Meeting
(AGM) on 6 May 2022, the nal dividend will be paid on
27 May 2022 to shareholders on the register of members
at the close of business on 29 April 2022.
Share buyback
The Company’s share buyback programme resumed in March
2021 and of the 10% authority granted by shareholders at the
2021 AGM, a total of 26,709,384 shares (2020: 5,028,392
shares) were purchased in the year to 31 December 2021,
being 3.1% (2020: 0.6%) of the shares in issue (excluding
shares held in treasury) at the time the authority was granted.
The average price paid per share was £6.53 (2020: £5.99 per
share) with a total consideration paid (excluding all costs) of
£174,369,302 (2020: £30,124,778).
Since January 2008, 459,375,838 shares have been purchased
in total; 12,480,472 shares of 0.1p were held in treasury as at
31 December 2021, the remainder of which were cancelled.
A resolution seeking to renew this authority will be put to
shareholders at the AGM on 6 May 2022.
104 | Rightmove plc | Annual Report 2021
The resolutions being proposed at the 2022 AGM include the
appointment of a new Auditor (EY LLP), 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), and a resolution 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
2022 AGM.
Auditor
KPMG LLP will resign and Ernst & Young LLP (EY) will be
appointed as the auditor of the Group, subject to shareholder
approval at the AGM. 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 at the 2022 AGM.
Audit information
So far as the Directors in oce 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 benecial 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 notied to
the Company pursuant to DTR 5.1. The information provided
below was correct as at the date of notication, where
indicated this was not in the 2021 nancial year. It should be
noted that these holdings are likely to have changed since
they were notied to the Company. However, notication
of any change is not required until the next applicable
threshold is crossed.
Shares held in trust
As at 31 December 2021, 1,158,418 shares (2020: 1,395,476
shares) were held by The Rightmove Employees’ Share Trust
(EBT) for the benet of Group employees. These shares had a
nominal value at 31 December 2021 of £1,158 (2020: £1,395)
and a market value of £9,209,423 (2020: £9,084,549). The
shares held by the EBT may be used to satisfy share-based
incentives for the Group’s employee share plans. During 2021,
237,058 shares (2020: 817,714 shares) were transferred to
Group employees following the exercise of share options
under the Sharesave plan and the Restricted Share Plan.
Additionally, 148,147 shares (2020: 113,465 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. In
addition, 20,278 shares of 0.1p (2020: Nil) were purchased by
the SIP to partly satisfy the all employee Free Share Award in
December 2021.
As at 31 December 2021, 787,000 shares (2020: 757,575
shares) were held by the SIP for the benet of Group
employees. These shares had a nominal value at
31December 2021 of £787 (2020: £758) and a market
value of £6,256,650 (2020: £4,931,813). 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, 139,000 shares (2020: 141,020 shares)
were transferred to Group employees under the SIP rules.
Research and development
The Group undertakes research and development activity in
order to develop new products and to continually improve the
existing property platforms. Further details are disclosed in
Note 2 to the nancial 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 (2020: £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 oces of
UBS, 5 Broadgate, London EC2M 2QS on 6 May 2022 at 10am.
The Notice of Annual General Meeting will be published in
March 2022.
Governance | Directors’ report continued
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 105
Shareholder Nature of holding
Total voting
rights
% of total
voting
rights
(1)
Kayne Anderson
Rudnick
Investment
Management, LLC
Direct
American Depository
Receipts
67,322,525
34,121,006
7.95%
4.03%
BlackRock Inc
(2)
Indirect
Contracts for
dierence
Stock Lending
50,160,300
5,473,130
16,304,460
5.92%
0.65%
1.92%
Marathon Asset
Management LLP
Indirect 42,877,709 5.06%
Baillie Giord & Co
(2)
Indirect 58,736,140 6.93%
Standard Life
Aberdeen
(2)
Indirect 45,307,190 5.35%
Generation
Investment
Management LLP
(2)
Indirect 45,181,680 5.33%
Axa Investment
Managers SA
(2)
Indirect
Contracts for
dierence
44,413,780
376,620
5.24%
0.04%
(1) The above percentages are based upon the voting rights share capital (being the
shares in issue less shares held in treasury) of 847,197,760 as at 25 February 2022.
(2) Date of notication preceded the 2021 nancial year.
Articles of association
Any amendment to the Articles may be made in accordance
with the provisions of applicable English law concerning
companies, specically the Act (as amended from time to
time), by way of special resolution at a general meeting of
the shareholders.
Compensation for loss of oce
There are no additional agreements between the Company
and its Directors or employees providing for compensation
for loss of oce or employment that occurs because of a
takeover bid, except that provisions of the Company’s share
plans may allow options and awards granted to Directors and
employees to vest on a takeover.
Transactions with Related Parties
During the year under review neither the Company nor its
subsidiaries entered into any material transactions with any
related parties, other than those disclosed in Note 28 to the
nancial statements.
Post-balance sheet events
There have been no balance sheet events since the end of the
2021 nancial year.
Branches
Neither the Company nor its subsidiaries have branches
outside the UK.
Other Information
Information Location in Annual Report
Financial instruments and
nancial risk management
Notes 3 and 26, Financial
Statements
Appointment, removal and
powers of Directors
Corporate Governance Report
Future developments of the
Group’s business
Strategic Report
(1)
Employee engagement Strategic Report:
Sustainability Report
(1)
Employee share schemes 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)
Movements in share capital Note 23, Financial Statements
Share-based incentives Note 25, Financial Statements
Long-term incentive plans Directors’ Remuneration Report
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
25February 2022.
Signed on behalf of the Board:
Peter Brooks-Johnson
Chief Executive Ocer
25 February 2022
106 | Rightmove plc | Annual Report 2021
Governance | Directors’ responsibilities statement
Statement of Directors’ responsibilities in respect of
the annual report and the nancial statements
The directors are responsible for preparing the Annual Report
and the Group and parent Company nancial statements in
accordance with applicable law and regulations.
Company law requires the directors to prepare Group and
parent Company nancial statements for each nancial year.
Under that law they are required to prepare the Group nancial
statements in accordance with UK-adopted international
accounting standards and applicable law and have elected to
prepare the parent Company nancial statements on the
same basis. In addition, the Group nancial statements are
required under the UK Disclosure Guidance and Transparency
Rules to be prepared in accordance with International Financial
Reporting Standards.
Under company law the directors must not approve the
nancial statements unless they are satised that they give a
true and fair view of the state of aairs of the Group and parent
Company and of the Group’s prot or loss for that period. In
preparing each of the Group and parent Company nancial
statements, the directors are required to:
• select suitable accounting policies and then apply them
consistently;
• make judgements and estimates that are reasonable,
relevant and reliable;
• state whether they have been prepared in accordance with
UK-adopted international accounting standards;
• assess the Group and parent Company’s ability to continue
as a going concern, disclosing, as applicable, matters related
to going concern; and
• use the going concern basis of accounting unless they either
intend to liquidate the Group or the parent Company or to
cease operations, or have no realistic alternative but to do so.
The directors are responsible for keeping adequate accounting
records that are sucient to show and explain the parent
Company’s transactions and disclose with reasonable
accuracy at any time the nancial position of the parent
Company and enable them to ensure that its nancial
statements comply with the Companies Act 2006. They are
responsible for such internal control as they determine is
necessary to enable the preparation of nancial statements
that are free from material misstatement, whether due to fraud
or error, and have general responsibility for taking such steps as
are reasonably open to them to safeguard the assets of the
Group and to prevent and detect fraud and other irregularities.
Under applicable law and regulations, the directors are also
responsible for preparing a Strategic Report, Directors’ Report,
Directors’ Remuneration Report and Corporate Governance
Statement that complies with that law and those regulations.
The directors are responsible for the maintenance and integrity
of the corporate and nancial information included on the
company’s website. Legislation in the UK governing the
preparation and dissemination of nancial statements may
dier from legislation in other jurisdictions.
Responsibility statement of the directors in respect of
the annual nancial report
We conrm that to the best of our knowledge:
• the nancial statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair
view of the assets, liabilities, nancial position and prot or
loss of the company and the undertakings included in the
consolidation taken as a whole; and
• the strategic report/directors’ report includes a fair review of
the development and performance of the business and the
position of the issuer and the undertakings included in the
consolidation taken as a whole, together with a description
of the principal risks and uncertainties that they face.
We consider the annual report and accounts, taken as a
whole, is fair, balanced and understandable and provides the
information necessary for shareholders to assess the Group’s
position and performance, business model and strategy.
Signed on behalf of the Board:
Peter Brooks-Johnson
Chief Executive Ocer
25 February 2022
Alison Dolan
Chief Financial Ocer
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 107
Governance | Independent auditor’s report to the members of Rightmove plc
1. Our opinion is unmodied
We have audited the nancial statements of Rightmove plc
(“the Company”) for the year ended 31 December 2021 which
comprise the Consolidated statement of comprehensive
income, Consolidated statement of nancial position,
company statement of nancial position, Consolidated
statement of cash ows, Company statement of cash ows,
Consolidated statement of changes in shareholders’ equity
and Company statement of changes in shareholders’ equity,
and the related notes, including the accounting policies.
In our opinion:
• the nancial statements give a true and fair view of the state
of the Group’s and of the parent Company’s aairs as at 31
December 2021 and of the Group’s prot for the year then
ended;
• the Group nancial statements have been properly prepared
in accordance with UK-adopted international accounting
standards;
• the parent Company nancial statements have been properly
prepared in accordance with UK-adopted international
accounting standards and as applied in accordance with the
provisions of the Companies Act 2006; and
• the nancial statements have been prepared in accordance
with the requirements 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 are described below. We believe that the
audit evidence we have obtained is a sucient and appropriate
basis for our opinion. Our audit opinion is consistent with our
report to the audit committee.
We were rst appointed as auditor by the directors to the
Group’s previous holding company, prior to becoming a public
interest entity, for the nancial period ended 31 December
2000. The period of total uninterrupted engagement is for
the 16 nancial years ended 31 December 2021 as a public
interest entity and 22 years in total. We have fullled our ethical
responsibilities under, and we remain independent of the
Group in accordance with, UK ethical requirements including
the FRC Ethical Standard as applied to listed public interest
entities. No non-audit services prohibited by that standard
were provided.
Overview
Materiality:
Group nancial
statements as a whole
£9.3m (2020: £5.8m)
4.1% (2020: 4.3%)
of prot before tax
Coverage
99.6% (2020: 99.8%) of
group prot before tax
Key audit matters vs 2020
Recurring risks
Agency and New
Homes revenue
recognition
Recoverability of
parent Company’s
investment in
subsidiaries
2. Key audit matters: our assessment of risks of
material misstatement
Key audit matters are those matters that, in our professional
judgement, were of most signicance in the audit of the
nancial statements and include the most signicant assessed
risks of material misstatement (whether or not due to fraud)
identied by us, including those which had the greatest eect
on: the overall audit strategy; the allocation of resources in the
audit; and directing the eorts of the engagement team. We
summarise below the key audit matters (unchanged from
2020), in decreasing order of audit signicance, in arriving at
our audit opinion above, together with our key audit
procedures to address those matters and, as required for
public interest entities, our results from those procedures.
These matters were addressed, and our results are based on
procedures undertaken, in the context of, and solely for the
purpose of, our audit of the nancial statements as a whole,
and in forming our opinion thereon, and consequently are
incidental to that opinion, and we do not provide a separate
opinion on these matters.
108 | Rightmove plc | Annual Report 2021
Governance | Auditor's report continued
The risk Our response
Agency and New
Homes revenue
recognition
Processing error:
The key revenue streams, being Agency
and New Homes, consist of subscription
fees and customer spend on additional
advertising products in respect of
properties listed on Rightmove platforms.
There are a variety of packages and
membership oers available and
customers are able to tailor both the
specic add-on products (purchased in
addition to the subscribed membership
package) and the volume of these that
they receive.
The variability of product and pricing
combinations available to customers,
creates a risk of pricing processing error, in
particular revenue being recognised at the
incorrect amount.
In addition, revenue is the most material
gure in the nancial statements and is
considered to be a main driver of results,
and as such has the greatest eect on our
allocation of resources in planning the
audit.
Our procedures included:
We performed the detailed tests below rather than seeking to rely on
any of the Group's controls because our existing knowledge of related
IT controls indicated that we would not be able to obtain the required
evidence to support reliance on controls.
Test of detail: Using statistical sampling we selected revenue
transactions recorded throughout the year. We agreed a sample
through to source documentation in order to assess whether
revenue had been recognised in line with the products and rates
agreed by the customer.
Test of detail: For a sample of the highest revenue generating
customers, we inspected contracts signed in the year, to assess
whether revenue had been recognised in accordance with the
specic contract terms and conditions. We also compared the
standard packages against the revenue recognition policy.
Test of detail: We inspected a sample of credit notes raised during
the year and post year end to determine whether they related to
revenue recognised in the year.
Test of detail: We obtained all journals posted in respect of revenue
and, using computer assisted audit techniques, analysed these to
identify whether there were any entries which were unexpected
based upon the specic characteristics of the journal, considering
in particular whether the opposite side of the journal entry was as
expected, based on our business understanding. We tested a sample
of journal entries back to supporting evidence to assess whether
revenue had been recognised appropriately.
Our results
We found no exceptions performing the procedures described
above (2020: We found no exceptions performing the procedures
described).
(£274.5m;
2020: £182.3m)
Refer to page 74
(Audit Committee
Report), page 123
to 124 (accounting
policy) and
page 133, note 5
(nancial
disclosure)
Recoverability of
parent Company’s
investment in
subsidiaries
(£560.7m;
2020: £557.6m)
Refer to page 74
(Audit committee
Report), page 125
(accounting policy)
and page 140,
note 15 (nancial
disclosures)
Low risk, high value:
The carrying amount of the parent
Company’s investments in the
subsidiary company Rightmove Group
Limited represents 99.9% (2020: 99.9%)
of the Company’s total assets.
Its recoverability is not at a high risk of
signicant misstatement or subject to
signicant judgement. However, due
to its materiality in the context of the
parent company nancial statements,
this is considered to be the area that will
have the greatest eect on our overall
parent company audit.
We performed the tests below rather than seeking to rely on any of
the Company’s controls because the nature of the balance is such
that we would expect to obtain audit evidence primarily through the
detailed procedures described.
Our procedures included:
Comparing valuations:
Comparing the carrying amount of the investment to the market
capitalisation of the Group, as Rightmove Group Limited contains
all of the Group’s trading operations to ascertain whether there
were any indicators of impairment.
Our results
We found the Company’s conclusion that there is no impairment of
its investments in subsidiaries to be acceptable (2020: acceptable).
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 109
3. Our application of materiality and an overview of
the scope of our audit
Materiality for the Group nancial statements as a whole was
set at £9.3m (2020: £5.8m), determined with reference to a
benchmark of Group prot before tax, of which it represents
4.1% (2020: 4.3%).
Materiality for the parent company nancial statements as a
whole was set at £6.975m (2020: £4.4m), determined with
reference to a benchmark of Company net assets, of which it
represents 1.3% (2020: 1.1%).
In line with our audit methodology, our procedures on individual
account balances and disclosures were performed to a lower
threshold, performance materiality, so as to reduce to an
acceptable level the risk that individually immaterial
misstatements in individual account balances add up to a
material amount across the nancial statements as a whole.
Performance materiality for the Group and parent company
was set at 75% (2020: 75%) of materiality for the nancial
statements as a whole, which equates to £6.975m (2020:
£4.4m) for the group and £5.23m (2020: £3.2m) for the parent
company. We applied this percentage in our determination of
performance materiality because we did not identify any
factors indicating an elevated level of risk.
We agreed to report to the Audit Committee any corrected or
uncorrected identied misstatements exceeding £0.465m
(2020: £0.29m), in addition to other identied misstatements
that warranted reporting on qualitative grounds.
Of the Group's four (2020: four) reporting components, we
subjected two (2020: two) to full scope audits for Group
purposes. All components are audited by the Group audit
team. There are no specic risks that are material to the Group
in the components not in Group scope. The components
within the scope of our work accounted for the percentages
illustrated opposite.
The scope of the audit work performed was predominately
substantive as we placed limited reliance upon the Group’s
internal control over nancial reporting.
Group prot before tax
£225.6m
(2020:£134.8m)
Group pbt
Group materiality
Group materiality
£9.3m (2020: £5.8m)
£9.3m
Whole nancial statements
materiality (2020: £5.8m)
£6.975m
Whole nancial statements
performance materiality
(2020:£4.4m)
£6.975m
Component materiality
(2020: £4.4m)
£0.465m
Misstatements reported to the
audit committee (2020: £0.29m)
Full scope for Group audit
purposes 2021
Full scope for Group audit
purposes 2020
Residual components
Group revenue
99%
(2020: 98.5%)
99
Group total assets
97%
(2020: 98.7%)
98.7
97
Group prot before tax
99.6%
(2020: 99.8%)
99.6
3
1.3
0.4
0.2
1
99.8
1.5
98.5
110 | Rightmove plc | Annual Report 2021
Governance | Auditor’s report continued
4. The impact of climate change on our audit
We considered the potential impacts of climate change on the
nancial statements as part of planning our audit. Taking into
account the nature of the business operations, the relatively
low level of long term assets and the solvency of the group we
did not identify any risks that signicantly impact the nancial
statements of the Group or our audit.
We read the disclosure of climate related information in the
front half of the annual report and considered consistency
with the nancial statements and our audit knowledge.
5. Going concern
The directors have prepared the nancial statements on the
going concern basis as they do not intend to liquidate the
Group or the Company or to cease their operations, and as
they have concluded that the Group’s and the Company’s
nancial position means that this is realistic. They have also
concluded that there are no material uncertainties that could
have cast signicant doubt over their ability to continue as a
going concern for at least a year from the date of approval of
the nancial statements (“the going concern period”).
We used our knowledge of the Group, its industry, and the
general economic environment to identify the inherent risks to
its business model and analysed how those risks might aect
the Group’s nancial resources or ability to continue operations
over the going concern period. The risk that we considered
most likely to adversely aect the Group’s available nancial
resources over this period was lower than expected revenues
arising from a downturn in the housing market, increased
competition and / or disruptive technology and the resultant
reduction in customer activity on the Group’s website.
We considered whether these risks could plausibly aect the
liquidity in the going concern period by assessing the degree of
downside assumption that, individually and collectively, could
result in a liquidity issue, taking into account the Group’s current
and projected cash and facilities (a reverse stress test). We also
assessed the completeness of the going concern disclosure.
Our conclusions based on this work:
• we consider that the directors’ use of the going concern basis
of accounting in the preparation of the nancial statements is
appropriate;
• we have not identied, and concur with the directors’
assessment that there is not, a material uncertainty related to
events or conditions that, individually or collectively, may cast
signicant doubt on the Group’s or Company's ability to
continue as a going concern for the going concern period;
• we have nothing material to add or draw attention to in
relation to the directors’ statement in note 1 to the nancial
statements on the use of the going concern basis of
accounting with no material uncertainties that may cast
signicant doubt over the Group and Company’s use of that
basis for the going concern period, and we found the going
concern disclosure in note 1 to be acceptable; and
• the related statement under the Listing Rules set out on
page 33 is materially consistent with the nancial statements
and our audit knowledge.
However, as we cannot predict all future events or conditions
and as subsequent events may result in outcomes that are
inconsistent with judgements that were reasonable at the time
they were made, the above conclusions are not a guarantee
that the Group or the Company will continue in operation.
6. Fraud and breaches of laws and regulations –
ability to detect
Identifying and responding to risks of material
misstatement due to fraud
To identify risks of material misstatement due to fraud
(“fraud risks”) we assessed events or conditions that could
indicate an incentive or pressure to commit fraud or provide
an opportunity to commit fraud. Our risk assessment
procedures included:
• Enquiring of directors, the audit committee and inspection
of policy documentation as to the Group’s high-level policies
and procedures to prevent and detect fraud, including the
internal audit function, and the Group’s channel for
“whistleblowing”, as well as whether they have knowledge
of any actual, suspected or alleged fraud.
• Reading Board, audit committee and remuneration
committee minutes.
• Considering remuneration incentive schemes and
performance targets for directors and management
including the EPS target for management remuneration.
• Using analytical procedures to identify any usual or
unexpected relationships.
We communicated identied fraud risks throughout the audit
team and remained alert to any indications of fraud throughout
the audit.
As required by auditing standards, we perform procedures
to address the risk of management override of controls, in
particular the risk that Group management may be in a
position to make inappropriate accounting entries. On this
audit we do not believe there is a fraud risk related to revenue
recognition because revenue consists of a high volume of low
value transactions with no individually signicant transactions
such that there is a remote chance that fraudulent revenue
recognition could have a material impact on the nancial
statements. Further, the revenue transactions are simple and
are largely automated based on contractual prices established
in the billing system which provides little opportunity to
fraudulently record revenue.
We did not identify any additional fraud risks.
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 111
We performed procedures including identifying journal entries
and other adjustments to test for all full scope components
based on risk criteria and comparing the identied entries to
supporting documentation. These included those posted by
senior nance management, those posted by users outside
the nance function and those posted to unrelated accounts.
Identifying and responding to risks of material misstatement
due to non-compliance with laws and regulations
We identied areas of laws and regulations that could
reasonably be expected to have a material eect on the
nancial statements from our general commercial and sector
experience and through discussion with the directors and
other management (as required by auditing standards),
and from inspection of the Group’s regulatory and legal
correspondence and discussed with the directors and other
management the policies and procedures regarding
compliance with laws and regulations.
As the Group is regulated, our assessment of risks involved
gaining an understanding of the control environment including
the entity’s procedures for complying with regulatory
requirements.
We communicated identied laws and regulations
throughout our team and remained alert to any indications
of non-compliance throughout the audit.
The potential eect of these laws and regulations on the
nancial statements varies considerably.
Firstly, the Group is subject to laws and regulations that directly
aect the nancial statements including nancial reporting
legislation (including related companies legislation),
distributable prots legislation and taxation legislation and we
assessed the extent of compliance with these laws and
regulations as part of our procedures on the related nancial
statement items.
Secondly, the Group is subject to many other laws and
regulations where the consequences of non-compliance
could have a material eect on amounts or disclosures in the
nancial statements, for instance through the imposition of
nes or litigation. We identied the following areas as those
most likely to have such an eect: general data protection
regulation, health and safety, anti-bribery, employment law,
agency regulations, regulatory capital and liquidity and certain
aspects of company legislation recognising the nancial and
regulated nature of the some of the Group’s activities. Auditing
standards limit the required audit procedures to identify non-
compliance with these laws and regulations to enquiry of the
directors and other management and inspection of regulatory
and legal correspondence, if any. Therefore, if a breach of
operational regulations is not disclosed to us or evident from
relevant correspondence, an audit will not detect that breach.
Context of the ability of the audit to detect fraud or
breaches of law or regulation
Owing to the inherent limitations of an audit, there is an
unavoidable risk that we may not have detected some material
misstatements in the nancial statements, even though we
have properly planned and performed our audit in accordance
with auditing standards. For example, the further removed
non-compliance with laws and regulations is from the events
and transactions reected in the nancial statements, the less
likely the inherently limited procedures required by auditing
standards would identify it.
In addition, as with any audit, there remained a higher risk of
non-detection of fraud, as these may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of
internal controls. Our audit procedures are designed to detect
material misstatement. We are not responsible for preventing
non-compliance or fraud and cannot be expected to detect
non-compliance with all laws and regulations.
7. We have nothing to report on the other information
in the Annual Report
The directors are responsible for the other information
presented in the Annual Report together with the nancial
statements. Our opinion on the nancial statements does
not cover the other information and, accordingly, we do not
express an audit opinion or, except as explicitly stated below,
any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing
so, consider whether, based on our nancial statements audit
work, the information therein is materially misstated or
inconsistent with the nancial statements or our audit
knowledge. Based solely on that work we have not identied
material misstatements in the other information.
Strategic report and directors’ report
Based solely on our work on the other information:
• we have not identied material misstatements in the
strategic report and the directors’ report;
• in our opinion the information given in those reports for the
nancial year is consistent with the nancial statements; and
• in our opinion those reports have been prepared in
accordance with the Companies Act 2006.
Directors’ remuneration report
In our opinion the part of the Directors’ Remuneration Report
to be audited has been properly prepared in accordance with
the Companies Act 2006.
112 | Rightmove plc | Annual Report 2021
Disclosures of emerging and principal risks and
longer-term viability
We are required to perform procedures to identify whether
there is a material inconsistency between the directors’
disclosures in respect of emerging and principal risks and
the viability statement, and the nancial statements and
our audit knowledge.
Based on those procedures, we have nothing material to add
or draw attention to in relation to:
• the directors’ conrmation within the viability statement on
page 33 that they have carried out a robust assessment of
the emerging and principal risks facing the Group, including
those that would threaten its business model, future
performance, solvency and liquidity;
• the principal risks and uncertainties disclosures describing
these risks and how emerging risks are identied, and
explaining how they are being managed and mitigated; and
• the directors’ explanation in the viability statement of how
they have assessed the prospects of the Group, over what
period they have done so and why they considered that
period to be appropriate, and their statement as to whether
they have a reasonable expectation that the Group will be
able to continue in operation and meet its liabilities as they fall
due over the period of their assessment, including any related
disclosures drawing attention to any necessary qualications
or assumptions.
We are also required to review the viability statement, set
out on page 33 under the Listing Rules. Based on the above
procedures, we have concluded that the above disclosures are
materially consistent with the nancial statements and our
audit knowledge.
Our work is limited to assessing these matters in the context of
only the knowledge acquired during our nancial statements
audit. As we cannot predict all future events or conditions and
as subsequent events may result in outcomes that are
inconsistent with judgements that were reasonable at the time
they were made, the absence of anything to report on these
statements is not a guarantee as to the Group’s and
Company’s longer-term viability.
Corporate governance disclosures
We are required to perform procedures to identify whether
there is a material inconsistency between the directors’
corporate governance disclosures and the nancial
statements and our audit knowledge.
Based on those procedures, we have concluded that each
of the following is materially consistent with the nancial
statements and our audit knowledge:
• the directors’ statement that they consider that the annual
report and nancial statements taken as a whole is fair,
balanced and understandable, and provides the information
necessary for shareholders to assess the Group’s position
and performance, business model and strategy;
• the section of the annual report describing the work of the
Audit Committee, including the signicant issues that the
audit committee considered in relation to the nancial
statements, and how these issues were addressed; and
• the section of the annual report that describes the review
of the eectiveness of the Group’s risk management and
internal control systems.
We are required to review the part of the Corporate
Governance Report relating to the Group’s compliance
with the provisions of the UK Corporate Governance Code
specied by the Listing Rules for our review. We have nothing
to report in this respect.
8. We have nothing to report on the other matters on
which we are required to report by exception
Under the Companies Act 2006, we are required to report to
you if, in our opinion:
• adequate accounting records have not been kept by the
parent Company, or returns adequate for our audit have not
been received from branches not visited by us; or
• the parent Company nancial 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 specied by
law are not made; or
• we have not received all the information and explanations we
require for our audit.
We have nothing to report in these respects.
9. Respective responsibilities
Directors’ responsibilities
As explained more fully in their statement set out on page 106,
the directors are responsible for: the preparation of the
nancial statements including being satised that they give a
true and fair view; such internal control as they determine is
necessary to enable the preparation of nancial statements
that are free from material misstatement, whether due to
fraud or error; assessing the Group and parent Company’s
ability to continue as a going concern, disclosing, as applicable,
matters related to going concern; and using the going concern
basis of accounting unless they either intend to liquidate the
Group or the parent Company or to cease operations, or have
no realistic alternative but to do so.
Governance | Auditor’s report continued
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 113
Auditor’s responsibilities
Our objectives are to obtain reasonable assurance about
whether the nancial statements as a whole are free from
material misstatement, whether due to fraud or error, and to
issue our opinion in an auditor’s report. Reasonable assurance
is a high level of assurance but does not guarantee that an
audit conducted in accordance with ISAs (UK) will always detect
a material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if,
individually or in aggregate, they could reasonably be expected
to inuence the economic decisions of users taken on the
basis of the nancial statements.
A fuller description of our responsibilities is provided on the
FRC’s website at www.frc.org.uk/auditorsresponsibilities.
10. The purpose of our audit work and to whom we owe
our responsibilities
This report is made solely to the Company’s members, as a
body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. 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.
Anna Jones
(Senior Statutory Auditor)
for and on behalf of KPMG LLP,
Statutory Auditor
Chartered Accountants
Milton Keynes
25 February 2022
114 | Rightmove plc | Annual Report 2021
Note
2021
£000
2020
£000
Revenue
5
Other income 22
Administrative expenses
(81,193 )
(70,575 )
Operating prot
6
230,965
137,521
(4,865)
(2,379)
Financial income
Financial expenses 9
(471 )
(478 )
Net nancial expense (451 )
(327 )
Prot before tax 225,649
Income tax expense 10
(42,555 )
(25,040 )
Prot for the year being total comprehensive income 183,094
Attributable to:
Earnings per share (pence)
Basic 11
Diluted 11
STRATEGIC REPORT GOVERNANCE
FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 115
Note
2021
£000
2020
£000
Non-current assets
13
14
16
Total non-current assets 35,300
Current assets
17
Contract assets 5
Money market deposits 18
Cash and cash equivalents 18
Total current assets 72,277
Total assets 107,577
Current liabilities
19
(22,757 )
(18,925 )
21
(2,177 )
(2,023 )
5
(2,633 )
(1,570 )
22
(61 )
(666 )
Total current liabilities (27,628 )
(23,184 )
Non-current liabilities
21
(8,832 )
(10,287 )
22
(585 )
(2,969 )
16
(859 )
Total non-current liabilities (9,417 )
(14,115 )
Total liabilities (37,045 )
(37,299 )
Net assets 70,532
Equity
Share capital 23
Other reserves
Total equity attributable to the equity holders of the Parent 70,532
Peter Brooks-Johnson Alison Dolan
Director Director
116 | Rightmove plc | Annual Report 2021
Note
2021
£000
2020
£000
Non-current assets
Investments 15
560,740
557,622
16
481
549
Total non-current assets 561,221
558,171
Total assets 561,221
558,171
Current liabilities
19
(22,981)
(47,464)
Total current liabilities (22,981)
(47,464)
Net assets 538,240
510,707
Equity
Share capital 23
860
887
Other reserves
127,684
124,539
409,696
385,281
Total equity attributable to the equity holders of the Parent 538,240
510,707
Peter Brooks-Johnson Alison Dolan
Director Director
STRATEGIC REPORT GOVERNANCE
FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 117
Note
2021
£000
2020
£000
Cash ows from operating activities
Depreciation charges 13
Amortisation charges 14
Financial income 8
(20 )
(151 )
Financial expenses 9
(84 )
(20 )
25
Income tax expense 10
Operating cash ow before changes in working capital 234,378
(572 )
(Decrease)/increase in provisions
(2,989 )
Decrease in contract assets
(541 )
Cash generated from operating activities 236,836
Financial expenses paid
(209 )
(198 )
Income taxes paid
(41,611 )
(44,959 )
Net cash from operating activities 195,016
Cash ows used in investing activities
Interest received on cash and cash equivalents
(Increase)/reduction in money market deposits
(5,003 )
13
(700 )
(2,308 )
14
(19 )
(1,169 )
Net cash used in investing activities (5,699 )
Cash ows used in nancing activities
Net dividends 12
(64,447 )
23
(174,369 )
(30,125 )
24
(1,284 )
(765 )
23
(1,224 )
(211 )
21
(2,464 )
(2,159 )
Net cash used in nancing activities (243,022 )
(32,542 )
Net increase/(decrease) in cash and cash equivalents
(53,705 )
Cash and cash equivalents at 1 January
Cash and cash equivalents at 31 December
18
118 | Rightmove plc | Annual Report 2021
Note
2021
£000
2020
£000
Cash ows from operating activities
264,764
(707)
Dividend income 27
(268,338)
(734)
Financial expenses 27
238
279
25
762
(966)
Income tax credit
(1,078)
(441)
Operating cash ow before changes in working capital (3,652)
(2,569)
3,652
2,569
Cash generated from operating activities –
–
Net decrease in cash and cash equivalents
–
–
Cash and cash equivalents at 1 January
–
–
Cash and cash equivalents at 31 December
18
–
–
STRATEGIC REPORT GOVERNANCE
FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 119
Note
Share
capital
£000
Own
shares held
£000
Other
reserves
£000
Reverse
acquisition
reserve
£000
Retained
earnings
£000
Total
equity
£000
At 1 January 2020 892 (11,744 ) 402 138 51,652 41,340
Total comprehensive income
– – – – 109,775 109,775
Transactions with owners recorded directly in equity
25 – – – – 2,102 2,102
recognised directly in equity 10 – – – – 311 311
Net dividends 12 – – – – 2 2
24 – 957 – – (241 ) 716
24 – (765 ) – – – (765 )
23 (5 ) – 5 – (30,125 ) (30,125 )
23 – – – – (211 ) (211 )
887 (11,552 ) 407 138 133,265 123,145
At 1 January 2021 887 (11,552 ) 407 138 133,265 123,145
Total comprehensive income
Transactions with owners recorded directly in equity
25
recognised directly in equity
10 – – – – 928 928
Net dividends 12
24
24
23
(27 ) – 27 – (174,369 ) (174,369 )
23
At 31 December 2021 860 (11,588 ) 434 138 80,688 70,532
120 | Rightmove plc | Annual Report 2021
Note
Share
capital
£000
Own
shares held
£000
Other
reserves
£000
Reverse
acquisition
reserve
£000
Retained
earnings
£000
Total
equity
£000
At 1 January 2020 892 (9,552) 17,946 103,520 427,519 540,325
Total comprehensive income
– – – – (707) (707)
Transactions with owners recorded directly in equity
25 – – – – (966) (966)
recognised directly in equity 10 – – – – 55 55
24 – – 3,068 – – 3,068
Dividends to shareholders 12 – – – – 2 2
– (734) – – – (734)
– 560 – – (560) –
23 (5) – 5 – (30,125) (30,125)
23 – – – – (211) (211)
887 (9,726) 21,019 103,520 395,007 510,707
At 1 January 2021 887 (9,726) 21,019 103,520 395,007 510,707
Total comprehensive income
– – – – 264,764 264,764
Transactions with owners recorded directly in equity
25
– – –
– 762 762
recognised directly in equity 10 – – – – 211 211
24
– – 3,118 – – 3,118
Dividends to shareholders 12
– – – – (64,447) (64,447)
– (1,284) – – – (1,284)
– 975 – – (975) –
23
(27) – 27 – (174,369) (174,369)
23
– – – – (1,222) (1,222)
At 31 December 2021 860 (10,035) 24,164 103,520 419,731 538,240
STRATEGIC REPORT GOVERNANCE
FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 121
1 General information
Statement of compliance
Basis of preparation
Basis of consolidation
until the date that control ceases.
Alternative performance measures
•
Underlyingprot:
Insurance and appropriate tax adjustments);
•
Underlyingearningspershare(EPS):
shares in issue in the period;
•
Underlyingoperatingprot:
National Insurance);
•
Underlyingcosts:
National Insurance); and
•
Underlyingoperatingmargin:
122 | Rightmove plc | Annual Report 2021
1 General information continued
Underlying prot
2021
£000
2020
£000
183,094
109,775
3,923
2,102
942
277
Impact on tax charge
(1,144)
(580)
Underlying prot 186,815
111,574
underlying earnings per share
Underlying operating prot
2021
£000
2020
£000
226,100
135,142
3,923
2,102
942
277
Underlying operating prot 230,965
137,521
underlying operating margin
Underlying costs
2021
£000
2020
£000
Administration expenses
81,193
70,575
(3,923)
(2,102)
(942)
(277)
Underlying costs 76,328
68,196
Going concern
Notes continued
STRATEGIC REPORT GOVERNANCE
FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 123
1 General information continued
Going concern continued
customers in 2021.
Judgements and estimates
2 Signicant accounting policies
(a) Revenue
124 | Rightmove plc | Annual Report 2021
2 Signicant accounting policies continued
or other services.
Type of product/service Nature and timing of satisfaction of performance obligations
Property products:
membership of
Rightmove platforms
Customers have the option to enhance their property listings and presence on Rightmove through
the customer chose to apply and use the product.
Property products:
provision of tenant
referencing and
insurance broking
commission
the customer.
Non-property products
Notes continued
STRATEGIC REPORT GOVERNANCE
FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 125
2 Signicant accounting policies continued
(b) Investments
(c) Intangible assets
(i) Goodwill
(ii) Research and development
understanding, is recognised in the income statement as incurred.
(iii) Computer software and licences
(vi) Customer relationships
(d) Property, plant and equipment
126 | Rightmove plc | Annual Report 2021
2 Signicant accounting policies continued
(e) Impairment
is estimated.
(f) Cash and cash equivalents
(g) Provisions
(h) Leases
Notes continued
STRATEGIC REPORT GOVERNANCE
FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 127
2 Signicant accounting policies continued
(h) Leases continued
(i) Employee benets
(i) Pensions
(ii) Employee share schemes
Fair value at the grant date is measured using either the Monte Carlo or Black Scholes pricing model as is most appropriate
the vesting period is recognised immediately in the income statement.
(iii) Own shares held by The Rightmove Employee Share Trust (EBT)
(iv) Own shares held by The Rightmove Share Incentive Plan Trust (SIP)
are charged directly to equity.
(v) Own shares held by Treasury
(vi) National Insurance (NI) on share-based incentives
128 | Rightmove plc | Annual Report 2021
2 Signicant accounting policies continued
(j) Treasury shares and shares purchased for cancellation
(k) Segmental reporting
(l) Financial income and expenses
(m) Taxation
previous periods.
(n) Dividends
(o) Earnings per share (EPS)
Notes continuedNotes continued
STRATEGIC REPORT GOVERNANCE
FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 129
3 Risk and capital management
Overview
• credit risk
• liquidity risk
• market risk
Credit risk
given in Note 26.
Liquidity risk
130 | Rightmove plc | Annual Report 2021
3 Risk and capital management continued
Market risk
optimising the return on risk.
(i) Currency risk
(ii) Interest rate risk
Capital management
(i) Dividend policy
(ii) Share buybacks
Notes continuedNotes continued
STRATEGIC REPORT GOVERNANCE
FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 131
3 Risk and capital management continued
Operational risk
entities;
4 Operating segments
• The Agency
• The New Homes
The Other
132 | Rightmove plc | Annual Report 2021
4 Operating segments continued
Agency
£000
New
Homes
£000
Subtotal
£000
Other
£000
Central
£000
Adjustments
£000
Total
£000
Year ended 31 December 2021
Revenue
224,490 50,026 274,516 30,370 – – 304,886
(1)
– – – – 230,965 (4,865)
(2)
226,100
Depreciation and amortisation
– – – – (4,439) – (4,439)
Financial income
– – – – 20 – 20
Financial expenses – – – – (471) – (471)
(3)
6,091 9,573 15,664 2,046 – 220
(4)
17,930
Other assets
– – – – 89,505 142
(4)
89,647
– – – – (36,683) (362)
(4)
(37,045)
Revenue 141,636 40,656 182,292 23,425 – – 205,717
(1)
– – – – 137,521 (2,379)
(2)
135,142
Depreciation and amortisation – – – – (4,270) – (4,270)
Financial income – – – – 151 – 151
Financial expenses – – – –
(478) – (478)
(3)
4,776 9,683 14,459 2,811 – 127
(4)
17,397
Other assets – – – – 140,968 57
(4)
141,025
– – – – (37,115) (184)
(4)
(35,299)
accounts purposes.
Geographic information
2021
2020
Group
Revenue
£000
Trade receivables
£000
Revenue
£000
£000
300,056 17,876
202,468 17,252
4,830 54
3,249 145
304,886 17,930
205,717 17,397
Notes continued
STRATEGIC REPORT GOVERNANCE
FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 133
5 Revenue
Disaggregation of revenue
Year ended 31 December 2021
Agency
£000
New Homes
£000
Other
£000
Total
£000
Revenue stream
224,490 50,026 14,211 288,727
– – 16,159 16,159
224,490 50,026 30,370 304,886
Agency
£000
£000
Other
£000
Total
£000
Revenue stream
141,636 40,656 9,832 192,124
– – 13,593 13,593
141,636 40,656 23,425 205,717
Contract balances
Note
2021
£000
2020
£000
17
18,645
18,277
Contract assets
120
334
(2,633)
(1,570)
6 Operating prot
2021
£000
2020
£000
Operating prot is stated after charging:
37,974
34,832
3,448
3,259
991
1,011
260
701
134 | Rightmove plc | Annual Report 2021
6 Operating prot continued
Auditor’s remuneration
2021
£000
2020
£000
Fees payable to the Company’s auditor in respect of the audit
53
32
235
208
Total audit remuneration 288
240
Fees payable to the Company’s auditor in respect of non-audit related services
25
19
All other services
2
2
Total non-audit remuneration 27
21
7 Employee numbers and costs
2021 2020
Number of employees
Administration
526
514
Management
46
44
572
558
2021
£000
2020
£000
Wages and salaries
32,353
29,698
Social security costs
4,006
3,700
1,615
1,434
37,974
34,832
4,865
2,379
Total 42,839
37,211
Notes continued
STRATEGIC REPORT GOVERNANCE
FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 135
8 Financial income
2021
£000
2020
£000
Interest income on cash and cash equivalents
17
134
Interest income on money market deposits
3
17
20
151
9 Financial expenses
2021
£000
2020
£000
198
199
273
279
471
478
10 Income tax expense
2021
£000
2020
£000
Current tax expense
Current year
42,307
25,272
113
60
42,420
25,332
Deferred tax (Note 16)
(113)
219
175
(351)
73
(160)
135
(292)
Total income tax expense 42,555
25,040
Income tax credit recognised directly in equity
2021
£000
2020
£000
Current tax
(609)
(465)
Deferred tax
(260)
250
(59)
(96)
(319)
154
Total income tax credit recognised directly in equity (928)
(311)
136 | Rightmove plc | Annual Report 2021
10 Income tax expense continued
Reconciliation of eective tax rate
2021
£000
2020
£000
225,649
134,815
42,873
25,614
73
(160)
(654)
77
–
50
175
(351)
113
60
(25)
–
Research and development credit
–
(250)
42,555
25,040
Factors aecting future tax charge
11 Earnings per share (EPS)
Pence per share
£000 Basic Diluted
Year ended 31 December 2021
Prot for the year and EPS 183,094 21.3 21.3
Underlying prot and underlying EPS 186,815 21.8 21.7
109,775 12.6 12.6
111,574 12.8 12.8
Weighted average number of ordinary shares (basic)
2021
Number of shares
2020
Issued ordinary shares at 1 January less ordinary shares
884,234,565 888,422,516
(13,285,490)
(13,360,310)
(12,603,891)
(4,280,999)
436,477
409,021
(11,640)
(6,669)
858,770,021 871,183,559
Notes continued
STRATEGIC REPORT GOVERNANCE
FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 137
11 Earnings per share (EPS) continued
Weighted average number of ordinary shares (diluted)
2021
Number of shares
2020
858,770,021 871,183,559
1,511,725
2,491,363
860,281,746 873,674,922
12 Dividends
2021 2020
Pence per share £000 £000
– –
– –
2020 interim dividend paid
– –
– –
4.50 38,900
– –
2021 interim dividend paid
3.00 25,594
– –
7.50 64,494
– (47) – (2)
– 64,447
– (2)
138 | Rightmove plc | Annual Report 2021
13 Property, plant and equipment
Group
Land &
buildings
*
£000
Oce
equipment,
xtures &
ttings
£000
Computer
equipment
£000
Leasehold
improvements
£000
Motor
vehicles
*
£000
Total
£000
Cost
At 1 January 2021 14,634 1,074 11,893 1,115 1,703 30,419
Additions – 6 694 – – 700
Leased asset additions – – – – 686 686
200 – – – – 200
14,834 1,080 12,587 1,115 2,389 32,005
Depreciation
At 1 January 2021 (4,531) (802) (9,566) (588) (1,080) (16,567)
(1,575) (145) (1,155) (122) (451) (3,448)
(6,106) (947) (10,721) (710) (1,531) (20,015)
Net book value
At 31 December 2021 8,728 133 1,866 405 858 11,990
10,103 272 2,327 527 623 13,852
Group
Land &
buildings*
£000
Oce
equipment,
xtures &
ttings
£000
Computer
equipment
£000
Leasehold
improvements
£000
Motor
vehicles*
£000
Total
£000
Cost
At 1 January 2020 13,205 1,022 9,637 1,115 1,130 26,109
Additions – 52 2,256 – – 2,308
Leased asset additions – – – – 573 573
1,429 – – – – 1,429
14,634 1,074 11,893 1,115 1,703 30,419
Depreciation
At 1 January 2020 (2,961) (656) (8,437) (466) (788) (13,308)
(1,570) (146) (1,129) (122) (292) (3,259)
(4,531) (802) (9,566) (588) (1,080) (16,567)
Net book value
At 31 December 2020 10,103 272 2,327 527 623 13,852
10,244 366 1,200 649 342 12,801
The Company had no property, plant or equipment in either year.
Notes continued
STRATEGIC REPORT GOVERNANCE
FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 139
14 Intangible assets
Group
Goodwill
£000
Computer
software
£000
Customer
relationships
£000
Total
£000
Cost
At 1 January 2021 16,516 7,367 4,521 28,404
Additions – 19 – 19
16,516 7,386 4,521 28,423
Amortisation
At 1 January 2021 – (5,726) (565) (6,291)
– (538) (453) (991)
– (6,264) (1,018) (7,282)
Net book value
At 31 December 2021 16,516 1,122 3,503 21,141
16,516 1,641 3,956 22,113
Group
Goodwill
£000
Computer
software
£000
Customer
relationships
£000
Total
£000
Cost
At 1 January 2020 16,516 6,198 4,521 27,235
Additions – 1,169 – 1,169
16,516 7,367 4,521 28,404
Amortisation
At 1 January 2020 – (5,167) (113) (5,280)
– (559) (452) (1,011)
– (5,726) (565) (6,291)
Net book value
At 31 December 2020 16,516 1,641 3,956 22,113
Impairment testing for cash generating units containing goodwill
as reported in Note 4.
140 | Rightmove plc | Annual Report 2021
14 Intangible assets continued
15 Investments
Company Nature of business
Country of
incorporation Holding
Class of
shares
Trading
status
Online pr operty advertising England and W ales Ordinary Trading
Rightmove Financial Services Limited* Online rental services England and Wales Ordinary Trading
Rightmove Landlord and Tenant
Services Limited**
guarantee insurance services
England and Wales Ordinary Trading
Online rental services England and Wales Ordinary Dormant
Company
2021
£000
2020
£000
Investment in subsidiary undertakings
At 1 January
557,622
554,554
3,118
3,068
At 31 December 560,740
557,622
Notes continued
STRATEGIC REPORT GOVERNANCE
FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 141
16 Deferred tax asset and deferred tax liability
Deferred tax asset
Group Company
Share-based
incentives
£000
Property
plant and
equipment
£000
Provisions
£000
Total
£000
Share-based
incentives
£000
At 1 January 2021 2,066 381 396 2,843 549
– 10 (175) (165) –
191 28 (81) 138 (24)
Recognised directly in equity 319 – – 319 (44)
At 31 December 2021 2,576 419 140 3,135 481
At 1 January 2020 2,318 308 92 2,718 1,010
– 130 221 351 –
(98) (57) 83 (72) (335)
Recognised directly in equity (154) – – (154) (126)
2,066 381 396 2,843 549
Deferred tax liability
Group
Intangibles 2021
£000
£000
At 1 January (859) (871)
(10)
–
(97) 12
At 31 December (966) (859)
Net deferred tax position
Group Company Company
2021
£000
2020
£000
2021
£000
2020
£000
3,135 2,843 480 549
(966)
(859)
–
–
At 31 December 2,169
1,984
480
549
142 | Rightmove plc | Annual Report 2021
17 Trade and other receivables
Group Note
2021
£000
2020
£000
18,645
18,277
26
(715)
(880)
17,930
17,397
5,028
5,951
1
4
153
98
23,112
23,450
18 Cash and deposits
Group
2021
£000
2020
£000
Cash and cash equivalents
42,985
96,690
Money market deposits
5,003
–
47,988
96,690
The Company had no cash and cash equivalents in either year.
19 Trade and other payables
Group Company
2021
£000
2020
£000
2021
£000
2020
£000
3,056
2,742
–
–
Accruals
7,748
5,879
1,139
666
Other creditors
979
414
–
–
Other taxation and social security 10,974 9,890 – –
–
–
21,842
46,798
22,757
18,925
22,981
47,464
20 Loans and borrowings
Notes continuedNotes continued
STRATEGIC REPORT GOVERNANCE
FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 143
21 Leases
Analysis of property, plant and equipment between owned and leased assets
2021
£000
2020
£000
2,404
3,126
9,586
10,726
11,990
13,852
Net book value of right of use assets
Property
£000
Vehicles
£000
Total
£000
At 1 January 2021
10,103 623 10,726
Additions – 686 686
200 – 200
Depreciation charge (1,575) (451) (2,026)
At 31 December 2021 8,728 858 9,586
At 1 January 2020 10,244 342 10,586
Additions – 573 573
1,429 – 1,429
Depreciation charge (1,570) (292) (1,862)
10,103 623 10,726
Lease liabilities
Maturity analysis – contractual undiscounted cash ows
2021
£000
2020
£000
Less than one year
2,398
2,281
8,828
8,346
432
2,544
11,658
13,171
Lease liabilities included in the statement of nancial position
2021
£000
2020
£000
Current
2,177
2,023
8,832
10,287
11,009
12,310
Amounts recognised in income statement
2021
£000
2020
£000
273
279
204
233
22
16
499
528
144 | Rightmove plc | Annual Report 2021
21 Leases continued
Amount recognised in the statement of cash ows
2021
£000
2020
£000
2,464
2,159
Reconciliation of movement of liabilities to cashows arising from nancing activities
Lease
liabilities
£000
Share
capital
£000
Reserves
£000
Retained
earnings
£000
Total
£000
At 1 January 2021 12,310 887 (11,007) 133,265 135,455
Net dividends – – – (64,447) (64,447)
– – – (174,369) (174,369)
– – (1,284) – (1,284)
– – – (1,224) (1,224)
(2,464) – – (2,464)
– – 1,248 (482) 766
Total changes arising from cash ow (2,464) – (36) (240,522) (243,022)
Other changes – – – – –
886 – – – 886
Interest 273 – – – 273
Other movements 4 – – – 4
– (27) 27 – –
– – – 928 928
– – – 183,094 183,094
– – – 3,923 3,923
Total liability/equity related to other changes 1,164 (27) 27 187,945 189,109
Balance as at 31 December 2021 11,009 860 (11,016) 80,688 81,541
At 1 January 2020 12,208 892 (11,204) 51,652 53,548
Net dividends – – –
2 2
– – – (30,125) (30,125)
– – (765) – (765)
– – – (211) (211)
(2,159) – – – (2,159)
– – 957 (241) 716
(2,159) – 192 (30,575) (32,542)
2,002 – – – 2,002
Interest 279 – – – 279
Other movements (20) – – – (20)
– (5) 5 – –
– – – 311 311
– – – 109,775 109,775
– – – 2,102 2,102
2,261 (5) 5 112,188 114,449
12,310 887 (11,007) 133,265 135,455
Notes continued
STRATEGIC REPORT GOVERNANCE
FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 145
22 Provisions
Dilapidations
provision
£000
Employee
provisions
£000
Contingent
consideration
£000
Total
£000
At 1 January 2021 562 666 2,407 3,635
– (666) – (666)
Released during the year
– – (2,407) (2,407)
Charged in the year
84 350 – 434
– (350) – (350)
At 31 December 2021 646 – – 646
Current 61 – – 61
Non-current 585 – – 585
646 – – 646
Dilapidations
provision
£000
Employee
provisions
£000
Contingent
consideration
£000
Total
£000
At 1 January 2020
507 256 2,407 3,170
– (256) – (256)
Charged in the year 55 666 – 721
At 31 December 2020
562 666 2,407 3,635
Current – 666 – 666
Non-current
562 – 2,407 2,969
562 666 2,407 3,635
The Company had no provisions in either year.
146 | Rightmove plc | Annual Report 2021
23 Share capital
2021 2020
Amount
£000
Number
of shares
Amount
£000
In issue ordinary shares
At 1 January
887 886,387,616
892 891,416,008
(27) (26,709,384)
(5) (5,028,392)
At 31 December 860 859,678,232
887 886,387,616
24 Reconciliation of movement in capital and reserves
Group
Own shares held – £000
EBT shares
reserve
£000
SIP shares
reserve
£000
Treasury
shares
£000
Total
£000
(2,191) (3,205) (6,348) (11,744)
(765) – – (765)
734 (734) – –
397 378 36 811
– 146 – 146
(1,825) (3,415) (6,312) (11,552)
Own shares held as at 1 January 2021 (1,825) (3,415) (6,312) (11,552)
(1,127) (157) – (1,284)
1,127 (1,127) – –
273 560 383 1,216
– 32 – 32
Own shares held as at 31 December 2021 (1,552) (4,107) (5,929) (11,588)
Notes continued
STRATEGIC REPORT GOVERNANCE
FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 147
24 Reconciliation of movement in capital and reserves continued
Own shares held – number of shares
Number of shares
EBT shares
reserve
SIP shares
reserve
Treasury
shares Total
2,208,362 785,130 13,360,310 16,353,802
118,293 – – 118,293
(113,465) 113,465 – –
(817,714) (111,620) (74,820) (1,004,154)
– (29,400) – (29,400)
1,395,476 757,575 13,285,490 15,438,541
Own shares held as at 1 January 2021 1,395,476 757,575 13,285,490 15,438,541
148,147 20,278 – 168,425
(148,147) 148,147 – –
(237,058) (133,200) (805,018) (1,175,276)
– (5,800) – (5,800)
Own shares held as at 31 December 2021 1,158,418 787,000 12,480,472 14,425,890
(a) EBT shares reserve
(b) SIP shares reserve (Group and Company)
(c) Treasury shares (Group and Company)
Other reserves
Retained earnings
148 | Rightmove plc | Annual Report 2021
24 Reconciliation of movement in capital and reserves continued
Company
Reverse acquisition reserve
Other reserves
25 Share-based payments
Group Company
2021
£000
2020
£000
2021
£000
2020
£000
336
324
5
1
424
(1,112)
424
(1,019)
2,015
1,489
330
52
826 838 3 –
322
563
–
–
Total share-based payments charge 3,923
2,102
762
(966)
NI on applicable share-based incentives at 13.8% 942
277
295
(53)
Sharesave Plan
Grant date
Share
price at
grant date
(pence)
Exercise
price
(pence)
Expected
volatility
(%)
Option life
(years)
Risk free
rate
(%)
Dividend
yield
(%)
Fair value
per option
(pence)
627.0 513.0 27.5 3.0 0.0 0.5 167.1
683.0 574.0 26.6 3.0 0.8 1.12 184.0
Notes continued
STRATEGIC REPORT GOVERNANCE
FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 149
25 Share-based payments continued
2021 2020
Group Number
Weighted average
exercise price
(pence)
Weighted average
exercise price
(pence)
Outstanding at 1 January
752,023 442.9
804,221 387.3
217,790 574.0
247,942 513.0
(104,234) 468.3
(85,974) 401.5
Exercised
(202,011) 376.9
(214,166) 329.7
Outstanding at 31 December 663,568 497.9
752,023 442.9
Exercisable at 31 December 38,274 389.0
42,096 329.0
Performance Share Plan (PSP)
Grant date
Share
price at
grant date
(pence)
Exercise
price
(pence)
Expected
volatility
(%)
Option life
(years)
Risk free
rate
(%)
Dividend
yield
(%)
Discount
for
two year
holding
period
(%)
Fair value
per option
(pence)
(1)
630.0 0.0 27.5 3.0 0.0 0.0 15.4 346.0
(1)
630.0 0.0 0.0 3.0 0.0 0.0 15.4 533.0
3 March 2021 (TSR dependent)
(1)
584.0 0.0 28.1 3.0 0.4 0.0 15.8 176.0
(1)
584.0 0.0 0.0 3.0 0.0 0.0 15.8 492.0
share price volatility at the grant date.
150 | Rightmove plc | Annual Report 2021
25 Share-based payments continued
Group
2021
Number
2020
Outstanding at 1 January
1,017,279
1,131,918
269,968
228,004
(1)
(248,185)
(82,637)
Exercised
(270,986)
(260,006)
Outstanding at 31 December 768,076
1,017,279
Exercisable at 31 December –
188,258
Deferred Share Bonus Plan (DSP)
Grant date Award date
Share
price at
grant date
(pence)
Exercise
price
(pence)
Expected
term
(years)
Risk free
rate
(%)
Dividend
yield
(%)
Fair value
per option
(pence)
6 March 2019 4 March 2020 495.0 0.0 3.0 0.0 1.3 476.0
4 March 2020 3 March 2021
(1)
614.0 0.0 3.0 0.0 0.5 605.3
3 March 2021 3 March 2022
(2)
584.0 0.0 3.0 0.0 0.8 571.0
Group
2021
Number
2020
Outstanding at 1 January
881,577
939,982
329,380
357,152
(2,206)
(10,257)
Exercised
(511,572)
(405,300)
Outstanding at 31 December 697,179
881,577
Exercisable at 31 December –
–
Notes continued
STRATEGIC REPORT GOVERNANCE
FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 151
25 Share-based payments continued
Share Incentive Plan
Grant date
Share
price at
grant date
(pence)
Exercise
price
(pence)
Option life
(years)
Risk free
rate
(%)
Dividend
yield
(%)
Fair value
per option
(pence)
642.4 0.0 3.0 0.0 0.0 642.4
651.6 0.0 3.0 0.0 0.0 651.6
769.0 0.0 3.0 0.0 0.0 769.0
Group
2021
Number
2020
Outstanding at 1 January
748,050
761,845
236,000
187,250
(86,275)
(60,025)
Exercised
(138,725)
(141,020)
Outstanding at 31 December 759,050
748,050
Exercisable at 31 December 148,500
106,000
Restricted Share Plan (RSP)
service period.
Grant date
Share
price at
grant date
(pence)
Exercise
price
(pence)
Expected
volatility
(%)
Option life
(years)
Risk free
rate
(%)
Dividend
yield
(%)
Fair value
per option
(pence)
6 March 2019 495.1 0.0 22.4 3.0 0.0 1.3 476.0
630.0 0.0 27.5 1.0 0.0 0.4 627.2
152 | Rightmove plc | Annual Report 2021
25 Share-based payments continued
Group
2021
Number
2020
Outstanding at 1 January
244,937
211,323
–
33,614
–
–
Exercised
(33,614)
–
Outstanding at 31 December 211,323
244,937
Exercisable at 31 December –
–
26 Financial instruments
Credit risk
Group Note
2021
£000
2020
£000
17
17,930
17,397
17
1
4
Contract assets 5
120
334
17
153
98
Cash and cash equivalents 18
42,985
96,690
Money market deposits 18
5,003
–
66,192
114,523
Group Note
2021
£000
2020
£000
17,876
17,252
54
145
17
17,930
17,397
Notes continuedNotes continued
STRATEGIC REPORT GOVERNANCE
FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 153
26 Financial instruments continued
Group Note
2021
£000
2020
£000
16,201
14,961
Other
1,729
2,436
17
17,930
17,397
Expected credit loss assessment
2021
Weighted-average
loss rate
Gross carrying
amount
£000
Loss allowance
£000 Credit-impaired
Current 16,050 (110) No
1,203 (67) No
495 (45) No
305 (75) No
More than 91 days past due 592 (418) No
18,645 (715)
2020
loss rate
amount
£000
£000
Current 11,969 (197) No
3,391 (220) No
1,281 (171) No
423 (25) No
More than 91 days past due 1,213 (267) No
18,277 (880)
154 | Rightmove plc | Annual Report 2021
26 Financial instruments continued
Group Note
2021
£000
2020
£000
At 1 January
880
733
Charged during the year
260
701
(425)
(554)
17
715
880
Liquidity risk
Group
Carrying
amount
£000
Contractual
cash ows
£000
6 months
or less
£000
At 31 December 2021
3,056 (3,056) (3,056)
2,742 (2,742) (2,742)
Currency risk
Interest rate risk
Fair values
Notes continued
STRATEGIC REPORT GOVERNANCE
FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2021 | 155
27 Related party disclosures
Inter-group transactions with subsidiaries
Directors’ transactions
incentive schemes in the period.
Key management personnel
28 Contingent liabilities
29 Subsequent events
and the reporting date.
156 | Rightmove plc | Annual Report 2021
(1)
Auditor
(2)
Shareholder enquiries
10th Floor
Central Square
29 Wellington Street
Leeds
LS1 4DL
• Elect to receive shareholder communications electronically
Contacts
Financial calendar 2022
Final dividend record date 29 April 2022
Final dividend payment 27 May 2022
Registered oce
Rightmove plc
2 Caldecotte Lake
Caldecotte Lake Drive
Milton Keynes
MK7 8LE
Registered in
England no. 06426485
Corporate advisers
Financial adviser
Joint brokers
Numis Securities Limited
Auditor
(1)
Bankers
Barclays Bank plc
Solicitors
Slaughter and May
Registrar
Link Asset Services
(2)
Designed and produced by The Team www.theteam.co.uk
Rightmove’s purpose is to make
home moving easier in the UK
We do this by creating a simpler and
more ecient property marketplace
Rightmove is the UK’s number one property portal
Rightmove plc | Annual Report 2021
Contents
Strategic report
1 Highlights
2 Chair’s statement
4 Chief Executive’s review
5 Our strategy
20 Business model
22 Key performance
indicators
24 Financial review
28 Risk management
29 Principal risks and
uncertainties
33 Going concern and
viability statement
34 Section 172 – Working
with our stakeholders
38 Sustainability report
Governance
62 Corporate governance
report
65 Directorsandocers
72 Audit Committee report
81 Nomination Committee
report
84 Directors’ remuneration
report
103 Directors’ report
106 Directors’
responsibilities
statement
107 Auditor’s report
Financial statements
114 Consolidated
statement of
comprehensive income
115 Consolidated
statementofnancial
position
116 Company statement
ofnancialposition
117 Consolidated
statement of
cashows
118 Company statement
ofcashows
119 Consolidated
statement of changes
in shareholders’ equity
120 Company statement
of changes in
shareholders’ equity
121 Notes forming part of
thenancialstatements
156 Advisers and
shareholder information
Rightmove plc
Annual Report 2021
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Rightmove plc Annual Report 2021