Rightmove plc
2 Caldecotte Lake
Business Park
Caldecotte Lake Drive
Milton Keynes
MK7 8LE
Registered in England no. 6426485
Rightmove plc Annual Report 2022
Annual Report 2022
Designed and produced by The Team www.theteam.co.uk
Rightmove plc | Annual Report 2022
Rightmove’s purpose is
to make home moving
easier in the UK. We do this
by creating a simpler and
more ecient property
marketplace. Rightmove
is the UK’s number one
property portal.
Strategic report
01 Contents
02 Highlights
04 Chair’s statement
06 Our business model
08 Our strategy
14 Chief Executive’s review
18 Key performance indicators
20 Financial review
23 Risk management
26 Principal risks and uncertainties
29 Going concern and viability
statement
30 Section 172 Statement – Working
with our stakeholders
35 Sustainability report
Rightmove plc | Annual Report 2022
Governance
60 Corporate governance report
71 Audit Committee report
79 Nomination Committee report
82 Directors’ remuneration report
114 Directors’ report
117 Directors’ responsibilities
statement
118 Auditor’s report
Financial statements
126 Consolidated statement of
comprehensive income
127 Consolidated statement
128 Company statement
129 Consolidated statement
130 Company statement
131 Consolidated statement of
changes in shareholders’ equity
132 Company statement of changes
in shareholders’ equity
statements
167 Advisers and shareholder
information
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
OUR BUSINESS MODEL
Creating value for all
our shareholders
Page 06
PRINCIPAL RISKS AND
UNCERTAINTIES
of risks
Page 26
OUR STRATEGY
Our ambition to make home
moving easier
Page 08
SUSTAINABILITY REPORT
our direct operations
Page 35
KEY PERFORMANCE
INDICATORS
Financial and operational
Page 18
CORPORATE
GOVERNANCE REPORT
Excellence in governance
Page 60
Rightmove plc | Annual Report 2022 | 1
2 | Rightmove plc | Annual Report 2022
payments charges (including the related National Insurance).
based payments charges including the related National Insurance and appropriate
issue for the year.
Financial highlights
Rightmove’s strong
continued to rely on
our digital products
throughout the
year to drive their
Strategic report | Highlights
REVENUE
+9
%
Revenue of £332.6m up 9% compared to
other business units
UNDERLYING EARNINGS
PER SHARE
(2)
+9
%
Underlying basic earnings per share of
23.8p up 2.0p on 2021 (2021: 21.8p)
OPERATING PROFIT
+7
%
compared to 2021 (2021: £226.1m)
UNDERLYING
OPERATING PROFIT
(1)
+6
%
up 6% compared to 2021 (2021: £231.0m)
CASH RETURNED TO
SHAREHOLDERS
£
197.7m
Cash returned to shareholders through
share buy backs and dividends totalled
£197.7m (2021: £238.8m). Interim
BASIC EARNINGS
PER SHARE
+10
%
Basic earnings per share of 23.4p up 2.1p
(2021:21.3p)
Rightmove plc | Annual Report 2022 | 3
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
(3) Average Revenue per Advertiser (ARPA) is calculated as revenue from Agency
advertisers during the month, measured as a monthly average over the year.
(4) Source: Google Analytics.
Operational highlights
Rightmove remains
the place home
hunters and sellers
provides its customers
largest possible home
moving audience –
customer numbers,
average revenue spent
per customer (ARPA),
statistics.
CUSTOMER NUMBERS
19,014
on 2021 (18,969)
TRAFFIC – VISITS
%
to 2021 to 2.3 billion
(4)
normal market after the high levels of
EMPLOYEE ENGAGEMENT
87
%
87% of employee respondents think
(2021:89%)
PROPERTIES ADVERTISED
741,000
Over 741,000 UK residential properties
advertised on Rightmove (2021: 692,000)
more than any other UK site
AVERAGE REVENUE
PER ADVERTISER
(3)
£
1,314
Average revenue per advertiser (ARPA)
up 11% compared to 2021 (2021: £1,189)
TRAFFIC – TIME ON SITE
(4)
16.3bn
at 16.3 billion minutes (2021: 18.3 billion)
4 | Rightmove plc | Annual Report 2022
Strategic report | Chair’s statement
During 2022, the Board focused on supporting the
including increasing the digitisation of tenants’ rental journeys,
Commercial real estate business, and providing an enhanced
Our ambition remains for Rightmove to be an innovative and
and shareholders.
Financial Results
(1)
£332.6m (2021: £304.9m). Underlying earnings per share
(2)
(3)
£40.1m (2021: £48.0m), having returned all surplus cash
to shareholders.
Returns to shareholders and dividend
the share buyback programme and dividend payments.
be paid, subject to shareholder approval, on 26 May 2023,
9% on 2021 (2021: 7.8p).
It is my pleasure to present Rightmove’s results for the year
ended 31 December 2022. In a year of continued economic
challenge and global change, our results demonstrate the
resilience of Rightmove’s business model and the clear value
after time as they look for their next home.
our teams continued to deliver such a high quality of service
to our customers and to home hunters throughout the year.
fundamental in helping Rightmove become the successful
business it is today and the UK’s largest property portal. Under
his leadership, the Company has increased the value it provides
portal increasing from 11.7bn minutes in 2016 to over 16bn
shareholders, increasing annual revenues from £220m to
£333m in the same period and returning more than £1 billion
through dividends and share buybacks over that time.
In a year of continued economic
and global change and challenge,
Rightmove once again demonstrated
the resilience of its business model
and the value its products and
services provide to its customers.
Andrew Fisher Chair
Rightmove plc | Annual Report 2022 | 5
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Looking ahead
Our ambition to innovate continually to make home moving
Andrew Fisher
Chair
2 March 2023
payments charges (including the related National Insurance)
charges (including the related National Insurance and appropriate tax adjustments),
(3) Cash including money market deposits
Board changes
New Chief Executive Ocer
business to consumer online marketplace businesses.
investment organisation.
Other Board changes
consumer experiences from a range of other digital product
and mobile platforms. We have commenced a search for her
to the business throughout her tenure.
Board governance
Responsibility Committee, has continued to guide and oversee
progress in the execution of our Environmental, Social and
initiative (SBTi).
Further detail can be found in the Sustainability Report.
The Audit Committee has overseen the implementation of
Company’s Remuneration Policy during the year. Consultation
Annual General Meeting in May 2023.
WHAT WE DO
Rightmove is the UK’s number one online digital property advertising portal. Bringing
together the largest selection of properties and the UK’s largest and most engaged
property audience. We benet from strong network eects generating unrivalled benets
for both our consumer audiences and advertisers. Year after year, over 80% of all time spent
on property portals in the UK is spent on Rightmove.
HOW WE DO IT
Our Brand and the network eect
Our commitment to digital innovation, providing a best-in-class home search experience
for home movers and marketing channels for our customers, underpins our Brand strength
and places us at the heart of the UK property market.
• Property professionals, such as estate agents, lettings agents
and new homes builders, pay a subscription fee to advertise
their properties on Rightmove. They can also pay for additional
digital advertising products and tools to increase their prole
and dierentiate themselves from their competition.
• We also list overseas properties, with vendors targeting
British buyers, and commercial properties, such as oces
and retail and industrial units.
• We sell online advertising space to third parties – such as
removal companies and schools – as well as selling our
extensive property market data to agents and landlords,
surveyors, insurers, mortgage lenders and brokers and local
authorities.
• We also provide valuation services and unique
demand-side property data to surveyors and
property professionals.
Strategic report | Our business model
6 | Rightmove plc | Annual Report 2022
Business model
Our purpose is to make home moving easier in the UK through
creating a more ecient housing marketplace.
SIMPLICITY
EFFICIENCY
EMPOWERMENT
The place
CONSUMERS turn
to rst and engage
with most –
Buyers, Sellers,
Renters
and Landlords
RIGHTMOVE'S
DIGITAL
INNOVATION
Unrivalled
exposure, leads
and products for
our CUSTOMERS –
Agents and
Developers
CONSUMERS
For home movers, Rightmove is free to use and is the only
place where they can see almost the entire UK property
market in one place. Rightmove has become the place
consumers turn to rst when they think about moving
home – they can reply on the speed and availability of our
platforms to review more properties for sale and rent than
anywhere else. In addition, our platform’s simplicity and
property information eases what can be a stressful process.
CUSTOMERS
By creating the UK’s largest digital property portal, with the
largest selection of properties, we have brought together
virtually all the home moving audience our customers want to
attract. We 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.
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2022 | 7
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
HOW WE CREATE EXCEPTIONAL VALUE FOR OUR STAKEHOLDERS
Our purpose is to make home moving easier in the UK through creating a more
ecient housing marketplace
Moving home can be a time consuming, frustrating experience for both home hunters
Customers
We provide unrivalled returns for
our customers – we help them to
save time, grow their market share,
market more eciently, win new
instructions and create new
revenue streams.
further vendor instructions. We also provide valuation services and comprehensive property data and
Consumers
Rightmove is free to home-movers
and is there at their ngertips. It is
the only place where home-movers
can see almost the entire UK
property market – both sales and
rentals – in one place.
tenants to obtain services such as referencing, insurance and broadband.
Shareholders
Our focus on consistent returns,
combined with ambitious growth
milestones, create substantial
shareholder value.
our unrivalled audience and data, our substantial product inventory and our track record of constant
Employees
Our employees dene Rightmove
and live by our central behaviours
of doing the right thing for our
customers and consumers.
We invest in talent development and in further strengthening our culture of doing the right thing for
Environment & Communities
A force for good in the UK’s drive to
reduce carbon emissions and make
a dierence in the communities in
which we operate.
We are committed to being a force for good in the UK’s drive to reduce carbon emissions – using the
Strategic report | Our strategy
Our strategy
Our ambition to make home moving easier in the UK is undiminished and drives our
to digitise more of the home moving journey.
8 | Rightmove plc | Annual Report 2022
1 CONSUMERS
The place home hunters
Page 9
3 INNOVATION
Innovating to make the home
moving process in the UK more
Page 11
2 CUSTOMERS
Unrivalled returns for our
customers through digital
marketing solutions and insights
Page 10
4 ENVIRONMENT &
COMMUNITIES
Doing the right thing
underpins our culture
and our actions
Page 12
5 GREAT TEAMS
A creative and inclusive culture,
driving improvements for our
customers and home hunters
Page 13
to consistently meet home
hunters’ needs
journey begins
As your
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
1. CONSUMER
A place home hunters
Rightmove’s place at the heart of home moving
has high expectations of our technology and
platforms to deliver the most relevant search
and research tools and content.
Home hunters spent over
16.3 billion minutes searching
on our platforms during 2022
(2021: 18.3 billion)
16.3
billion
minutes
Rightmove plc | Annual Report 2022 | 9
simplicity
As you seek
2. CUSTOMERS
Unrivalled returns for customers
Our objectives are to help our customers to save
revenue streams.
Strategic report | Our strategy continued
10 | Rightmove plc | Annual Report 2022
Our suite of products continues
to support our customers as the
in both stock and demand
constrained markets
70m
We delivered 70 million
property-specic leads
to our customers
during 2022
(2021: 65 million)
the next step
Rightmove plc | Annual Report 2022 | 11
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
23%
Accelerating the pace
of new releases, with
over 23% more software
releases in 2022
(2021: 20%)
Technology changes rapidly
3. INNOVATION
Innovating to make the home
the property search market in the UK. Our goal is
journey from searching for a home to being ready
to transact on it: making the process and market
As you take
12 | Rightmove plc | Annual Report 2022
As you embrace
4. ENVIRONMENT & COMMUNITIES
A force for good in the UK’s
Our commitment is to reduce carbon emissions
by 2040. We also help our customers understand
Strategic report | Our strategy continued
radical change, and
meet the challenge
change
Highlighting the Energy
Performance Certicate (EPC)
on each property increased
home hunter engagement
with EPCs by 25% (2021: 35%)
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
When you need
the best
5. GREAT TEAM
One highly connected,
collaborative team
Our employees live by the central behaviours
of doing the right thing for our customers
and consumers, driving improvement, and
taking responsibility for making things that
matter happen.
87%
87% of employee
respondents agree that
Rightmove is a great place
to work and are proud to tell
people that they work here
(2021: 89%)
As everything
changes, our
commitment
to the best
continues
Rightmove plc | Annual Report 2022 | 13
14 | Rightmove plc | Annual Report 2022
resulted in a 8% increase in the number of developments listed
developers of our products, particularly Native Search Adverts
Rightmove’s key smaller businesses – Commercial Property,
throughout 2022. These business units all maintained
revenue (2021: £26.8m). Our more nascent businesses,
Tenant Services and Mortgages, continue to evolve their
Rightmove’s commitment to innovation remains undimmed.
One of many examples of our innovation to help our
such as Local Valuation Alert and Native Search Adverts, and
I am delighted that our products and our teams have delivered
such strong value for our customers and our consumers
the country and the economy. Our progress is testament to
Rightmove’s purpose is to make home moving easier in the
second half of the year, home movers continued to turn to
the most reliable source of information about the housing
over 16 billion minutes on our platform searching for their
next property.
Our customers continued to invest in our digital products, to
a more normal market over the course of the year. This theme
the mini budget. The robustness of our business model and
the return of investment on our products for agents and
returns for them, not just through the buoyant market
over the remainder of the year.
agents continued to purchase additional Rightmove
right instructions, and the average revenue per advertiser
Rightmove remains the UK's Number
One property platform. During 2022,
it continued to provide both
market conditions.
Peter Brooks-Johnson Chief Executive Ocer
Strategic report | Chief Executive’s review
Rightmove plc | Annual Report 2022 | 15
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Consumers expect the platform they rely on to be available all
dedication of the team, Rightmove maintained its industry
unavailable for less than 43 minutes for the entirety of 2022.
Unrivalled returns for our customers through digital
marketing solutions and insight
sent in 2022, an increase of 8% on 2021. At over 2 leads every
Rightmove in a year.
stock levels increased, our customers turned more than
Our premium packages, Enhanced and Optimiser, help our
Advert product, exclusively for our Optimiser customers.
Rightmove platform. The product is particularly strong on
mobile and uses smart targeting to help to ensure the best
return for agents. To help agents to deliver engaging video
Our popular Local Valuation Alert and Rightmove Discover
home seller’s process for choosing an agent. During 2022,
to keep them at the forefront of digital marketing for our
people asking for a valuation on their home in 2022 compared
membership and access products immediately.
continue to shape the UK property market and support our
customers in 2023.
Our Strategy – making home moving easier
The place consumers turn to and return to rst
looking for a property or to research the market. Over 80% of
all time spent on property portals in the UK continues to be
spent on Rightmove
(1)
During 2022, the level of consumer engagement on the
Rightmove platforms remained exceptionally high: consumers
paid over 2.3 billion
(2)
visits) and spent over 16.3 billion
(2)
minutes searching for
properties on Rightmove (2021: 18.3 billion minutes).
Over 70% of all time spent on Rightmove’s platforms in
This level of consumer engagement is underpinned by our
culture of continuous improvement. One focus during 2022
organise their search journey in categories that make sense to
them. Since release, over a million unique lists have been
created, by over 600,000 people, not only making the search
useful data for future product development. My Enquires,
hunters to track properties they have enquired on and record
their thoughts, making Rightmove even more integral in the
used the feature since it launched in November 2022.
In addition to searching for properties, consumers use
Rightmove data to research the property market. Rightmove’s
time search and sales patterns provide valuable insights and
research tools, such as sold prices data and the “Where Can I
properties. We sent an average of 3.3 million consumer emails
remains the most accurate leading indicator of house prices in
16 | Rightmove plc | Annual Report 2022
Strategic report | Chief Executive’s review continued
and is provided online, backed by a bespoke learning
from experts, on the moving process, codes of practice,
demonstrate their quality and credibility to sellers and landlords.
Rightmove’s Commercial Real Estate (CRE) portal provides
access to the largest audience of agents, surveyors, landlords,
of time spent on Rightmove Commercial increased by 3% to
63% in 2022. This platform increasingly generates leads from
to earn a fee on the property being advertised but to introduce
the increasing size and value of this audience to our CRE
customers, ARPA has increased by 30%.
Rightmove’s Data Services business supports the property
industry by delivering property valuation tools and insights
based on our unparalleled datasets. Surveyors use our
Innovating to make the home moving process more
ecient by being more digital
Rightmove has played, and continues to play, a leading role in
the ongoing digitisation of the property search market in the
UK. Our goal is to improve all aspects of the journey – from
creating opportunities to expand and augment our revenue
Rightmove is helping to drive an increasingly digital rental
journey, making the process less fragmented and frustrating
for agents, landlords and tenants alike. We launched our
every element of the tenancy journey – from initial lead, via
The usefulness of our additional products to customers is
demonstrated by over 1,300 agents electing to upgrade to our
top Optimiser package during 2022. These package upgrades,
to advertise. Advanced Development Listings creates an
subscription to this package increased by 37% on last year.
In the fourth quarter, as the property market cooled, sales of
Rightmove’s value to our customers goes beyond digital
customers to support them in running their businesses more
all Rightmove membership packages – helps customers
over 90% of independent estate agents during 2022. The Best
support their suggested property price, saves them up to an
used over 17 million times in 2022, a 22% increase on 2021.
Rightmove’s culture of constant improvement and innovation
helps to create more opportunities for our customers to
algorithm that is constantly learning and improving to
into potential home sellers in an agent’s area. The opportunity
to get a head start on marketing to these potential vendors led
to a third of Optimiser customers using Opportunity Manager
all members, remains an invaluable tool for our customers.
Rightmove plc | Annual Report 2022 | 17
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
A diverse Rightmove is important to us. We recognise that a
and helps us to anticipate and then provide the features our
customers and home hunters expect from the Rightmove
platform. We are committed to reducing the gender pay gap
particularly those from disadvantaged backgrounds.
More information about these initiatives and our environmental
policy can be found in the Environmental, Social and
Governance Report.
The Rightmove team
central behaviours of doing the right thing for our customers
and consumers, driving improvement, and taking responsibility
for making things that matter happen.
In 2022 87% (2021: 89%) of employees, responding to the
the future.
Peter Brooks-Johnson
2 March 2023
(1) Source: Comscore MMX® Desktop only + Comscore Mobile Metrix® Mobile Web
(2) Source: Google analytics.
tenant and landlord insurance and broadband services for
enquiring about a property, reducing the likelihood of a
frustrating reference failure for them late in the process.
referencing process during the year, reducing both the
application time for tenants and the accuracy for agents and
tenants able to search, secure and contract on a property
entirely from their mobile device.
leads for our mortgage partner. Consumers are able to apply
for a MIP directly from our site and can then tailor their search
advanced to make the journey to achieving a MiP easier and
quarter of 2023. This helps both prospective buyers and
Our environment and society
environmental strategy, and the Science Based Targets
Initiative’s scientists validated our emissions reductions targets
platform to continue to help consumers to understand the
an emphasis on charities that matter to our employees,
Strategic report | Operational key performance indicators
18 | Rightmove plc | Annual Report 2022
We use the metrics set out below to track our operational performance.
NUMBER OF ADVERTISERS
12,000
13,000
14,000
15,000
16,000
17,000
18,000
19,000
20,000
21,000
19,197
18,969 19,014
20,454
19,809
2021
2022
2018 2019 2020
AVERAGE REVENUE PER ADVERTISER – ARPA (in £ per month)
0
200
400
600
800
1,000
1,200
1,400
1,005
778
1,189
1,314
1,088
2021
2022
2018 2019 2020
Denition
advertising properties on Rightmove.
Strategic link
Denition
month divided by the total number of advertisers during the
month, measured as a monthly average over the year.
Strategic link
Unrivalled exposure, leads and products for our customers.
2022 performance
+0.2
%
Risks
2
1 3
2022 performance
+11
%
Risks
2
1 3
EMPLOYEE ENGAGEMENT
0
20
40
60
80
100
91%
81%
89%
87%
93%
2021
2022
2018 2019 2020
Denition
Strategic link
2022 performance
Percentage points
Risks
5
Source: Rightmove
TRAFFIC (time on site measured in billions of minutes)
10.4
11.4
12.4
13.4
14.4
15.4
16.4
17.4
18.4
19.4
12.3
12.1
18.3
16.3
15.9
2021
2022
2018 2019 2020
Denition
Total time measured in billions of minutes spent on Rightmove
platforms during the year.
Strategic link
2022 performance
%
Risks
3
2 4
Source: Google Analytics
Source: Rightmove
Source: Rightmove
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
Principal risks relevant to our KPIs (read more on principal risks pages 26 to 28)
Rightmove plc | Annual Report 2022 | 19Rightmove plc | Annual Report 2022 | 19
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
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 nancial performance.
Strategic report | Financial key performance indicators
0
50
100
150
200
250
300
350
267.8
289.3
205.7
304.9
332.6
REVENUE £m
2021
2022
2018 2019 2020
0
50
100
150
200
250
203.3
231.0
245.4
219.7
137.5
UNDERLYING OPERATING PROFIT £m
2021
2022
2018 2019 2020
(2021: 76%).
2022 performance
+9
%
Risks
1
2
3
4
5
2022 performance
+6
%
Risks
1
2
3
4
5
UNDERLYING EPS (pence per ordinary share)
10
12
14
16
18
20
22
24
2021
2022
2018 2019 2020
20.3
12.8
21.8
23.8
18.3
related National Insurance and appropriate tax adjustments),
issue for the period.
Underlying EPS increased by 9% to 23.8p (2021: 21.8p).
2022 performance
+9
%
Risks
1
2
3
4
5
Source: Rightmove
Source: Rightmove
Source: Rightmove
CASH RETURNED TO SHAREHOLDERS £m
0
50
100
150
200
250
300
2021
2022
2018 2019 2020
148.5
30.1
238.8
197.7
168.5
totalling £197.7m (2021: £238.8m). The reduction from 2021
2022 performance
%
Risks
1
2
3
4
5
Source: Rightmove
20 | Rightmove plc | Annual Report 2022
Revenue
(2021: £304.9m), driven by an increase in product uptake and
business units.
2022
£m
2021
£m
Change vs
2021 £m
Change vs
2021 %
Agency 247.3
22.8
10%
2.6
Other 32.7 30.4
2.3
8%
Total revenue 332.6 304.9 27.7 9%
2022 2021
Change vs
2021
Change vs
2021 %
Agency branches 16,110 (178) (1%)
developments
3,082 223 8%
Total membership 19,014 18,969 45 0%
2021 as a result of continued investment by agents in additional
(1)
developments advertised also increased. Development
(2)
Commercial, Overseas, Data Services and Third Party all
of £2.6m, driven by the change in our monetisation model.
Strategic report | Financial review
in our digital products and in package
upgrades throughout the year.
Alison Dolan Chief Financial Ocer
Revenue (£m) vs 2021
0
50
100
150
200
250
300
350
(3.2)
304.9
28.6
2.3
332.6
Dec
2021
Dec
2022
Customers Other
revenue
ARPA
Revenue by segment (%)
Agency New Homes Other
10
16
74
Rightmove plc | Annual Report 2022 | 21
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Administration costs
£81.2m in 2021.
Underlying operating costs
(3)
The increase is due primarily to:
• £7m of higher payroll costs, from increased headcount,
and performance uplifts added a further 2% and took the
• £1m of additional marketing costs – mostly marketing
technology costs for hosting and security.
Operating prot
2022
£m
2021
£m
Change vs
2021 £m
Change vs
2021 %
Revenue
332.6
304.9
27.7 9%
Other income
–
2.4
(2.4) (100%)
Admin costs
(91.3)
(81.2)
(10.1) (12%)
Operating prot 241.3
226.1
7%
Operating margin
73%
74%
(4)
margin
for 2022 of 74% (2021: 76%).
contingent consideration provision in relation to the acquisition
of Rightmove Landlord and Tenant Services (previously Van
Mildert) in 2019, as the threshold performance criteria for pay
Earnings per share (EPS)
Basic EPS increased by 10% to 23.4p (2021: 21.3p), driven by
Underlying EPS
(6)
(4)
)
increased by 9% to 23.8p (2021: 21.8p).
Taxation
the UK’s enacted tax rate of 19.0%.
£241.3m
£225.6m
2022
Profit before tax
Tax highlights 2021 to 2022
Income tax expense Effective tax rate
2021
£42.6m
£45.6m
18.9
%
18.9
%
All tax matters are managed to ensure that the right amount
year end.
22 | Rightmove plc | Annual Report 2022
As in prior years, the total amount of UK taxes paid and
VAT. The increase in total tax contribution compared to the
impacted both VAT and corporation tax.
Taxes collected 2022 (%)
VAT Employment
taxes
19.3
80.7
Taxes borne 2022 (%)
Corporation
tax
Employment
taxes
Business
rates
Stamp duty
and other
9.8
87.4
1.3 1.5
Balance sheet
Summary consolidated statement of nancial position
2022
£m
2021
£m
Change
£m
Property, plant and equipment
10.4
12.0 (1.6)
Intangible assets
22.1
21.1 1.0
Deferred tax asset
1.5
2.2 (0.7)
Trade and other receivables
26.6
23.1
Contract assets
0.5
0.1 0.4
Income tax receivable
0.6
1.1
Cash and money market deposits
40.1
48.0 (7.9)
Trade and other payables
(20.9)
(22.8) 1.9
Contract liabilities
(2.3)
(2.6) 0.3
Lease liabilities
(9.6)
(11.0) 1.4
Provisions
(0.8)
(0.6) (0.2)
Net assets 68.2 70.5 (2.3)
December 2021, primarily due to the £3.0m increase in trade
December 2022 revenue and a slight increase in ageing of
the 22 days in December 2021.
Trade and Other Payables of £20.9m have decreased £1.9m
average of 17 days (December 2021: 19 days).
Cash ow and liquidity
(7)
.
Cash generated from operating activities increased by
£7.4m to £244.2m (2021: £236.8m).
The closing cash balance, including money market deposits,
The Group bought back and cancelled 22.3m ordinary shares
during the year (2021: 26.7m), at a cost of £130.9m (including
expenses) as part of its ongoing share buyback programme
Shareholder returns
capital structure and returns policy remains unchanged.
Alison Dolan
2 March 2023
(1) Agency ARPA is calculated as revenue from Agency advertisers in a given month
divided by the total number of advertisers during the month, measured as a
monthly average over the year
month divided by the total number of developers during the month, measured as a
monthly average over the year
payments charges (including the related National Insurance)
payments charges (including the related National Insurance)
percentage of revenue
charges (including the related National Insurance and appropriate tax adjustments),
(7) Cash generated from operating activities of £244.2m (2021: £236.8m)
£241.3m (2021: £226.1m).
Strategic report | Financial review continued
Rightmove plc | Annual Report 2022 | 23
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Strategic report | Risk management
Rightmove manages the risks and opportunities
adopting sound risk management: ensuring an
appropriate level of control to protect against the
development of the Group.
the delivery of its strategy by adopting sound risk management:
ensuring an appropriate level of control to protect against the
the Group. The attitude to risk is to operate a culture of creativity
managed. Risk management practices are embedded into
business activities in a proportionate manner, supporting a
processes and controls:
responsibility throughout the business is clear
• overarching governance is provided by the Board, Audit
Committee and Risk Committee
• the Compliance function oversees risk management
Governance framework
the leadership team, ensures that escalated issues are addressed
structures is facilitated by delegated authority from the Board to
the Audit Committee, Executive Directors and leadership team,
The Board’s risk management responsibilities include:
• the cascade of delegated authority
The CFO holds executive accountability for the ongoing
monitoring, assessment and management of the risk
decision making, and recognises that all employees have a role to
24 | Rightmove plc | Annual Report 2022
Strategic report | Risk management continued
The Audit Committee receives and analyses regular
reports from management and internal audit on
matters relating to risk and control and reviews the
timeliness and eectiveness of corrective action taken
by management. It also considers any ndings and
recommendations of the external auditors in relation
to the design and implementation of eective nancial
controls. Further details of these activities is included
within the Audit Committee report on pages 71-78.
MANAGEMENT
BOARD
AUDIT COMMITTEE
and external auditors.
RISK COMMITTEE
Assisting in oversight of the Group Risk Management
regularly by senior management.
1ST LINE-BUSINESS FUNCTIONS:
OWNERSHIP
Business functions have overall
management of risks
, and ensuring
adequate controls are maintained and
also responsible for implementing
corrective actions to address any
2ND LINE-COMPLIANCE:
CHALLENGE AND SUPPORT
The Compliance function provides
oversight and constructive challenge
of the Group. It also has a key role in
pr
omoting the implementation of a
strategic approach to risk management.
3RD LINE-INTERNAL AUDIT:
INDEPENDENT REVIEW
provides independent and objective
controls, and risk management.
Internal Audit’s independence from
the responsibilities of management is
critical t
o its objectivity, authority,
and credibility.
Three lines of defence model
Rightmove plc | Annual Report 2022 | 25
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Risk management framework and identication of risks
control of the material risks that threaten the achievement of
the Group’s strategic and business objectives. The key principle
identifying and mitigating risks as they emerge.
of each risk, related response, and progress made against
Statement timeframe.
Risk appetite
that the Group is prepared to accept in pursuit of its strategic
objectives and business plan’.
The Group recognises that its appetite for risk varies
according to the activity undertaken, that its acceptance of
are fully understood before developments are authorised,
and that proportionate measures to mitigate risk are
in the Group’s risk appetite:
Strategic: some level of inevitable inherent risks in the delivery
the Group, although it aims to minimise this risk.
Operational:
operational risks, and appropriate measures are taken to
establishment of an appropriately rigorous operational
Legal & Compliance:
legal and regulatory risks in pursuit of its strategic objectives, it
in place to mitigate such risk. The Group has zero tolerance for
criminal events such as fraud, bribery and corruption.
26 | Rightmove plc | Annual Report 2022
Key risk description Impact Changes in the year Monitoring and mitigation
Change
from
prior year
1
Macroeconomic
environment
The Group derives almost
all its revenues from the
UK and is therefore
dependent on the
macroeconomic
conditions surrounding the
UK housing market and
transaction levels.
transactions than is normal
may lead to a reduction or
consolidation in the
number of Agency
branches or a reduction in
determinant of the Group’s
revenues.
A more uncertain macro
and political environment
may also lead to a
lengthening of the typical
property transaction cycle,
issues for smaller agents
A contraction in the
volume of transactions in
the UK housing market
could lead to a reduction
in advertisers’ marketing
reduce the demand for
the Group’s property
advertising products.
versus 2021, ending the year
at 1.2m, but still 8% higher
than pre pandemic levels
(2019: 1.1m)
(1)
.
Overall membership numbers
Agency branches and a 8%
developments year on year.
ARPA
(2)
from 2021 to £1,314,
product sales at higher prices.
• Monitoring of the housing
market, including leading
indicators and
membership trends.
• Continuing to provide the
customers’ brands and
properties.
• Remaining the largest
adding products and
packages and helping
to drive operational
embedding the value
of our membership.
base that can respond to
changing conditions.
2
Competitive environment
The Group operates in a
competitive marketplace,
increased competition
from existing competitors,
the Group’s primary
revenue markets.
Increased competition may
impact Rightmove’s ability
the potential loss of
audience, advertisers or
demand for additional
advertising products.
Rightmove continued to retain
the largest and most engaged
audience of any UK property
portal and its market share of
a selection of the top property
(3)
(2021: 88%). (The slight
a change in the Comscore
methodology).
• Communication of
Rightmove’s value to
advertisers.
• Continued investment in
our account management
teams to help customers
run their businesses more
• Sustained marketing
investment in the
Rightmove brand.
• Sustained investment
and innovation in serving
all of our audiences
Strategic report | Principal risks and uncertainties
Rightmove plc | Annual Report 2022 | 27
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Key risk description Impact Changes in the year Monitoring and mitigation
Change
from
prior year
3
New or disruptive
technologies and changing
consumer behaviours
Rightmove operates in a
marketplace. Failure to
technologies or failure to
adapt to changing
customer business models
and evolving consumer
behaviour may impact the
best products and services
to its advertisers and the
best consumer experience.
Failing to innovate may
impact Rightmove’s ability
the potential loss of
audience engagement,
advertisers and demand
for additional advertising
products.
We commenced a Cloud
migration programme – to
better leverage the latest
technological innovations and
improve our development
turnaround times – and
started to migrate key areas of
the platform over to Cloud.
our teams, to create time
more quickly and frequently.
• Developing our product
proposition to continually
meet our customers’
needs and evolving
business models.
culture of innovation.
• Ongoing monitoring of
consumer behaviour and
communities to stay
abreast of market
innovations.
4
Cyber security and IT
systems
The Group has a high
dependency on
technology and internal IT
systems. In today’s digital
inability to operate our
platforms. A security
breach, such as corruption
or loss of key data, may
functioning of the Group’s
Group’s databases and IT
systems, could result in
reputational damage to the
Group from loss of
consumer and customer
Continued investment in
enhancing security and related
controls, across both our
and administrative IT estate,
customers, consumers and our
– to render our backups
proof”. We also implemented
advanced tooling to counteract
detection and response service
capabilities and controls. This
team’ engagements, a
environment by external cyber
security specialists and an audit
cloud security processes.
• Disaster Recovery and
Business Continuity Plans
subject to regular testing
• Best in class security
controls (and investment
in) for both our cloud
hosting environment and
• Regular testing of the
security of the IT systems
and platforms – including
penetration testing.
• The Board has
comprehensive visibility of
our cyber risk and risk
mitigations practices, as
• Ongoing monitoring of,
and detection of, external
threats and monitoring
threat capability.
• Regular internal
information security
training, phishing and
• Incident response
capabilities that leverage
automation and
orchestration tooling
external managed services
28 | Rightmove plc | Annual Report 2022
Key risk description Impact Changes in the year Monitoring and mitigation
Change
from
prior year
5
Securing and retaining
the right talent
Our continued success is
dependent on our ability
to attract, recruit, retain
and motivate our highly
The inability to recruit and
retain talented people
could impact our ability
performance and deliver
retire, there is a risk that
advantage is lost.
Annual salary rise brought
2023) in order to address the
cost of living payment.
provide the option of up to three
Continued investment in
employee development and
and learning opportunities.
Employee sentiment remains
• Ongoing succession
planning and development
of future leaders.
• Learning and
development for all
employees, including
mandatory training.
• The ability for all
employees to participate
in the success of the
Group through the SIP
and SAYE schemes.
communication
and engagement.
Small increase in risk
Risk unchanged
the total number of advertisers during the month, measured as a monthly
average over the year.
(3) Source: Comscore MMX® Desktop only + Comscore Mobile Metrix® Mobile Web
Strategic report | Principal risks and uncertainties continued
Rightmove plc | Annual Report 2022 | 29
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Based on the going concern assessment in note 1 of the
Financial Statements, the Directors have a reasonable
expectation that the Group has sucient resources to
continue in operational existence for the period to 30 June
2024. For this reason, they continue to adopt the going
concern basis in preparing the Financial Statements.
In accordance with the requirements of the 2018 UK
Corporate Governance Code, the Directors have assessed the
long-term viability of the Group, considering the Group’s
current position and the potential impact of the principal risks
and uncertainties set out on pages 26 to 28. Based on a robust
assessment of the principal risks facing the Group, including
those that would threaten its business model, future
performance, solvency or liquidity, the Directors have a
reasonable expectation that the Group will be able to continue
in operation and meet its liabilities as they fall due over the
three-year period to 31 December 2025.
The Directors have determined that a three-year period to 31
December 2025 constitutes an appropriate period over which
to provide its viability statement, as the Group operates within
an online digital marketplace, and projections looking out
further than three years become signicantly less meaningful
in the context of the fast-moving nature of the market. Three
years is also the period considered under the Group’s current
Strategic Business Plan.
The Strategic Business Plan is developed on a business unit by
business unit basis, using a bottom-up model and is reviewed
by the Board. The plan makes certain assumptions about
Agency and New Homes customer numbers, ARPA growth
and other revenue streams and considers the Group’s cost
base, protability, cash ows and dividend cover over the
three–year period.
The Strategic Business Plan has been subject to robust
downside stress-testing, which involved exing several of the
main assumptions underlying the plan, to assess the impact of
severe but plausible scenarios. Analysis was performed to
evaluate the potential nancial impact over the period of the
Group’s principal risks actually materialising. The scenarios
considered to be the most plausible and signicant in
performing the assessment are outlined in the table below:
Under the severe but plausible scenarios above, revenue
reductions were modelled, with key drivers being customer
numbers and ARPA. Cost assumptions were also considered
in each of the severe but plausible scenarios, including an
increase in marketing costs, employee recruitment and
retention costs, and an increase in spend on innovation and
protection of the platform.
The scenarios were stress tested individually and in
combination, with severe but plausible assumptions applied.
In all scenarios the Group remains cash positive over the
three-year period and has sucient resources to continue
Strategic report | Going concern and viability statement
Scenario Linked Principal Risk
Economic Downturn
Given that the Group derives most of its revenues from the UK, an economic downturn could
impact consumer condence and result in a reduction in the number of housing transactions in
the market. This could lead to a reduction in the number of customers, or impact Average Spend
Per Advertiser (ARPA).
1 – Macroeconomic Environment
Increased competition and/or new or disruptive technologies
Increased competition may impact the Group’s ability to grow revenues and could be the result of
the entry of a new player and/or new technologies used by competitors. This might disrupt
Rightmove’s total market share and change customer behaviour, leading to a reduction in
customer numbers and/or impact their average spend.
2 – Competitive Environment
3 – New or disruptive technologies
Cyber-Attack
A cyber-attack could result in Rightmove’s platform being unavailable, which would result in lost
revenues and associated additional costs to remediate.
4 – Cyber security and IT systems
in operational existence, without triggering the need to enter
into any debt.
Other facts that provide the Directors with comfort around the
Group’s long-term viability in the face of adverse economic or
competitive conditions include: that the Group is not overly
reliant on a concentrated customer base, with no single
customer constituting more than 2.5% of Group revenue; that
the Group has high operating prot margins, signicant free
cash ow generation and no external debt; and the Group has
the ability to adjust the discretionary dividend and share
buyback programme to enhance liquidity.
30 | Rightmove plc | Annual Report 2022
and referred to in the UK Corporate Governance Code 2018.
Rightmove’s purpose is to make home moving easier in the UK by
bringing together the UK’s largest audience of home hunters and
the largest selection of available properties. Our ambition is to be
the place that consumers and customers turn to and return to
as their property portal of choice, and to deliver that objective,
led by the Board and Senior Leadership Team. Doing the right
thing for our stakeholders and balancing their interests drives
market and our shareholders. The Board leads the business in
maintaining high standards of business conduct and regularly
approves Group policies to ensure adherence to best practice.
The Board has continued its focus on a sustainable business
strategy, including the Group’s environmental and social
Further information can be found throughout the Strategic
of the business.
Rightmove’s k
ey stakeholder groups are our shareholders,
customers, consumers, employees, suppliers, regulators and
some of the Board decisions in 2022.
Shareholders
Rightmove’s
Strategy Engagement
successful execution of our business strategy, producing strong
shareholder returns.
Our policy is to return all surplus cash to our shareholders through
dividends and share buybacks.
calls and meetings and our investor relations team. Our corporate
In 2022, our Executive Directors continued their ’open door’ approach
for current and potential shareholders, holding many online and in
person meetings, covering a range of topics.
Our Investor Relations team provides information to investors
How feedback reached the Board
• Investor consultations (eg 2023 Remuneration Policy)
How shareholders were considered in board decision making
(a) The Company’s policy is to return all excess free cash to shareholders through share buybacks and a progressive dividend policy. In 2022, £130m
Board and Senior Leadership Team.
(d) The Remuneration Committee consulted on and approved the 2023 Remuneration Policy (see the Directors’ Remuneration Report).
Strategic report | Section 172 Statement – Working with our stakeholders
Rightmove plc | Annual Report 2022 | 31
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Customers
platforms and property professionals using our valuation and property data tools. The fees paid by our customers for our products generate
from the Rightmove Platform.
Strategy Engagement
products, tools, market intelligence and training to achieve their
business objectives.
We actively seek to understand and respond to our customers’ business
experience teams. Webinars, training, and resources are available to
Leadership Team to enable them to monitor, track and, if necessary,
respond to activity.
How feedback reached the Board
• Updates on customer sentiment and retention from the Chief Executive at every scheduled Board meeting.
• Sales reports, business, and strategy updates from the Senior Leadership Team
• Key Performance Indicators
How customers were considered in Board decision making
part of key decisions.
strategies, including:
• investment in next generation marketing solutions, such as Native Search Adverts and enhanced video content on site, to support customers in
• launch of accredited Agent Training for customers.
32 | Rightmove plc | Annual Report 2022
Strategic report | Section 172 Statement – Working with our stakeholders continued
Consumers
Strategy Engagement
Our strategy is to provide the largest and highest quality online
marketplace for property buyers, home sellers and landlords together
home moving easier.
responded to consumer enquiries, acting on feedback and concerns
about property advertisements, data quality and protection.
Our Product Development team responded to consumer suggestions
led to enhancements to our search functionality, MyRightmove
accounts and property details pages.
How feedback reached the Board
• Sales reports, business, and strategy updates
How consumers were considered in Board decision making
• product development to continually improve property searches and information available on our platforms.
Rightmove plc | Annual Report 2022 | 33
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Employees
Strategy Engagement
together. Rightmove aims to be a supportive and inclusive employer
their feedback and discussed the issues raised at Board meetings.
The Board also received regular updates on employee sentiment,
including survey results.
sessions, continued throughout the year.
How feedback reached the Board
• The results of employee engagement surveys
• Employee consultation sessions and direct engagement during site visits
How employees were considered in Board decision making
and training:
unconscious bias to support inclusivity in our culture.
The Board also approved:
34 | Rightmove plc | Annual Report 2022
Strategic report | Section 172 Statement – Working with our stakeholders continued
Suppliers
and enhancing outcomes.
Strategy Engagement
close alignment of interests.
Our Supplier Code of Conduct is available to suppliers on our
How feedback reached the Board
• Sales, business and strategy updates
• Financial reports
How suppliers were considered in Board decision making
Coronavirus pandemic.
Regulators and industry bodies
Propertymark to support our customers in meeting all relevant regulations and codes of best practice. As a publicly quoted Company,
the UK Corporate Governance Code 2018), principles and best practice to its business.
Strategy Engagement
regulatory responsibilities.
and indirect consultation, sometimes via recognised industry
representatives, and through feedback, regulatory reporting and
volunteering business information to support research and
consultation activities.
How feedback reached the Board
• Meetings and communications
• Industry body and regulator events
Board Decisions
and focused on regulatory compliance, cyber security, fraud prevention and data protection.
• The Board received detailed presentations on the Group’s current and planned regulated activities in Tenant Services and Mortgages.
the Strategic Report).
Rightmove plc | Annual Report 2022 | 35
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Our aim is to become a Net Zero business by 2040 with Net Zero in our direct operations by 2030.
Rightmove’s business model and our environmental commitments are aligned to the UK’s environmental ambitions to become
Our commitments
Rightmove is committed to being a responsible, sustainable business, operated for the benet of all of our stakeholders.
1 to continue to make our business better and more sustainable by
securing our platforms, minimising our environmental impact,
business, through the reach of our platforms and contribution
A sustainable future Social progress
Protecting the environment
strategic alignment to the UK Green Taxonomy.
Headline:
Near-term and Net Zero Science-Based Targets have been
validated by the Science Based Targets initiative (SBTi)
Supporting
communities
Headline:
Charitable donations of £231,000 and partnership with
Centrepoint to support their Independent Living Project
Making a dierence beyond our direct operations
in 2022
Our employees
Our objectives for diversity, inclusion, equality of opportunity and
employee engagement.
Headline:
87% Great place to work
Strong corporate governance
Headline:
Supplier Code of Conduct published; new Supplier Due
Diligence process implemented, and a new Enterprise Risk
Management framework designed and established
Strategic report | Sustainability Report
36 | Rightmove plc | Annual Report 2022
Strategic report | Sustainability Report continued
Environmental, Social and Governance targets is set out under the relevant section of this report.
UN Sustainable Development Goals
The UN Sustainable Development Goals (SDGs) aim to end
poverty, protect the planet and ensure prosperity for all. We
to these areas in the UK, the home of our business.
Sustainable
Development Goal Playing our part
4 Quality Education
We believe in opportunity and
education for all and operate a fair
are celebrated.
5 Gender Equality
8 Decent work and
Economic Growth
11 Sustainable Cities
and Communities
drive the UK’s net zero agenda by
continuing to digitise home moving
and by helping consumers to
understand the options to make
12 Responsible
Consumption and
Production
13 Climate Action
Reporting framework
To report clearly and comprehensively on the Group’s ESG
(TCFD) and the principles of the Sustainability Accounting Standards
We continue to be guided by the UN Sustainable Development Goals,
FTSE4Good Index
Created by the global index provider FTSE
Russell, the FTSE4Good Index Series is
designed to measure the performance of
companies demonstrating strong ESG
practices. The FTSE4Good indices are used
create and assess responsible investments.
been independently assessed under the
FTSE4Good criteria, Rightmove is a
member of the FTSE4Good Index Series.
Rightmove plc | Annual Report 2022 | 37
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Protecting the environment
TCFD compliance statement and disclosure index
Sustainability Governance
Climate Strategy – risks and opportunities
Environmental targets and metrics
Carbon Neutrality Page 46
Greenhouse Gas Emissions Page 46
Page 47
Our employees
Diversity and inclusion Page 49
Gender diversity and pay
Development and training
Making a dierence to our communities
Charitable giving and community support
Governance and Compliance
Tax transparency
Platform security
Compliance
Corporate Responsibility Committee Report
Sustainability Accounting Standards Board (SASB)
Disclosure index
Protecting the environment
Overview
emissions in our direct operations by 2030, and in our value
chain by 2040.
assessment of risks and opportunities and their potential
climate impact. Positive environmental actions are integral to
analysed the Group’s carbon emissions and established
on performance against our environmental targets and the
governance of Rightmove’s environmental strategy, risks and
Taskforce on Climate-Related Financial Disclosures
(TCFD) compliance statement
Recommended Disclosures.
TCFD disclosure index
disclosures can be found in this report:
Contents
38 | Rightmove plc | Annual Report 2022
Strategic report | Sustainability Report continued
Sustainability Governance
Board oversight and executive responsibility
The Board has overall oversight and responsibility for
the Board, Audit Committee and Risk Committee
responsibilities, in the Risk Management report on page 23. The
integrated into the risk register. The Board and Audit Committee
During the prior year, the Board established a separate
Corporate Responsibility Committee to increase its focus on
the Group’s environmental and social strategy, risks and
opportunities. This Committee is chaired by the Chair of the
during 2022. The Corporate Responsibility Committee is
The Committee terms of reference are available at
for implementing Rightmove’s ESG strategy and chairs the
Risk Committee. The CFO’s executive responsibilities and
advocacy for the Group’s environmental goals is brought to
each Committee and to the Board, creating a continuous
TCFD recommended disclosure Reporting and compliance
Governance
and opportunities
2 Describe management’s role in assessing and managing
The Board’s oversight of climate risks and opportunities is
described in the Corporate Responsibility Committee report
Strategy
long term
opportunities on the organisation’s businesses, strategy
The impact of these risks and opportunities has been modelled
The resilience of our business to a variety of climate scenarios is
set out in the Risk Register and in the Climate Risk Management
section of this report.
Risk Management
6 Describe the organisation’s processes for identifying and
7 Describe the organisation’s processes for managing
organisation’s overall risk management
management is described in the Climate Risk Management
operational risks.
Metrics and Targets
9 Disclose the metrics used by the organisation to assess
strategy and risk management process
10 Disclose Scope 1, Scope 2, and, if appropriate, Scope 3
11 Describe the targets used by the organisation to manage
against targets
Rightmove’s environmental targets and metrics are set out in
model and net zero in our direct operations (Scope 1, 2 and
Scope 3 Data Centres) by 2030 and in our supply chain by 2040.
Protecting the environment
Rightmove plc | Annual Report 2022 | 39
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
related targets are agreed at this forum and built into the
Business Plan. A dashboard of ESG objectives, including
progress against agreed targets.
2022 and three meetings have been held during the year
carbon footprint.
Climate strategy
Rightmove’s purpose is to make home moving in the UK easier
emissions. Our ability to reach the UK ’s largest property market
audience and professionals gives Rightmove a rare opportunity
to contribute to the reduction of the property market’s carbon
and emissions.
Climate-related risks
As Rightmove is a digital business, our carbon footprint and
transitional risks and opportunities for the Group presented
by rising temperatures and climate change, and has considered
the scale of this risk for the Group. Climate change is not a
principal risk for Rightmove for the year ended 31 December
risk due to its increasing importance to all stakeholders.
The Risk Committee also performed an assessment of the
impact of potential physical and transition risks. The conclusion
during the year and reported to the Audit Committee and the
reported to the Corporate Responsibility Committee.
The Audit Committee considered the impact assessments
related risks on the Group’s operations is immaterial.
Climate-related risk analysis
comprehensive schedule of potential transitional, physical and
platforms, customers, consumers and employees – and have
The Risk Committee revisited the scenario analysis of
potential threats and opportunities relating to the Group’s
strategic objectives.
term time horizons, aligned to Government policy action and
resources (technology platforms and employees). In each case,
to the business plan and Rightmove’s experience of past events.
Protecting the environment
Governance Structure
Corporate
Responsibility
Committee
Board
Oversight
Chief Financial
Ocer
Audit
Committee
Risk
Committee
Senior
Leadership Team
Employee
Environmental
Group
40 | Rightmove plc | Annual Report 2022
Strategic report | Sustainability Report continued
assessment highlighted the increased risk of failure to
consumer behaviour and customer economics.
The Risk Committee considered detailed analysis of the
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
dioxide equivalent)
900 1,100 30
end of the scenario
1.8°C 1.8°C 3.3°C
Mean sea level rise in the UK (m) 0.16 0.16 0.39
Physical risk in the UK
Impact on annual output
Sudden contraction (Recession)
and higher uncertainty
Source: Bank of England report
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
EPC ratings required on
property portals
Property details require
additional environmental
information
Physical Risks
Data centre disruption
Opportunities
Increased direct third
party advertising for
Climate-related risk analysis and nancial impact
Magnitude of Financial Impact Description
Protecting the environment
Rightmove plc | Annual Report 2022 | 41
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Primary climate-related risks
Transitional risks
• Early, mandatory EPC regulation may result in our customers
requiring additional resources to complete due diligence on
EPC ratings, reducing their capacity to increase marketing
expenditure on Rightmove.
• Consumers require property details to include additional
– gas heating ban restricts the stock of properties that agents
can advertise for sale or to rent, reducing their capacity to
increase marketing expenditure on Rightmove, and
expenditure on Rightmove.
Physical risks
(no policy action) on our Data Centres or cloud providers
may result in:
– loss of consumer engagement and related revenue from
– potential loss of revenue from a reduction in customer
costs arising from customer contract disputes.
Opportunity
providers on Rightmove platforms.
scenario testing:
Type of Risk Specic Risk
Transition Risks
2 Property detail reporting becomes more onerous for agents
4 Increased environmental administration for agents
9 Regulatory restrictions on energy use
10 Change in Rightmove's environmental supplier strategy
Physical Risks
19 Extreme cold increases utility costs
Opportunities
27 Insurance Premiums reduced for greener businesses
28 Investor Relations improved by positive environmental reporting
Protecting the environment
42 | Rightmove plc | Annual Report 2022
Strategic report | Sustainability Report continued
Aggregated risks
not necessarily additive as there can be overlap in the resulting
impact on Rightmove:
Changing consumer behaviour
Changes in consumer behaviour may result in an increased
• EPC ratings required on property portals (1)
• Property details reporting becomes more onerous for
agents (2)
Rightmove platforms (7)
organisations (23)
scenario.
New Homes regulation
• EPC ratings required on property portals (1)
• Property detail reporting becomes more onerous for
agents (2)
• Increased Environmental administration for agents (4)
opportunity in the late policy action scenario.
Climate-related opportunities
The opportunities for an innovative, digital business
and include:
• Enhancing property details and search criteria on our
platforms to enable home hunters to identify all relevant
transactional functionality to our platforms, for example,
tenant referencing, insurance and utility services.
• Providing proprietary data analysis and enhanced property
valuation services and insights into the value of sustainable
reduce reliance on physical resources, for example,
enhancements to the Best Price Guide, appointment
A home’s green credentials are becoming increasingly
makes predictive data vitally important to help businesses plan
by BEIS. The fund is designed to accelerate and support the
delivery of green initiatives and solutions to support the UK’s
across the UK’s housing stock. Our bid, as part of a consortium,
industry and continue to support the drive to net zero and a
greener more sustainable property market across the UK.
We have placed the net zero agenda at the forefront of our
partners to develop our climate change solution and support
our customers further in this area.
and opportunities in 2023.
Protecting the environment
Rightmove plc | Annual Report 2022 | 43
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Environmental targets, metrics and progress
2021/22
Targets
Action
Achieved
Carbon neutral
Achieved
Scope 1
by 2028
to employees.
We are on track to achieve our next target of a
Ahead of plan to achieve target
Scope 2
carbon
emissions by
10% in 3 years
electricity. On a market basis, taking into
2
e, compared to
63.23 tCO
2
e in 2020, a reduction of 94%.
Ahead of plan to achieve target
Scope 3
Reduce the
carbon
footprint of the
data centres by
10% in 3 years
our rack space and consume less energy. In
further transfer energy use to an entirely green
supplier. On a market basis, taking into account
2
tCO
2
to the cloud in the coming years.
Ahead of plan to achieve target
Reduce
unnecessary
travel
Business travel and commuting data have
been assessed for 2022 and added to
Scope 3 emissions.
On track
Protecting the environment
2020
2022 Target by 2025
54% 75%
63.2 tCO
2
2020
2022
Target by 2023
56.9 tCO
2
3.59
tCO
2
58.9 tCO
2
2020
2022
Target by 2023
53.0 tCO
2
34.3 tCO
2
19%
44 | Rightmove plc | Annual Report 2022
Strategic report | Sustainability Report continued
2020/21
Targets
Action Achieved
consumption by
10% in the next
3 years
Water consumption in 2022 for our Milton
metres (2021: 1,016 cubic metres). A reduction
of 8% has been achieved from the 2020
base year.
More to do
recycling to
Our current recycling rate is 48% for our Milton
and recycling partners to increase our recycling.
More to do
SBTi Near-Term and Net-Zero Targets
Timeframe
Net-Zero
emissions by 90% by 2040, from a 2020 base
emissions 90% by 2040 from a 2020 base year.
Near-term
by 47.6% by 2030, compared to our 2020 base
(Scope1 and 2) ahead of this, by 2030.
as our teams have returned to visiting customers and
prospective customers more frequently.
Our 2022 Emissions
emissions. As a digital business, Rightmove’s Scope 3 including
outsourced and purchased services, and Data Centre
electricity, creates a high proportion (90%) of our overall
emissions. The proportions of our Scope 1, 2 and 3 emissions
Breakdown by Category(%)
Fuel and Energy-
related
Capital goods
Business travel*
Employee
commuting and
homeworking
Scope 1
Scope 2
Waste
Purchased
goods and
services
Breakdown by Scope (%)
Scope 1
Scope 2
Scope 3
30
5
65
30
5
65
Supply Chain emissions (%)
Capital Goods
Data Centres
Purchased Goods
and Services
30
5
65
30
5
65
Actual SBTI Target
SBTI Net zero by 2040
0
200
400
600
800
1000
1200
20
22 24 26 28 30 32 34 36 4038
9.4
>1
90.3
25.5
13.0
61.5
34
36
10
3
5
12
00
Protecting the environment
1,523m3
2020
2022
Target by 2023
1,370m3
1,397m3
2020
2022
Target by 2022
44% 50%48%
Breakdown by Category(%)
Fuel and Energy-
related
Capital goods
Business travel*
Employee
commuting and
homeworking
Scope 1
Scope 2
Waste
Purchased
goods and
services
Breakdown by Scope (%)
Scope 1
Scope 2
Scope 3
30
5
65
30
5
65
Supply Chain emissions (%)
Capital Goods
Data Centres
Purchased Goods
and Services
30
5
65
30
5
65
Actual SBTI Target
SBTI Net zero by 2040
0
200
400
600
800
1000
1200
20
22 24 26 28 30 32 34 36 4038
9.4
>1
90.3
25.5
13.0
61.5
34
36
10
3
5
12
00
Rightmove plc | Annual Report 2022 | 45
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Protecting the environment
Breakdown by Category(%)
Fuel and Energy-
related
Capital goods
Business travel*
Employee
commuting and
homeworking
Scope 1
Scope 2
Waste
Purchased
goods and
services
Breakdown by Scope (%)
Scope 1
Scope 2
Scope 3
30
5
65
30
5
65
Supply Chain emissions (%)
Capital Goods
Data Centres
Purchased Goods
and Services
30
5
65
30
5
65
Actual SBTI Target
SBTI Net zero by 2040
0
200
400
600
800
1000
1200
20
22 24 26 28 30 32 34 36 4038
9.4
>1
90.3
25.5
13.0
61.5
34
36
10
3
5
12
00
The Group’s Scope 3 supply chain has been analysed by
expenditure and converted to emissions data. In 2022 our
supply chain emissions comprised:
Breakdown by Category(%)
Fuel and Energy-
related
Capital goods
Business travel*
Employee
commuting and
homeworking
Scope 1
Scope 2
Waste
Purchased
goods and
services
Breakdown by Scope (%)
Scope 1
Scope 2
Scope 3
30
5
65
30
5
65
Supply Chain emissions (%)
Capital Goods
Data Centres
Purchased Goods
and Services
30
5
65
30
5
65
Actual SBTI Target
SBTI Net zero by 2040
0
200
400
600
800
1000
1200
20
22 24 26 28 30 32 34 36 4038
9.4
>1
90.3
25.5
13.0
61.5
34
36
10
3
5
12
00
Scope 3 Supply Chain emissions
Within Purchased Goods and Services, the Group’s largest
supply chain contributor to carbon emissions remained
on supplier engagement to develop our understanding of
supplier emissions.
Long-term targets to achieve Net Zero
annual analysis of the Group’s Scope 1, 2 and 3 emissions, and
Emissions Action
Scope 1 Company Car travel
• 100% by 2028
equivalent emissions by 2030
Scope 2 Oce electricity – transfer to renewables
electricity.
evaluated.
Scope 3 Outsourced Data Centres
Continue rack reduction in all data centres
Transition to hybrid cloud data solution over
Commuting and homeworking
environmental impact.
Supply Chain
in marketing, market research and information
services and launched a carbon emissions
expenditure on marketing channels associated
information services suppliers to improve
46 | Rightmove plc | Annual Report 2022
Strategic report | Sustainability Report continued
Carbon-neutral business
Our sustainability and carbon management consultant,
1,049 tCO
2
e greenhouse gasses, including Scope 3
2
e
greenhouse gasses).
Energy and Greenhouse Gas Report
Carbon Footprint Ltd has independently assessed Rightmove’s
Streamlined Energy and Carbon Reporting Guidance’.
conversion factors published by the Department for
for Business, Energy & Industrial Strategy (BEIS). The
Scope 2 and Scope 3 Data Centre emissions from electricity
Environmental targets and metrics
Greenhouse Gas Emissions
Scope Activity
Tonnes CO2e (market based)
2021
(1)
2022
Scope 1
(2)
Company car travel 171.33 98.32
Site Gas – 0.61
Scope 2
(3)
Electricity generation 27.83 2.98
Scope 3 Grey Fleet 21.30
Total CO
2
e (Scope 1 and 2 including Grey Fleet) 220.46 161.55
Tonnes of CO2e per employee
(4)
0.39
Tonnes of CO2e per £million turnover
0.72 0.49
Total kWh
(6)
1,328,717
Additional
Scope 3
(7)
Purchased Goods and Services 379.12
Capital Goods 42.30 126.39
Fuel and Energy related activities 62.18 27.81
Waste 1.48
Business Travel
(8)
13.48
177.09 300.70
Scope 3 Total COe 886.84
Total CO
2
e (Scope 1, 2 and 3) 789.26 1,048.39
2
e and 789.26 tCO
2
e
(2) Scope 1 (car fuel) emissions for 2021 included both employee business and private mileage. For 2022, emissions relating to employee business mileage only are included.
2
e for 2022 (2021: 70.64 tCO
2
e).
(7) Scope 3 emissions include Data Centre electricity on a market basis.
Protecting the environment
Rightmove plc | Annual Report 2022 | 47
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Energy eciency
We continue to encourage all of our employees to maintain
virtual meetings to reduce energy usage and have included
entitled to a company car.
improvement measures and report on our progress in
future Annual Reports.
Renewable energy
energy and our cloud data services provider is entirely
Protecting the environment
Our employees
Social progress
Our Social Goals
We are committed to driving diversity, inclusion and equality and ensuring that Rightmove’s platforms are safe and accessible.
2022 Targets Action Achieved
Progress towards an
employee ethnic mix in
proportion to UK ethnicity
proportion of people in each pay quartile is also close to the national ethnicity mix.
On track
Reduce the gender pay gap
year-on-year until parity is
reached
pay gap decreasing over the same timeframe.
We remain resolute in our commitment to address our pay gaps and our commitment
to parity remains unchanged.
More
to do
Continued support and
training on wellbeing
Achieved
Employee engagement: 90%
or more of employees agree
that Rightmove is a great
place to work
This target is directly linked to our Executive Directors’ and management’s
remuneration.
More
to do
Be a Living Wage Employer
receive at least the Living Wage.
Achieved
48 | Rightmove plc | Annual Report 2022
Strategic report | Sustainability Report continued
2022 Targets Action
Achieved
Support and encourage
STEM initiatives
employing people from diverse backgrounds.
Achieved
Support communities and
individuals through increased
charitable giving and
matched funding
Achieved
Culture and values
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
Our employees
Rightmove plc | Annual Report 2022 | 49
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
include those that attract a higher number of candidates
our S172 Stakeholder Statement. In 2022, all our employees
Ethnicity mix and remuneration
about their ethnicity, choosing from 23 ethnic categories
Our aim is to have an employee base representative of the
used in the Government’s Race Disparity Audit, 2017.
foreign nationals.
Living Wage
All Rightmove employees have historically
been paid in excess of the Real Living Wage
Diversity, inclusion and equal opportunities
100 Boards should have at least one director from an ethnically
Rightmove has three out of eight (38%) Directors from
ethnically diverse backgrounds as at 31 December 2022.
individual names, places of study and gender references are
talk about diversity and inclusivity at Rightmove during
White Mixed/multiple
ethnic groups
Asian/Asian
British
Black/African/
Caribbean/
Black British
Other ethnic
group
UK Population
(1)
86.0% 2.2% 3.3% 1.0%
Rightmove 80.3% 4.7% 8.0% 4.9% 2.1%
To p 81.7% 4.8% 10.6% 1.0% 1.9%
Upper middle 78.8% 4.8% 10.6% 4.8% 1.0%
79.3% 2.7% 9.0%
4.6% 0.9%
(1) Taken from the 2011 Census date, the most reliable dataset available
50 | Rightmove plc | Annual Report 2022
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Our employees
Employees with disabilities
Rightmove is committed to its policy of giving full and fair
Gender diversity
(2021: 40%) of the Rightmove leadership team
(1)
. The Board is
keen to strengthen and maintain female representation in
senior roles and Rightmove is a contributor to the FTSE
Our commitment to gender equality emanates from our
representation, resulted in Rightmove being placed eleventh
in the 2022 FTSE Women Leaders table.
Directors
Male (50%)
Female (50%)
4 4
Male (55%)
Female (45%)
FTSEWomen Leaders Review
23
19
Male (55%)
Female (45%)
Senior Management
18
22
Male (48%)
Female (49%)
Unknown / Prefer not to say (3%)
All Rightmove Employees
331
20
336
(1) The FTSE Women Leaders cohort comprises members of the Executive
Committee and their direct reports.
(2) The Senior Leadership Team comprises the FTSE Women Leaders cohort,
excluding the Executive Directors.
Gender pay
Rightmove has published its gender pay gap report, based on
As in previous years, the gender pay gap is driven by the gender
market became very tight, leading to a rapid rise in salaries,
competitive market also impacted existing employees’ salaries.
We have continued to take actions to close our pay gap as part of
• Across our technology teams, female representation is at 32%,
up 4% on April 2020.
• Notable female hires in the Upper and Top pay quartiles include:
Telephone Account Management (TAM sales).
We remain focused on developing our recruitment strategy
represent the diversity of our employee brand.
Dierence between male and female pay
2022 2021
Mean Median
Mean Median
(1)
26.2% 32.0%
23.8%
(2)
66.6% 35.80%
43.9% 0.0%
(1) Calculated using Rightmove Group Limited pay data from April 2022.
part to the timing of the Deferred Share Bonus (DSB) exercises
Rightmove plc | Annual Report 2022 | 51
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Development and training
We are committed to ensuring that learning and development
is accessible to all our employees and have invested in extensive
training and leadership programmes, designed to equip
Rightmove employees are introduced to the business by
culture and values.
attendance at conferences, coaching and mentoring, online
double those of mandatory training.
17 hours of training. In total, 3,833 hours of mandatory training
security and FCA compliance, and 7,660 hours of
developmental training, including performance management,
customer experience and sales training. Online employee
trainers’ employment costs.
and compliance and technical teams.
the opportunity to build a career throughout the business and
believe that our open, collaborative culture is key to that
objective. We are committed to a number of actions to
• Increasing the number of Talent Acquisition Partners to
increase direct hiring capacity and represent our brand and
Customer experience roles.
and Adoption policies. We also introduced a policy supportive
• We delivered inclusivity and unconscious bias training for
everyone to have a greater understanding of diversity and
inclusion and encourage discussion
• We remain focused on targeted activity through our direct
Recruitment and retention
essential to Rightmove’s success. The market for individuals
environment and providing a comprehensive range of
Graduate programme
Development team during 2022.
Our employees
52 | Rightmove plc | Annual Report 2022
Strategic report | Sustainability Report continued
Employee share schemes
of our shareholders.
• Sharesave: Every Group employee can join the Rightmove
purchase shares at a discount after three years. Over 68% of
Group employees currently participate in Sharesave and
over recent years.
• SIP: Every eligible Group employee received a Free Share
December 2022. Over 99% of employees participate in the
SIP and can sell their shares, subject to tax, after three years
Hybrid working policy
Wellbeing and mental health
We are committed to supporting our employees in all aspects
complementary cash plan scheme for all Rightmove
employees’ medical needs.
initiatives introduced during the pandemic.
Summary of training provided in 2022
Value
Average hours of training per employee
17
100%
Total number of training hours provided to employees
11,493
Number of mandatory training hours
3,833
Number of technical development training hours
7,660
Average training cost per employee £883
Employee survey
facilitate discussion and team action plans. We place great
is 87% (2021: 89%), 9 out of 10 employees saying Rightmove
is a Great Place to Work.
positive employee sentiment, and are pleased that they
remain strong:
• 87% feel they can be themselves at Rightmove
the Business Plan
• 84% feel motivated to deliver in their roles.
executive management’s bonus in 2023, demonstrating the
value of employee engagement to the continuing success
of Rightmove.
Employee benets
Pensions
Rightmove contributes 6%.
Our employees
Rightmove plc | Annual Report 2022 | 53
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Health & Safety
have ensured that our premises continue to provide a safe
appropriate insurance for all its employees. We also ensure the
maintenance of plant and equipment, safe handling and use of
all substances and the prevention of accidents and causes of
Wider workforce engagement
In response to the requirements of the 2018 Corporate
Governance Code (Code), the Board agreed that an alternative,
(NEDs) should be involved in a variety of engagement sessions
and London.
for all employees, hosted by the Chief Executive and members
of the Senior Leadership Team. The Board receives feedback
from the CEO at each Board meeting on the questions and
issues raised at these meetings, in addition to updates from
The key messages and insights from the Chief Executive’s
opportunities facing Rightmove’s employees and informed
recruitment policies.
Our employees
54 | Rightmove plc | Annual Report 2022
Strategic report | Sustainability Report continued
national charities that matter to our stakeholders, supporting
through local connections, charitable support and sponsorship.
We are pleased to report that charitable donations, including
matched funding and sponsorship, totalled £231,000 in 2022
Living Programme, a project that helps young people into a
supply, demand and pricing dynamics to help inform their future
platform to advertise their key fundraising messages.
happy in their homes:
Charity Purpose Rightmove’s contribution
Centrepoint
provides housing
and support for
the aim to end youth
homelessness by
2037.
Funds donated to support
the Independent Living
rented accommodation.
Employee fundraising
matched by Rightmove for
its annual Sleep out event.
The Trussell Trust
of more than 1,200
food bank centres
across the UK to
provide emergency
food and support to
people in crisis, and
campaigns to end
the need for food
banks.
Funds donated to The
Trussell Trust to help
food parcels, training,
logistics and providing
Our Product
development team
provided support to
improve the charity’s
Wearside Women in
Need supports
communities across
Wearside to live free
from domestic
abuse.
provide safe spaces and
essential supplies for
families in need.
Customer Sailing Day
Rightmove held a customer sailing day to support charities that
are close to our customers’ hearts. The event led to donations
being made to a variety of charities chosen by estate agents,
including homelessness, hospices and cancer support.
Matched funding
volunteer for causes that are important to them. We do this
through our matched funding programme and during the year
and Asthma UK, amongst others.
Photography courtesy of Centrepoint Sleep Out 2022 –
Making a dierence to our communities
Rightmove plc | Annual Report 2022 | 55
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
team can respond to incidents promptly at any time of the
day or night, minimising the risk to our consumers.
Rightmove’s employees are required to complete mandatory
training on joining (and annually thereafter) in data protection and
information security and are subject to periodic phishing tests,
policies (covering Data Protection, Breach Reporting, Information
Additional specialised policies and standards are required for
employees in technical roles, such as PCI payments.
organisation, to ensure our security environment remains strong.
data privacy, data breach prevention and reporting, policy
compliance, record keeping and data subject rights.
They are supported by a dedicated team handling data
protection enquiries from consumers and customers via
DPO@rightmove.co.uk.
We have continued to invest in cybersecurity and data security
actions to strengthen Rightmove’s cyber security position:
Trusted Marketplace
As a leading digital platform, Rightmove strives to provide a
service or innovation is tested to ensure it delivers a valuable
service for our customers, protects consumer data and
provides an engaging user experience.
Tax transparency
(2021: £113.8m). Further details on our tax strategy can be
Our platform security
We carry out due diligence on all prospective Rightmove
customers to ensure they can meet all relevant regulations
on Rightmove.
We have a comprehensive, automatic detection system in
place to identify any anomalous images or text uploaded to
and remove potentially misleading or incorrect images and
services and monitor multiple external data sources to ensure
Protecting customer and consumer data
Protecting customer and consumer data is of paramount
importance.
Governance and Compliance
As described in the Board oversight and responsibility section,
our Board has overall responsibility for the Group's
Environmental and Social policies.
policies can be found in the Corporate Governance Report and
the report on the Corporate Responsibility Committee at the
end of this Sustainability Report.
Our Governance and Compliance Goals
We are committed to operating in a responsible, compliant and
2022 Target Action Achieved
Be tax transparent
Rightmove is committed to paying the right amount of tax, at the right time.
Achieved
Zero reportable data
protection incidents
Achieved
Zero tolerance of bribery and
corruption, modern slavery
or human rights breaches
There have been no reported instances of bribery, fraud, corruption, modern slavery or
human rights breaches in our business.
Achieved
56 | Rightmove plc | Annual Report 2022
Strategic report | Sustainability Report continued
Human rights
We are committed to supporting human rights through our
principles. Our Code of Conduct and associated policies
Flexible Working, Equal Opportunities and inclusion policies.
Modern Slavery
Rightmove is committed to preventing slavery and human
highest standards of honesty and integrity in all our business
possible, employed in our supply chain. Our Modern Slavery Act
During 2022, no incidents of Modern Slavery or human rights
Whistleblowing
to apply high ethical standards in all our business dealings. We
available to all Group employees, supplemented by an internal
reporting facility for employees if they suspect anything
inappropriate or experience any serious misconduct or
retained cybersecurity partner to detect and isolate a
provide greater protection for critical assets in the event of
• achieved the NCSC’s Cyber Essentials Plus accreditation for
our corporate IT environment
• undertaken a number of penetration tests and external
security controls
the outset
to understand our biggest risks. Rightmove’s incident
response team meets frequently to run through potential
loss, testing our response and identifying any areas requiring
investment or improvement.
Recognising the importance of maintaining a secure supply
activities in 2022 to include more formal due diligence of
Further details on our approach to the risk management of
our Cyber Security and IT systems can be found in the Principal
Risks and Uncertainties section of this Report.
Anti-bribery and corruption
Governance and Compliance
Rightmove plc | Annual Report 2022 | 57
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Corporate Responsibility Committee Report
Overview
The Board established a Corporate Responsibility Committee, comprising all directors, to increase focus on sustainability, meeting
• environmental strategy, policy, targets and performance
• social strategy and commitments
• employee diversity, gender pay gap progress and employee engagement
Progress in 2022
The Committee met in February and September 2022 and February 2023 to:
• approve enhancements to the Group’s ESG strategy
• receive an update on social initiatives and charitable giving
Focus for 2023
• Deliver the next phase of our climate action plan for Scope 1, 2 and 3 emissions
2 March 2023
58 | Rightmove plc | Annual Report 2022
Strategic report | Sustainability Report continued
Sustainability Accounting Standards Board (SASB) disclosure index
Area Recommended disclosure Location
Environmental
footprint of
hardware
infrastructure
• Total energy consumed, including percentages from
• Integration of environmental considerations into
strategic planning for data centres
disclosed in the Environment section of the
Sustainability Report
disclosed in Environmental section of Sustainability
Report
Data Privacy,
Advertising
Standards and
Freedom of
Expression
• Description of policies relating to behavioural
advertising and user privacy
• Monetary loss arising from legal proceedings relating
to user privacy
• Number of government requests to remove content
Governance & Compliance – Our Platform security
and Protecting customer and consumer data sections
of the Sustainability Report
No monetary losses as a result of legal proceedings
predominantly UK target audience
None
Data Security
• Description of approach to identifying and mitigating
data security risks
As above
Employee
Recruitment,
inclusion and
performance
• Percentage of employees that are foreign nationals
• Employee engagement, as a percentage
Social Progress – our employees section of
Sustainability Report
Rightmove plc | Annual Report 2022 | 59
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Reporting requirement
Annual Report section Page(s) Related policies and standards
Environmental matters, including
the impact of the business on the
environment and climate related
disclosures
TCFD Statement
Sustainability
Section 172 statement
Stakeholders
Strategic report – principal risks
and uncertainties
Environmental strategy
Employees
Sustainability report
Section 172 statement
Directors’ Remuneration Report
33
Code of Conduct
Flexible Working Policy
Maternity, Paternity and Shared
Parental Leave Policy
Gender Pay Gap reports
Social and community matters
Sustainability report
Section 172 statement
Charitable Giving Guidelines
Respect for human rights
Sustainability report
Modern Slavery Statement
Data Retention Policy
Privacy Policy
Anti-Bribery and Corruption
Sustainability report
Audit Committee report
78
Financial Crime Policy
Business model
Business model
Strategic report
Principal risks and uncertainties
Strategic report – principal risks and
uncertainties
Non-nancial key performance
indicators
Strategic report – operational key
performance indicators
18
Non-nancial and Sustainability Information Statement
60 | Rightmove plc | Annual Report 2022
Governance | Corporate governance report
Board membership
There were no changes to the Board membership during 2022
and we continue to have a strong and balanced Board with
appropriate skills, knowledge, experience and diversity.
On 20 February 2023 Johan Svanstrom was appointed to
the Board as an Executive Director and CEO designate.
Peter Brooks-Johnson will step down as CEO and as an
Executive Director on 6 March 2023.
Board Evaluation
During 2022, an internally facilitated Board evaluation was carried
out. The evaluation was conducted by the Chair and the
Company Secretary using a detailed questionnaire alongside
opportunities for additional comments, which was completed by
each Board member. The analysis and the actions and objectives
arising from that evaluation were discussed by the whole Board
and an action plan for 2023 was formulated and agreed. Please
turn to the Nomination Committee Report for further details.
Statement of compliance
The Code sets out the principles and provisions relating to
good governance of UK listed companies and can be found on
the Financial Reporting Council’s (FRC) website at frc.org.uk.
The Board is committed to strong corporate governance,
and we are pleased to conrm that for nancial year 2022, the
Company has complied with all provisions of the Code. Details
of our approach to corporate governance and compliance with
the Code are summarised at the beginning of this report and
throughout this Governance section of the Annual Report.
Directors’ duties – S172 Statement
An explanation of how the Directors have engaged with and
have taken into consideration the requirements of
Rightmove’s key stakeholders, in accordance with S172 of the
Act, can be found in the S172 Working with our stakeholders
section of the Strategic Report.
Andrew Fisher
Chair
Governance overview
I am pleased to introduce our Corporate Governance Report for
2022 (Report), which sets out Rightmove’s corporate governance
framework and explains how the Company has applied the
principles and complied with the provisions of the UK Corporate
Governance Code 2018 (the Code) during the year. This Report
includes our statement of compliance with the Code, Rightmove’s
governance structures, procedures and initiatives, the biographical
details of Rightmove’s Board Directors and a description of the main
activities of the Board and its Committees during 2022. This Report
also includes reports from the Audit, Nomination and Remuneration
Committees. The Corporate Responsibility Committee report
can be found in the Sustainability section on page 57.
Company Purpose, Values, Strategy and Culture
Rightmove’s purpose is to make home moving easier in the
UK. This is achieved through the delivery of our strategy,
supported by an eective framework of governance and
risk management and by our culture and values. We have an
open and supportive culture at Rightmove, and the Board
recognises the value of this strong Company culture to the
success of the business and is satised that our culture is
aligned with the Company’s purpose, values and strategy.
Board priorities
One of the top priorities for the Board in 2022 was the search for a
new Chief Executive Ocer and Executive Director, following the
announcement in May 2022 that Peter Brooks-Johnson would
be stepping down as CEO in 2023, after the announcement of
the 2022 nancial results. Following the Board’s recruitment
process, Johan Svanstrom was selected and he joined
Rightmove on 20 February 2023 – full details of that process can
be found in the Nomination Committee report. The Board has
also reviewed and considered a detailed business plan for 2023,
including presentations from the Senior Leadership Team. The
Board has also overseen during the year, the implementation of
a new Enterprise Resource Planning system in the Finance
function of Rightmove, as well as receiving progress updates as
the new system was embedded. In addition to this, the Board
reviewed important governance documents including the
matters reserved for its decision and the terms of reference for
each of the Audit, Nomination and Remuneration Committees.
I am pleased to introduce our Corporate
Governance Report for 2022, which sets out
Rightmove’s corporate governance framework
and explains how the Company has applied the
principles and complied with the provisions of
the UK Corporate Governance Code 2018
during the year.
Andrew Fisher Chair
Rightmove plc | Annual Report 2022 | 61
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
1. Board Leadership and Company Purpose Location in Annual Report
A. Promoting the long-term sustainable success of the Company
Board leadership pages 62-65 Board activities page 66
Section 172 Statement – Working with our stakeholders
pages 30-34
B. Purpose, values, strategy and culture
Chair’s governance overview pages 60-61 and Strategic Report
pages 2-59
C. Governance framework and controls
Board leadership pages 62-65
D. Engagement with stakeholders
Strategic report – Section 172 Statement – Working with our
stakeholders pages 30-34
E. Oversight of employment policies and practices
Sustainability report pages 37-59
2. Division of Responsibilities
F. Role of Chair and Board Information
Board leadership pages 62-65
G. Division of Responsibilities
Division of responsibilities page 68
H. External Commitments and Conicts of Interest
Board leadership pages 62-65
I. Role of Company Secretary
Board leadership pages 62-65
3. Composition, succession, and evaluation
J. Appointments to the Board and succession planning
Nomination Committee Report pages 79-81
K. Board composition and length of tenure
Board leadership pages 62-65, and Board Composition, Succession
and Evaluation page 68
L. Board Evaluation
Board Composition, Succession and Evaluation page 68, Nomination
Committee report page 79
4. Audit, risk and internal control
M. Financial reporting – integrity of nancial and narrative statements
Financial Review pages 20-22, Audit Committee report pages 71-79
N. Fair, balanced and understandable assessment
Audit Committee report pages 71-79 and Directors’ report pages
114-116
O. Risk management and internal controls framework
Risk Management Report pages 23-28, Audit Committee report
pages 71-79
5. Remuneration
P. Reward Structure reecting achievement and contribution to
long-term strategy
Directors Remuneration Report pages 84-113
Q. Remuneration Policy Directors Remuneration Report pages 84-113
R. 2022 Remuneration Outcomes Directors Remuneration Report pages 84-113
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.
62 | Rightmove plc | Annual Report 2022
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 institutional investors during the year. Details of the Board’s engagement with shareholders can be found on the
following pages and in the Section 172 Statement and the Strategic Report.
The Board of Rightmove plc
The Board is collectively responsible for promoting the long-term success of the Group for the 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. They also ensure
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. The Company Secretary and her team play an important role in the preparation of clear, accurate and timely information, liaison
between Non-Executive Board members and Executive Directors and the Senior Leadership Team, and the organisation of Board and Committee
meetings and materials.
Senior Leadership Team (SLT)
The 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
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 Senior Leadership Team.
The roles of Chair and Chief Executive Ocer are separate with a clear
division of responsibilities.
Non-Executive Directors
Responsible for:
• constructively challenging the Executive Directors; and
• monitoring the delivery of the strategy within the risk and control
framework set by the Board.
One of the Non-Executive Directors is appointed as the Senior Independent
Director, who is responsible for:
• acting in an advisory capacity to the Chair;
• deputising for the Chair if required;
• serving as an intermediary for other Directors when necessary;
• being available to shareholders if they have concerns which they have not
been able to resolve through the normal channels; and
• conducting an annual review of the performance of the Chair.
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 and other Rightmove employees 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
• the relationship with the
Group’s external auditor.
Remuneration Committee
(Quorum: 2 independent NEDs)
Responsible for:
• making recommendations to
the Board for the overall policy
and framework for the
remuneration of the Chair,
Executive Directors and the
Senior Leadership Team.
Nomination Committee
(Quorum:2 NEDs, majority must be independent)
Responsible for:
• keeping the structure, size and composition of the
Board and its Committees under review;
• matching the skills, knowledge and experience of
Directors to Rightmove’s business strategy and
requirements; and
• consider succession planning and the
development of a diverse pipeline for senior roles.
Corporate Responsibility
Committee
(Quorum: 3 Directors)
Responsible for:
• the oversight of the Group’s
ESG strategy;
• monitoring progress against
ESG objectives and targets; and
• approving the Sustainability
Report.
Governance | Corporate governance report continued
Rightmove plc | Annual Report 2022 | 63
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Governance | Directors and ocers
Alison Dolan
Executive Director and 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’
digital transformation. Before
News UK, Alison held a number of
senior positions at Sky plc,
including Group Treasurer, Director
of Finance and Deputy Managing
Director Sky Business.
Alison is an Irish national, but has
lived in London since 1994. She
has a Masters in Business Studies
from University College Dublin.
Johan Svanstrom
Executive Director and Chief
Executive Ocer designate
Nationality:
Swedish
Appointment to the Board:
20 February 2023
Current external Appointments:
Non-Executive Director of
BIMObject AB
Previous roles and relevant skills
and experience
Johan brings extensive knowledge
of growing established online
marketplace and e-commerce
businesses and has many years
of experience as a board director
of both public and private
technology companies across
multiple countries.
Johan most recently served as a
Partner, EQT Growth Advisory Team,
part of EQT the global investment
organisation, where he was part of
investing in and serving on the
boards of several growth technology
companies. Prior to that, Johan was
a member of the Expedia Group
global leadership team, serving as
Global President of Hotels.com and
Expedia Aliate Network brands
between 2013 and 2018, where he
grew revenues to over $3 billion,
leading teams across four
continents. Preceding that, Johan
spent eight years with the Expedia
Group in its Asia-Pacic division as a
Managing Director, launching and
growing several of the company’s
divisions into leading regional players.
Johan was previously with
McDonald’s Corporation, where he
was Head of the Digital Innovations
Group, successfully leading major
projects based in the US. Before
that, Johan held CEO and leadership
positions in telecommunications
and internet start-ups.
Johan is a Swedish national based
in the UK and holds a MSc in
Economics from the Stockholm
School of Economics.
Peter Brooks-Johnson
Executive Director and 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.
Andrew Fisher Chair
Nationality:
British
Appointment to the Board:
1 January 2020
Committee membership:
Nomination (Chair), Corporate
Responsibility (Chair)
Current external commitments:
Non-Executive Director, Senior
Independent Director and
Remuneration Committee Chair
of Marks and Spencer plc
Previous roles and relevant skills
and experience:
Andrew has a background in building
digital, media and entrepreneurial
businesses and executing high
growth strategies. He also has
experience of serving on the Boards
of a number of listed companies as
a non-executive director.
Andrew was previously CEO and
Executive Chair of Shazam. During
his tenure Shazam became one of
the world’s leading mobile
consumer brands. He was also
European Managing Director of
Infospace Inc and the founder and
Managing Director of TDLI.com.
Andrew was a Non-Executive
Director of Moneysupermarket.com
Group plc until May 2020 and Merlin
Entertainments plc until November
2019. Andrew is a Trustee of the
Royal Marsden Cancer Charity.
64 | Rightmove plc | Annual Report 2022
Governance | Directors and ocers continued
Andrew Findlay
Non-Executive Director
Nationality:
British
Appointment to the Board:
1 June 2017
Committee membership:
Audit (Chair), Nomination,
Corporate Responsibility
Current external commitments:
Chief Executive Ocer of
M Group Services Limited
Previous roles and relevant skills
and experience:
Andrew is a chartered accountant
with broad operational experience,
a wealth of nancial expertise,
proven commercial experience
and strong consumer-centric
background. He has a deep
knowledge of nancial reporting,
audit and risk management,
technological solutions and
consumer platforms.
Andrew is currently the Chief
Executive Ocer of M Group
Services Limited, a leading
essential infrastructure services
provider in the UK. He was
previously the Chief Financial
Ocer of M Group Services from
2021 and prior to that 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.
Rakhi Goss-Custard
Non-Executive Director
Nationality:
American/British
Appointment to the Board:
28 July 2014
Committee membership:
Nomination, Remuneration,
Corporate Responsibility
Current external commitments:
Non-Executive Director of
Kingsher plc
Non-Executive Director of
Schroders plc
Non-Executive Director of
Trainline plc
Previous roles and relevant skills
and experience:
Rakhi has extensive knowledge of the
customer and consumer experience
and innovation across a wide range
of digital products, desktop and
mobile platforms, augmented by a
varied non-executive portfolio in
other customer-centric businesses
and sectors.
Rakhi was a non-executive
director of Be Heard Group plc
until August 2018 and of Intu
Properties plc to May 2019, and a
Director of UK Media at Amazon
to June 2014. She held various
other senior positions during her
12-year tenure at Amazon
including Media, Entertainment,
General Merchandise and Book
divisions as well as advising
Zappos. Prior to Amazon, Rakhi
held strategy roles at TomTom and
Oliver Wyman.
Jacqueline de Rojas CBE
Senior Independent
Non-Executive Director
Nationality:
British
Appointment to the Board:
30 December 2016
Committee membership:
Audit, Nomination, Remuneration,
Corporate Responsibility
Current external commitments:
Board Member of techUK
Non-Executive Director of Costain
Group plc
Non-Executive Director of FDM
Group (Holdings) plc
Previous roles and relevant skills
and experience:
Jacqueline is a recognised
technology leader with many
years’ experience in the software,
technology and digital sectors,
working in enterprise and sales-
focused businesses. She has
extensive knowledge and skills in
promoting technology-based
solutions and cyber security and is
a passionate advocate for diversity
and inclusion.
Jacqueline has been employed
throughout her career by global
blue-chip software companies.
She was a non-executive director
of Home Retail Group from 2012
to 2016, and of AO World plc from
2017 to 2019. Jacqueline is the
co-Chair at the Institute of Coding,
and President of Digital Leaders
Technology Group. She is a
passionate advocate for diversity
and inclusion in the workplace with
a particular focus on getting
women and girls into digital
careers and studying STEM
subjects. Jacqueline is especially
delighted to lend her support to
the Girlguiding Association for
technology transformation. She
was awarded a CBE for services to
international trade in the
technology industry in 2018.
Rightmove plc | Annual Report 2022 | 65
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
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
2
1
4
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 31 December 2022 are set out above.
Board Composition and Diversity
Carolyn Pollard
Company Secretary
Appointment as ocer of the
Board:
28 September 2022
Current external commitments:
None
Previous roles and relevant
experience:
Carolyn was Deputy Company
Secretary at Superdry plc from
December 2018 to September
2022 and Company Secretary
(SPV) at G4S plc from October
2015 to December 2018. Carolyn
has broad commercial experience
as a company secretary, spanning
nancial services, utilities, retail
and the voluntary sector. Carolyn
is a fellow of the Chartered
Governance Institute UK and
Ireland and has a BA (Hons) in
Politics and History from Coventry
University. Carolyn is also a
member of the Board of Trustees
of Caudwell Youth.
Amit Tiwari
Non-Executive Director
Nationality:
American
Appointment to the Board:
1 June 2019
Committee membership:
Audit, Nomination, Corporate
Responsibility
Current external commitments:
Managing Director of Vitruvian
Partners LLP
Previous roles and relevant skills
and experience:
Amit has a strong understanding
of the online 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.
Lorna Tilbian
Non-Executive Director
Nationality:
British
Appointment to the Board:
1 February 2018
Committee membership:
Remuneration (Chair), Nomination,
Corporate Responsibility
Current external commitments:
Non-Executive Director of Proven
VCT plc
Non-Executive Director of Finsbury
Growth & Income Trust PLC
Non-Executive Director of Premier
Foods plc
Previous roles and relevant skills
and experience
Lorna has extensive experience as a
media analyst and investment
adviser to the media sector with
strong 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.
66 | Rightmove plc | Annual Report 2022
Board activities
At each scheduled meeting the Board considers the minutes and actions raised at previous meetings, is provided with operational
updates from the CEO and CFO and receives reports on each Committee’s activities from each committee Chair.
The key responsibilities and actions carried out by the Board during the year are set out below:
Strategy Performance People Shareholders Governance
Regular reports and activities
Analysis and
implementation of
strategic initiatives
Monthly
management
report
Employee update
and feedback
Investor relations
update and share
register analysis
Governance and
regulatory updates
February
Trac update
Product development
roadmap
Full-year
nancial results
(including
Viability
statement
and Fair,
Balanced and
Understandable
Statement, and
Final Dividend)
People update and
‘Have your say’ all-
employee survey
results
Update on investor
feedback
(Remuneration
Committee)
Update on
employee
engagement
feedback
(Remuneration
Committee)
Enterprise Resource Planning (Finance)
system implementation
Review of Risk Register/Principal Risks
Corporate Responsibility Committee
report/review
Tax Strategy review
Modern Slavery Act Statement
Payment Practices Report (2021)
May
Mortgages update
Commercial business update
AGM brieng/
analysis of
shareholder voting
and feedback
Risk management update
June
O-site strategy away day:
Trends in global property
markets
Strategy review session
(including Rightmove
Landlord and Tenant
Services strategy update)
July
Half-year
nancial results
and Interim
Dividend
Continuation of
Share Buy Back
programme
Risk Register review
Financial Crime Policy
Group insurance broker tender process
Payment Practices report (to June 2022)
September
Core Business update
Mortgages business update
Breadth business update
Annual approval of
Share Incentive Plan
and Sharesave awards
ESG Strategy update and performance
review
Corporate Responsibility Committee
update
Appointment of new Company Secretary
Gender and Diversity pay reporting
(Nomination Committee)
Succession planning (Nomination
Committee)
November
2023 Business plan approved Remuneration
Policy review
(Remuneration
Committee)
Insurance review and renewal
Annual review of eectiveness of risk
management, internal controls and
internal audit (Audit Committee)
Cyber security internal audit review
(Audit Committee)
Whistleblowing arrangements annual
review (Audit Committee)
December
Cyber security review
Remuneration
Policy review
(Remuneration
Committee)
Board and Committee evaluation
feedback and actions/objectives agreed
Legal and Corporate Governance update
Governance | Corporate governance report continued
Rightmove plc | Annual Report 2022 | 67
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
There are seven scheduled Board meetings each year,
including one meeting or away day devoted to the
consideration of the Group’s strategy. In addition to scheduled
Board meetings, there are Board calls to update on specic
matters and there is ongoing, less formal 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 matters and
feedback for management. The Company Secretary records
Directors’ questions and challenges and agreed actions in the
Board minutes. Non-Executive Directors receive updates from
the CEO and CFO at each Board meeting, in addition to more
detailed monthly management reports on the operational and
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
corporate broker reports, analyst reports and market reviews
relating to Rightmove.
Shareholder engagement
The Board welcomes opportunities to engage with current and
potential shareholders and answer any questions about the
performance and activities of the Group.
Within the regulatory framework, the Executive Directors
have conducted regular and open dialogue with shareholders
through ongoing meetings with institutional investors and
analysts to discuss strategy and operational and 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 receiving share register analyses and market reports
from the Company’s joint brokers, UBS and Numis.
Shareholders are also kept up to date with the Group’s
activities through the Annual Report and full and half-year
results presentations. The investor relations section of the
Company’s website, plc.rightmove.co.uk provides details of
all Directors, the nancial calendar, our latest investor 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 questions. The next AGM is scheduled to be held on 5 May
2023 at the oces of UBS Limited, 5 Broadgate, London,
EC2M 2QS. Shareholders will also be able to raise questions in
advance of the meeting through investor.relations@
rightmove.co.uk. Each Committee Chair will be available at the
AGM to answer any shareholder questions on their respective
Committee’s activities.
The Company will arrange for the Annual Report and related
papers to be available on the Company’s corporate website at
plc.rightmove.co.uk or, if requested, posted to shareholders at
least 20 working days before the AGM.
The Company proactively encourages shareholders to vote
at general meetings by providing electronic voting for
shareholders who wish to vote online and personalised proxy
cards to shareholders electing to receive them, ensuring that
all votes are clearly 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 2022 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 2022 Non-Executive
Directors received employee feedback during Board meetings.
Further details can be found in the Sustainability Report and in
the Remuneration Committee Report.
68 | Rightmove plc | Annual Report 2022
Governance | Corporate governance report continued
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 2022 employees
had access to regular, monthly ‘Townhall’ webinars to receive
CEO updates and to participate in Q&A sessions. All Directors
have access to Group employees, through a variety of
channels, detailed in the Sustainability Report. The Board
assesses and monitors culture through the results of the
bi-annual ‘Have Your Say’ employee survey, with a percentage
of the Executive Directors’ variable bonus directly dependent
on the survey results – more information on this can be found
in the Directors’ Remuneration Report.
Whistleblowing
During the year, the Company reviewed and approved its
Whistleblowing policy and arrangements. The Board ensures
that there are systems in place for individuals to raise concerns.
An independent whistleblowing service continues to be
available and is communicated to all employees. The service
enables individuals to report concerns anonymously and in
condence and can be accessed by telephone, email or via a
website. During 2022, one concern was raised using this facility,
which was subsequently identied as a customer services
matter that was resolved to the satisfaction of all parties.
No other whistleblowing reports were received. Further
information can be found in the Audit Committee and
Sustainability Reports.
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 has provisions for
managing and authorising potential conicts of interest.
The Board has a Conicts of Interest Policy in place and
continues to observe the policy and review the Register of
Directors’ Interests at least annually.
To safeguard their independence, a Director is not entitled to
vote on any matter in which they may be 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 2022.
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 and are independent in character and judgment.
The review takes into account factors such as Directors’
external interests and appointments, and contribution to
debate during meetings to determine whether they
demonstrate independent judgment and whether there are
any other relationships or circumstances which are likely to
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 Ocer, Peter Brooks-Johnson, holds one other
non-executive directorship of a listed company. The Board
recognises that non-executive directorships can broaden the
knowledge and experience of the Executive Directors, which
may 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
Total meetings 7 6 5 2 2
Andrew Fisher 7 – – 2 2
Peter Brooks-Johnson 7 – – – 2
Alison
Dolan 7 – – – 2
Jacqueline de Rojas 7 6 5 2 2
Rakhi Goss-Custard 7 6 – 2 2
Andrew Findlay 7 – 5 2 2
Lorna Tilbian 7 6 – 2 2
Amit Tiwari 7 – 5 2 2
(1) There were seven scheduled Board meetings in 2022. The Board Away day
(two days), is included in these numbers.
Rightmove plc | Annual Report 2022 | 69
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Each Board member has attended all Board and relevant
Committee meetings during the year and each has
demonstrated continued commitment to their roles.
In addition to the above meetings, the Chair conducts meetings
with the Non-Executive Directors without the Executive
Directors being present. Jacqueline de Rojas, the Senior
Independent Director, chaired a meeting of the Non-Executive
Directors in December 2022, at which the performance of the
Chair was also reviewed without him present.
3. BOARD COMPOSITION, SUCCESSION AND
EVALUATION
At the date of this report, the Board comprises three Executive
Directors and six Non-Executive Directors, including the Chair.
The Executive Directors are Peter Brooks-Johnson (Chief
Executive Ocer), Johan Svanstrom (CEO designate) and
Alison Dolan (Chief Financial Ocer) and the Non-Executive
Directors are Andrew Fisher (Chair), Jacqueline de Rojas
(Senior Independent Director), Andrew Findlay, Rakhi Goss-
Custard, Lorna Tilbian and Amit Tiwari.
Peter Brooks Johnson will step down from the Board on
6March 2023, following the announcement of the 2022
nancial results and will not stand for re-election at the 2023
AGM. Rakhi Goss-Custard will not stand for re-election at
the 2023 AGM, as she has served the maximum term.
JohanSvanstrom was appointed on 20 February 2023 and will
stand for election at the AGM. All other Directors will retire and
oer themselves for re-election at the 2023 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
12months’ 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
1,375,963 ordinary shares held by The Rightmove Employees’
Share Trust (EBT).
Biographical details of all Directors at the date of this report and
details of Committee membership appear earlier in this Report.
The Board’s size and composition is kept under regular review
by the Nomination Committee.
Board changes
There were no Board changes during nancial year 2022.
Details of Board changes from the end of nancial year 2022 to
the date of this report can be found above. More information
on the selection and appointment process for Directors can be
found in the Nomination Committee Report.
Board diversity
Rightmove is committed to a diverse Board comprised of
directors from 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.
As at 31 December 2022, 50% of both executive and non-
executive Board members were female, along with strong
female representation amongst the Senior Leadership Team.
We remain committed to our policy of recruiting the best
people and appropriate talent for the business whilst
seeking to maintain as near 50:50 gender balance on the
Board as possible.
As at 31 December 2022, 37% of Board members are from
ethnically diverse backgrounds, exceeding the Parker Review
target for FTSE100 boards, which we are committed to
meeting or exceeding.
We can also report that as at 31 December 2022, in line with
Listing Rule 9.8.6R(9), Rightmove has achieved the following
Board diversity targets:
• 50% of the individuals on the Board of Directors are women
(Listing Rule target is 40%)
• Two senior positions are held by women (Chief Financial
Ocer is Alison Dolan and Senior Independent Director
is Jacqueline de Rochas) (Listing Rule target is one
senior position)
• Three individuals on the Board are from a minority ethnic
background (Listing Rule target is one individual).
70 | Rightmove plc | Annual Report 2022
Governance | Corporate governance report continued
For further information about our approach to the collection of
data used for the purposes of making this disclosure, please
turn to the Our Employees section of the Sustainability report
on page 49.
Diversity of skills and experience
The range of skills and experience the Board considers
necessary to deliver Rightmove’s business strategy,
as 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 in the biographies at the
beginning of this report and in the Sustainability Report.
Board evaluation
The Board last completed an externally facilitated Board
evaluation in 2021. The 2022 Board and Committee evaluation
was internally facilitated by questionnaire and direct feedback
and details can be found in the Nomination Committee report.
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 and in the Risk Management section of
the Strategic Report.
5. REMUNERATION
Our Annual Remuneration Report which describes the policies
and practices in place to ensure that the Company leadership
is motivated to deliver long-term sustainable growth and the
work of the Remuneration Committee is set out later in this
Governance section.
Changes to the Board that have occurred since 31 December 2022 have not impacted these target achievements. For full details
please refer to the gender and ethnicity reporting tables below.
*Under Listing Rule 9, executive management is dened as the executive committee or most senior executive or managerial body below the Board (or where there is no such
formal committee or body, the most senior level of managers reporting to the chief executive), including the company secretary but excluding administrative and support sta.
Gender identity reporting table
Number
of Board
members
Percentage
of the Board
Number of
senior positions
on the Board
(CEO, CFO,
SID and Chair)
Number in
executive
management*
Percentage
of executive
management*
Men 4 50% 2 3 50%
Women 4 50% 2
3
50%
Not specied/prefer not to say – – – – –
Ethnic background reporting table
White British or other White (including minority white groups) 5 62.5% – 4 67%
Mixed/Multiple Ethnic Groups 1 12.5% – – –
Asian/Asian British 2 25% – 1 16.5%
Black/African/Caribbean/Black British – – – – –
Other ethnic group including Arab – – – 1 16.5%
Not specied/prefer not to say – – – – –
Rightmove plc | Annual Report 2022 | 71
STRATEGIC REPORT
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FINANCIAL STATEMENTS
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 2022. In this report we aim to provide an
overview of the principal activities of the Committee during
the year and an update on the key areas of review as the
Committee discharged its responsibilities.
The Committee’s key responsibilities are set out in the
Corporate Governance Report on page 62.
The Committee has overseen a detailed programme of work
during 2022, including agreeing the scope, and reviewing the
results, of the work delivered by the outsourced internal audit
function provided by PwC. This year, PwC reported on cyber
security; compliance with the FCA regime of the subsidiary
Rightmove Landlord & Tenant Services; the Group’s
operations in relation to its overseas-listings business and
the product development process. A key area of focus for
the Committee was the monitoring of the design and
implementation of the rst phase of the new ERP System.
Other activities undertaken by the Committee during the year
were to monitor the transition to, and eectiveness of, the new
external auditor – EY LLP; the review of the updated Enterprise
Risk Management Framework, and the review of the new
Financial Crime Policy,
The Committee, as part of its annual governance cycle, also
reviewed the Group’s Treasury, Bribery and Whistleblowing
policies, the Gifts and Hospitality Register, and the Non-Audit
Services Policy.
Looking forward to the next 12 months, the Committee will
continue to focus on key risk areas such as cyber security and
regulatory compliance, and to support the Company’s overall
risk management framework. The second phase of the
implementation of the new ERP system will also be a key
priority for the Committee during 2023. Other areas of focus
will include Internal Audit reviews on corporate governance,
cyber, FCA compliance for mortgage operations and GDPR.
In addition to its annual performance evaluation, the
Committee carried out a review of its terms of reference in
relation to the 2018 UK Corporate Governance Code. These
are published on the Investor Relations section of the Group’s
website at plc.rightmove.co.uk and are available in hard copy
from the Company Secretary.
I will be available at the AGM to answer any questions about the
work of the Committee.
Andrew Findlay
Chair of the Audit Committee
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 auditor
The Committee members are independent Non-Executive Directors
and comprise:
• Andrew Findlay (Chair) • Jacqueline de Rojas • Amit Tiwari
The Group’s external auditor is EY LLP. PwC LLP provide internal
audit services.
2022 Activities
The Committee met ve times during 2022 and its key activities were to:
• assess the integrity of the Group’s half-year report and annual
nancial statements, considering the application of nancial reporting
and governance standards
• 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
• assess the design of the new nance ERP system and management’s
implementation plans
• review the updated enterprise risk management framework and new
nancial crime policy
• monitor the transition to the new auditor
• agree the scope and terms of reference for the reviews undertaken
by Internal Audit
• assess the conclusions and recommendations of the Internal Audit
reports on cyber security; FCA-compliance for Rightmove Landlord &
Tenant Services; Overseas operations; and product development, in
addition to reviewing progress on audit actions
• evaluate the eectiveness of the external auditor and the Internal
Audit function, and
• review and challenge the Internal Audit plan for 2023.
2023 Priorities
• continued focus on key risk areas such as compliance, cyber and
data security
• review of corporate governance, FCA compliance for mortgages,
GDPR, cyber security and implementation of phase 2 of the new
ERP nance system.
Andrew Findlay
Chair of the Audit Committee
Audit Committee Report Summary
72 | Rightmove plc | Annual Report 2022
Governance | Audit Committee report continued
Audit Committee membership and meetings
All the members of the Audit Committee are Independent
Non-Executive Directors in accordance with provision 24 of
the UK Corporate Governance Code (the Code). The Board
has determined that Andrew Findlay, as the Committee Chair,
has the recent and relevant nancial experience required by
the Code, given his several executive nance roles, which
include his previous roles as Chief Finance Ocer at a variety
of businesses, as well as his current role as Chief Executive
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 2022 and attendance
of the members is shown in the Corporate Governance
Report. 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 auditor, to
meetings as necessary. The Committee periodically set time
aside to seek the views of the external auditor without the
presence of management. The external auditor had direct
access to the Chair to raise any concerns outside formal
Committee meetings. The Committee also met separately
with the internal auditor during the year, and in between
meetings the Chair maintained contact with the Chief Financial
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 2022 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 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 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 remains appropriate.
Rightmove plc | Annual Report 2022 | 73
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Key accounting matters Committee review
Revenue recognition
As more fully described in note 1 to the accounts,
the majority of the Group’s revenue is derived
from membership subscriptions for core listing
fees and advertising products on Rightmove’s
platforms. Customers can tailor their packages.
The Group recognises this revenue over the
period of the contract or the point at which
advertising products are used.
Revenue is a prime area of audit focus, in particular the timing of recognition in
relation to the billing of subscription fees, additional products and the
accounting for any material membership 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, EY performs data analytics work, using
computer-assisted audit techniques to identify any unexpected or unusual
revenue postings, considering, in particular, whether the opposite side of the
journal entry was as expected, based on the characteristics of the journal.
The results of this work were satisfactory and were reported to the Committee.
The Committee also reviewed and considered the following areas in relation to the 2022 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 29 and 134 to 135, the Committee reviewed the work undertaken by
management to assess the Group’s resilience to the Principal Risks set out
on pages 26 to 28 under various stress test scenarios: the scenarios modelled
were severe but plausible and did not call into question the viability of the
business. The Committee concluded that the viability time-period of three
years remained appropriate.
The Committee is satised that sucient rigour was built into the process to
assess going concern and viability over the designated periods.
74 | Rightmove plc | Annual Report 2022
Governance | Audit Committee report continued
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 EY are planning to include in
their Auditor 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 2022 Annual Report,
taken as a whole, is fair, balanced and understandable and provides the information
necessary for shareholders to assess the Group’s position, performance, business
model and strategy.
Fair balanced and understandable
One of the key governance requirements is for the Annual
Report and the Financial Statements, taken as a whole, to be
fair, balanced and understandable, and to provide the
information necessary for stakeholders to assess the Group’s
position and performance, business model and strategy.
The Committee was provided with an early draft of the Annual
Report in order to assess the strategic direction and key
messages being communicated. Feedback was provided by
the Committee in advance of the February 2023 Board
meeting, highlighting any areas where the Committee
believed further clarity was required. The draft report was then
amended to incorporate this feedback prior to being tabled at
the Board meeting for nal comment and approval.
To help the Committee in forming its opinion, management
presented a fair, balanced and understandable paper to the
February 2023 Audit Committee, which 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 2022 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:
Rightmove plc | Annual Report 2022 | 75
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
EY was appointed as auditor of the Group at the 2022 AGM,
following the external audit tender process that was conducted
during 2021. The current external audit engagement partner is
Anup Sodhi, who has held oce since that point in May 2022.
Independence and non-audit services
The Board has policies in place in relation to the provision of
non-audit services by the external auditor, and the non-audit
fee policy was reviewed by the Committee during the year.
The non-audit fee policy ensures that the Group benets in
a cost-eective manner from the cumulative knowledge
and experience of its auditor, while also ensuring that the
auditor maintains the necessary degree of independence
and objectivity.
External audit
The Committee has primary responsibility for overseeing the
quality and eectiveness of the external auditor, EY LLP (EY),
who is engaged to conduct a statutory audit and express an
opinion on the nancial statements. The Committee reviews
the scope of EY’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 £450,000 for the
year, and non-audit fees of £50,000 as set out in Note 6 of
the nancial statements.
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.
The level of non-audit fees as a proportion of the audit fee has
typically been low at Rightmove. During the year, EY charged
the Group £50,000 for non-audit services, representing 11%
of the 2022 audit fee. Of this, £40,000 related to the half-year
review and £10,000 for agreed-upon procedures. Further
details of these services can be found in Note 6 to the
nancial statements.
External auditor eectiveness
The Committee places great importance on ensuring that
the external audit is both of 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 EY at various stages during
the 2022 audit process, once without management present,
to discuss its remit and any issues arising from its work as
the auditor.
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 2022
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 EY remained
ecient and eective.
76 | Rightmove plc | Annual Report 2022
Governance | Audit Committee report continued
External auditor independence and objectivity
The Committee considered the safeguards in place to protect
the external auditor’s independence. EY reported to the
Committee that it had considered its independence in relation
to the audit and 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 EY 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 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. This included
several independent reviews of the implementation of the new
ERP nance system, such as design of controls, at various
stages of the programme. The internal audit plan for 2022 was
approved in advance by the Audit Committee and covered a
broad range of core nancial and operational processes and
controls, focusing on specic risk areas. Specialist reviews
were undertaken in the following areas:
• Cyber security
• Overseas operations
• Product development
• FCA Compliance of Rightmove Landlord & Tenant Services
PwC also performed several independent reviews of the
implementation of the new nance ERP system, including the
design of controls, at various stages of the programme.
The Committee reviewed the reports provided by Rightmove
Assurance that set out the principal 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 2023 internal audit plan
The approach to the 2023 internal audit plan is in line with prior
years, in that it includes a combination of traditional internal
audit and compliance reviews - primarily with a nancial control;
regulatory; cyber or GDPR focus - as well as reviews with more
of an advisory focus. Additionally, as the business continues to
evolve, with new sources of revenue growth and whilst facing
the increasing complexity of the environment within which it
now operates, the Board wants to ensure an appropriate level
of continuity in the monitoring of risks and controls throughout
the year by senior management. Consequently, the 2023
internal audit plan will include some elements of in-house
assurance activities, performed by the Compliance function,
to supplement the work of PwC. This will strengthen the
second line of defence in the risk management model on
page 24 and enhance the on-going ownership of risk
management by the business.
PwC will continue to work closely with management and have
completed their annual detailed review of the audit universe,
which highlights the various functional areas within Rightmove,
the associated key process areas, related principal or emerging
risks and areas in which internal audit work has been carried out
already. This review was then used as the basis for developing
the internal audit plan for 2023, to ensure an appropriate focus
on the key risks facing the business and any in-house
assurance activities.
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
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 PwC as the outsourced internal
audit function during 2022. The evaluation was led by the
Committee Chair and involved issuing tailored evaluation
questionnaires which were completed by Rightmove
management, EY, and the Committee. The evaluation
concluded that the function had a sound appreciation of the
key issues facing the business, was realistic and robust with
audit suggestions and added value to the business.
Rightmove plc | Annual Report 2022 | 77
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
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 & Compliance function which has responsibility to
oversee legal, compliance, risk and data protection matters;
10 An Anti-bribery Policy outlining the Group’s position on
preventing and prohibiting bribery
11 A Whistleblowing Policy to encourage employees and
others who have serious concerns about any aspect of the
Group’s conduct to come forward and voice those
concerns; and
12 A comprehensive disaster recovery and business continuity
plan based upon:
– co-hosting of the Rightmove.co.uk website across three
separate locations, which is regularly tested and reviewed
– the ability of the business to maintain business-critical
activities in the event of an incident
– the capability for employees to work remotely in the event
of a loss of one of our premises, which is regularly tested
through planned 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
Following a review by the Audit Committee, a new a Financial
Crime Policy, outlining the Group’s position on the prevention
of nancial crime, was also introduced during the year.
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 is being
further strengthened by the on-going implementation of the
new nance ERP system, which will extend into 2023.
Risk Management
During the year, the Group further embedded its Legal and
Compliance function, updating the Enterprise Risk
Management Framework, and introduced a new Financial
Crime policy. These were both assessed by the Audit
Committee as it considered the nature and extent of the
Group’s risk management framework. The Audit Committee
reviewed the work undertaken by the Risk Committee and the
Board to assess the Group’s principal risks and uncertainties,
which included an assessment of each risk and the related
response, and progress made against any actions. Further
details on the Group’s approach to risk management are set
out in the risk management section of the Strategic Report.
Internal controls
The Board has overall responsibility for the Group’s system of
internal controls and has established a framework of nancial
and other controls which is periodically reviewed for
eectiveness in accordance with the FRC Guidance on Risk
Management, Internal Control and Related Financial and
Business Reporting (which integrates and replaces earlier
FRC guidance and the Turnbull Guidance).
The Board has taken, and will continue to take, appropriate
measures to ensure that the risk of nancial irregularities
occurring is reduced as far as reasonably possible by improving
the quality of information at all levels in the Group. Any system
of internal control is designed to manage rather than eliminate
the risk of failure to achieve business objectives and can only
provide reasonable, and not absolute, assurance against
material misstatement or loss.
The Group’s management has established the procedures
necessary to ensure that there is an ongoing process for
identifying, evaluating and managing the principal risks to the
Group. These procedures are reviewed regularly and have
been in place for the whole of the nancial year ended
31December 2022, 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.
The key elements of the system of internal control are:
1 Major commercial, strategic, competitive, nancial and
regulatory risks being 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 of Group results. This includes monthly
management reporting and monitoring of performance
against both budgets and forecasts, with explanations for
all signicant variances
78 | Rightmove plc | Annual Report 2022
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.
Governance | Audit Committee report continued
Rightmove plc | Annual Report 2022 | 79
STRATEGIC REPORT
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FINANCIAL STATEMENTS
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.
Following the announcement on 9 May 2022 that Peter
Brooks-Johnson would step down as CEO in March 2023, the
Committee has overseen the search for a new CEO and full
details of that process are set out in this report. Non-Executive
Director Rakhi Goss-Custard will have served the maximum
three terms as a director and will step down from the Board at
the AGM on 5 May 2023. The Committee has commenced
a process to identify and nominate a new Non-Executive
Director, but at the time of writing, that process has not
reached a conclusion. The Board will consist of eight
Directors following the resignation of Peter Brooks-Johnson
on 6 March 2023, whereupon there will be a majority of
independent non-executives, from diverse backgrounds and
with gender balance in both executive and non-executive roles.
I will be available at the AGM to answer any questions about the
work of the Committee.
Andrew Fisher
Chair
Dear Shareholder
I am pleased to present the Nomination Committee report
for 2022.
The role of the Nomination Committee (the Committee) is
to keep the structure, size, composition and diversity of the
Board and Committees under review. Our primary objective
is to match the skills, knowledge, and experience of Directors
to Rightmove’s business strategy, to optimise Board
performance, manage risk 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,
plc.rightmove.co.uk.
The Committee fullled its terms of reference during the
year by:
• reviewing the Group’s organisation and succession plans;
• considering the diversity of the Board and management
team;
• making recommendations to the Board concerning
its composition;
• identifying and nominating for the approval of the Board
appropriate individuals to ll Board and Committee
vacancies; and
• approving the format of an internally facilitated Board and
Committee evaluation and agreeing on actions arising
from that review.
Andrew Fisher
Chair of the Nomination Committee
80 | Rightmove plc | Annual Report 2022
the Committee to the Board, which maintains overall
responsibility for Board appointments. For the new CEO
search, a committee of the Board consisting of the Chair,
Senior Independent Director and Director of People &
Development was delegated authority to consider and reduce
a long list of candidates to a short list and to carry out a rst
round of interviews with shortlisted candidates. Three
candidates reached the nal stage and interviews were held
with the Board. The candidates were then asked to complete
psychometric tests and an interview with an employment
psychologist. The nal stage of the process was a strategy
presentation to the Board. The candidates were assessed
against the criteria for the role and person specication
agreed by the Board at the start of the process by combining
the results of the interviews, psychometric tests, employment
psychologist assessment, references and the nal
presentation to the Board. Johan Svanstrom emerged as the
successful candidate.
Any external search agencies used are scrutinised for their
ability to deliver a diverse range of candidates. In 2022,
Russell Reynolds Associates were engaged to assist with
the CEO search.
Board induction and training
New Directors joining the Board undertake a tailored induction
programme, including meetings with key members of the
management team. Non-Executive Directors have full access
to our Executive Directors and Senior Leadership Team
outside scheduled Board meetings and can attend Company
and employee events and 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 training, including information
security and data protection, which is a requirement for all
Rightmove employees.
Board diversity and experience
The Rightmove plc Board consists of directors with a diverse
range of skills, experience and backgrounds. The Committee
devoted time to the review of organisational succession plans
and considered the gender and ethnic diversity of employees
with the objective of developing a diverse talent pipeline for
senior roles.
Details of our Board diversity policy and the skills and
experience of our directors are set out in the Corporate
Governance Report.
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 its succession plans and to share in Board
evaluation feedback where appropriate.
The Committee met twice during the year and attendance at
the meetings is included in the Corporate Governance report.
Membership
The Committee is comprised of Non-Executive Directors,
whose biographical details can be found in the Corporate
Governance report.
Throughout the year, all our Non-Executive Directors were
considered by the Board to be independent.
Principal activities
During the year the Committee has:
• overseen the selection process for a new CEO
• commenced a selection process for a new
Non-Executive Director
• reviewed the composition and diversity of the Board and
its committees;
• approved the plans for the organisation and succession of
the Executive Directors and the senior leadership team;
• reviewed the actions taken to reduce the Group’s gender
pay gap and the ethnic diversity of the workforce;
• agreed the process for an internally facilitated Board and
committee evaluation and agreed objectives from directors’
feedback for 2023; and
• conducted the annual review of its terms of reference.
Selection process for Board appointments
A formal and robust process is in place for the appointment of
new Directors to the Board. That process was followed during
2022 for the appointment of a new Executive Director and
CEO, Johan Svanstrom and for the commencement of a
search for a new Non-Executive Director. Skills matrices were
used by the Committee to identify and discuss any potential
gaps in expertise and knowledge, and candidate proles and
person specications were prepared, with the assistance of
the Director of People & Development. Candidate long lists
were drawn up and initial interviews were conducted by the
Chair of the Board and other members of the Board as
appropriate. Suitable candidates were shortlisted for longer,
in-depth interviews that at times included other Non-
Executive Directors or Executive Directors as appropriate.
Candidates were scrutinised to ensure that they had sucient
time to dedicate themselves to the role and to fully discharge
their duties. Candidate skills, knowledge, and experiences were
weighed up against other candidates and measured against
those already in place on the Board. Once the best overall
candidates were identied, recommendations were made by
Governance | Nomination Committee report continued
Rightmove plc | Annual Report 2022 | 81
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
The Board’s main objectives for 2023 were agreed:
• to ensure a smooth transition for the new CEO;
• spending sucient time on both the continuous
development of the core business and the strategy to
deliver the Company’s growth agenda;
• to focus on management succession planning, particularly
internal succession and engaging with the senior
leadership team;
• to continue to focus on cyber risk and regulated business risk,
market disruption from competitors and responding quickly
to innovation.
An internally facilitated Board and Committee evaluation will be
conducted in 2023. The next externally facilitated review will
be in 2024.
Annual re-election of Directors
As required by the Code, unless stepping down at this year’s
AGM, each Director will oer themselves up for re-election or
election. The Committee considered, as part of the annual
evaluation, each Director’s tenure, performance and other
external commitments to ensure that each Director continues
to full their responsibilities to Rightmove plc.
Board and senior management succession planning
and independence
The Nomination Committee takes a long-term view of Board
succession and will refresh Board skills to meet the Group’s
evolving strategy. In 2022, as part of the process to identify a
new CEO and new Non-Executive Director, the Committee
considered existing Board skills and experience with
reference to the Group’s strategic plan. The Board has also
considered succession planning for senior leadership and
recognised successors have been identied for key roles,
with new and emerging talent promoted to support the
Senior Leadership Team.
The Board has determined that all Non-Executive Directors
are independent in character and judgment and have enough
capacity to meet their commitments to Rightmove, including
during periods when greater involvement may be required of
them. Directors have been able to meet all demands on the
Board’s time in 2022, evidenced by their full attendance at
Board and Committee meetings, detailed in the Corporate
Governance Report.
Board and Committee eectiveness and evaluation
In November and December 2022, an internally facilitated
review of the Board and each of its committees was carried
out with the assistance of the Company Secretary. The review
was conducted using a questionnaire style format, completed
online by each Director. The Board Chair held a feedback
session to share the results with Board members at the
Nomination Committee held on 5 December 2022.
As part of the annual Board evaluation, the Senior Independent
Director (SID), Jacqueline de Rojas, led an evaluation of the
Chair’s performance. That evaluation was carried out in
conjunction with the other Non-Executive Directors, and the
SID met with the Chair to provide feedback arising from the
review to him.
Overall, the evaluation concluded that the Board and the Chair
continued to perform well.
82 | Rightmove plc | Annual Report 2022
Governance | Directors’ remuneration report
Annual Statement by the Chair of the Remuneration Committee
report reect the size and scope of the business today and the
remuneration framework that we need to support the business
to meet these growth ambitions going forwards. Since the last
Remuneration Policy was approved in 2020, the size and scope of
the Company has continued to increase. Rightmove has recently
extended its activities to include landlord and tenant referencing
(2020) and mortgage referrals (2021), both of which are regulated
by the FCA, which has led to an expanding scope of the roles for
Executive Directors, the Chair and Non-Executive Directors. The
recent recruitment of the CEO, key talent below Board and NED
succession has emphasised that we have fallen behind market in
terms of pay for certain skills, and we also recognise the
importance of maintaining appropriate internal relativities
between the Board roles and below Board roles. Given these
considerations, the increasing competition both from private
equity and other public companies, and to deliver expected
shareholder returns, the Company believes it needs to pay at
least at the lower quartile of the FTSE 51-100 peer group to both
attract and retain the appropriate levels of talent and experience.
The current maximum bonus and long-term incentive plan
opportunities are 175% of salary each. As part of the new
Policy, we are proposing to increase the bonus headroom to
200% and the Performance Share Plan (PSP) headroom to
200%; however, there is no intention to use this headroom in
2023 and the annual bonus and PSP awards for 2023 will remain
unchanged at 175%. The inclusion of this additional headroom
is designed to ensure that there is appropriate exibility in the
Policy to take account of further increases in the scale and
scope of the business over the three-year life of the Policy.
The Committee intends to consult with shareholders if this
headroom is used during the lifecycle of this Policy and will also
review the stretch in the performance targets (also taking into
account market conditions at the time) if the headroom is used.
The Committee also reviewed the best practice features of
the remuneration framework as part of the review. The bonus
deferral is at the upper end of market practice with 60% of any
bonus deferred into Rightmove shares; there is a two-year
holding period under the PSP; and there is a two-year post-
employment shareholding guideline. The pension
arrangements for the Executive Directors are aligned with
the wider workforce, which currently require an employee
Lorna Tilbian
Chair of the Remuneration Committee
Dear Shareholder
I am pleased to present the Directors’ Remuneration
Report for Rightmove (the Company) for the year ended
31 December 2022.
Our report describes the work of the Remuneration Committee
(the Committee), how it has applied the Remuneration Policy
that was approved by shareholders in 2020 and sets out the
Committee’s proposals for changes to that policy for
shareholder approval at the 2023 AGM. The ‘Remuneration at a
glance’ section summarises remuneration at Rightmove during
2022 and the Annual Report on Remuneration sets out the
work of the Remuneration Committee and full details of our
Remuneration Policy and arrangements.
Investor engagement and Remuneration Policy
The Committee has focused in 2022 on the review and
evolution of Rightmove’s Remuneration Policy (the Policy)
which we will ask shareholders to approve at our AGM on 5 May
2023, in line with the normal three-year lifecycle. The
Committee reviewed all elements of the Policy to ensure
alignment with our business strategy, the expectations of our
shareholders and of the wider workforce. During the year, the
Committee consulted the Company’s top 25 shareholders and
the main proxy voting advisory agencies on our Policy
proposals, which were largely supported. The Policy changes
are summarised below, with further details provided in the
Remuneration Policy Report.
The Committee’s key objective is to develop a Policy and
remuneration framework that will support the successful delivery
of Rightmove’s long-term strategy, is fair to our employees and is
aligned to shareholders’ interests. The Policy must attract,
reward, retain and incentivise our management team and wider
workforce to deliver a business strategy for an innovative, high
growth business while promoting the long-term, sustainable
success of the Group. The Committee concluded that the Policy
remains largely t-for-purpose and supports the strategy of the
Group. However, the Board is of the view that there are real
opportunities for the business to grow over the next 18-36
months. The proposals set out in this letter and the rest of the
Rightmove plc | Annual Report 2022 | 83
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
contribution of 3% of salary for a Company 6% of salary
contribution. Flexibility will be built into the Policy so that the
approach to pensions for Executive Directors can be changed
if the approach is also changed for the wider workforce.
The Policy has also been updated to provide exibility for the
performance measures to be changed for future awards to
best align to the Group’s strategy and priorities at that time, in
line with market practice. In practice, and as set out further in
this letter, the annual bonus and PSP measures for 2023 are
not materially changing. Further details are set out on page 86.
The Committee values the feedback it has received from
Rightmove’s major shareholders and employees and
appreciates their candid engagement and support for our
Policy proposals. Shareholder and employee views have been
taken into consideration in the nal Policy detail.
2022 Company performance and stakeholder
experience
The Committee has as usual considered Executive
remuneration in the light of outcomes for Rightmove’s key
stakeholders and the Group’s nancial performance.
Rightmove’s strong performance consisted of growth in
revenue, operating prot and basic earnings per share.
Cash continued to be returned to shareholders through both
dividends and our share buyback programme. Further detail
on Group performance is set out earlier in the Annual Report
on pages 2 to 59.
- Direct shareholder returns of £130m returned through share
buybacks and £67.7m paid in dividends during 2022.
- The 2022 full year ‘Have Your Say’ survey indicates that
employee engagement and satisfaction scores remain
strong, with 87% agreeing that Rightmove is a great place
to work.
- In the context of the cost-of-living crisis, the Group
accelerated the normal salary review process to be eective in
October 2022 (normally eective January) for all employees,
other than the Executive Directors. As part of this process, all
employees received a 5% cost of living increase. Targeted
increases were applied, on top of the normal increase, taking
into account market data, and the skillset and experience of
employees. A one-o cost of living allowance of £1,000 was
also made to all employees (excluding the Executive Directors
and senior leadership team) in November 2022.
2022 incentive outcomes
2022 annual bonus
The Committee reviewed nal performance against the bonus
plan objectives for 2022 which resulted in an annual bonus
payment of 71% of the maximum for Executive Directors, with
60% deferred into Rightmove shares, which will vest in 2025.
The bonus reects a strong performance in underlying
operating prot (60% of the maximum award); time spent on
our platforms compared to time spent on Rightmove’s closest
competitors (15% of the maximum) and in our Mortgages
business element (10% of the maximum). The threshold
performance levels for our Rental Services business (10%) and
Employee Engagement targets (5% of the maximum) have not
been met. Whilst we scored strongly on Employee
Engagement, with 87% of employees agreeing that
Rightmove is a great place to work, this was below the
stretching threshold set of 90%.
2020-2022 PSP award
The 2020-22 PSP award was based on underlying basic EPS
growth (75%) and Relative TSR (25%). Underlying basic EPS
was 23.8 pence, reecting growth of over 17%, and being
above the threshold set. Rightmove’s TSR growth was below
the FTSE 350 index and therefore this element will lapse in full.
Overall, 24.8% of the PSP awards granted in 2020 will vest and
be subject to a two-year holding period.
The Committee reviewed the incentive outcomes in the
context of wider Company performance, the shareholder
experience, and the wider stakeholder experience (including
our employees) and considers that these incentive outcomes
are a fair reection of the Group’s performance and therefore
no discretion has been used.
CEO transition
As announced on 21 October 2022, Johan Svanstrom joined
Rightmove on 20 February 2023 as Executive Director and
CEO designate and will be appointed Chief Executive Ocer
on 6 March 2023, succeeding Peter Brooks-Johnson who will
continue to lead the business and support an orderly transition
until after the presentation of the 2022 full-year nancial
results.
The remuneration arrangements for Johan are in line with our
shareholder-approved Policy. There are no changes to the
pension arrangements or to the maximum incentive levels for
Johan (which will remain at 175% of salary for 2023). Johan has
been appointed on a salary of £600,000. Whilst the Committee
recognises that the salary is higher than that of the out-going
CEO, this reects the business context set out earlier in this
letter and is the salary required to recruit a strong candidate in
a competitive recruitment environment. Johan possesses
proven digital and technology experience and has
demonstrated his ability to scale established companies in
comparable marketplaces. The Rightmove strategy is working
and creating value and it was necessary to recruit a candidate
who had the ability to continue to grow the core business in a
changing economic landscape, to innovate and to seek new
opportunities whilst being clear on priorities based on capital
allocation and maintaining levels of return. This salary is
positioned below the lower quartile against the FTSE 51-100.
There are no buyouts associated with this appointment.
Further detail is provided later on in this report.
84 | Rightmove plc | Annual Report 2022
Governance | Directors’ remuneration report
role and time commitment required. Since that point the fee
has only increased in line with the average wider workforce
salary increase to £208,000. The Committee are strongly of
the view that the Chair’s current fee does not appropriately
reect the scope and time commitment expected of his role
and is positioned below the FTSE 51-100 lower quartile.
Taking this into account, the Committee is proposing to
increase the fee from £208,000 to £275,000 to ensure the
individual is paid more appropriately in the broader market
context. The Chair fee remains below the lower quartile of
the FTSE 51-100 and below many of our sector peers.
Shareholder and employee engagement
On behalf of the Committee, I have engaged with investors
holding in total over 60% of Rightmove shares to outline the
Committee’s Policy and remuneration proposals for 2023 and
invited their feedback. Our major shareholders who provided
feedback were largely supportive of the proposals. As part of
the consultation, we claried a number of points with
shareholders such as the fact that we would consult with
shareholders if the bonus and/or PSP headroom is used and
that pension arrangements will continue to be aligned for the
wider workforce.
We have engaged with employees in relation to their pay and
benets at Rightmove, including how it aligns with wider
Company pay policy. The views I have received were shared
with the Committee and indicated that there continues to be a
strong sense that ‘we’re all in it together’ and that employees
enjoy working at Rightmove. Employees reported in a
dedicated consultation session led by me, that reward and
benets were broadly in line with expectations and that the
5% pay increase and one-o cost of living payment made in
October 2022 was appreciated. The Committee will need to
continue to closely monitor employee sentiment and market
conditions in 2023. The Committee has also received feedback
during 2022 on employee sentiment, including on pay, from
employees throughout the year from our Director of People
and Development.
Members of the Committee will be available at the AGM to
answer any questions you may have about Rightmove’s
proposed Remuneration Policy and the application of the
existing policy in 2022.
Lorna Tilbian
Chair of the Remuneration Committee
2 March 2023
The remuneration arrangements for Peter Brooks-Johnson
are in line with our shareholder-approved Policy and
shareholder expectations. The Committee has determined
that in light of Peter’s long service and commitment to
Rightmove, including an orderly handover to the new CEO,
he be treated as a ‘good leaver’ for incentive purposes. All
outstanding incentive awards subject to performance will be
pro-rated for time and subject to the original performance
conditions and time horizons. Peter will not be eligible to
participate in the 2023 bonus scheme or 2023-25 PSP
award. Further detail is provided later on in this report.
2023 approach
The Committee reviewed the CFO’s remuneration
arrangements in the context of the increase in the size and
scope of the business and the increase in the responsibilities of
the role since her appointment to the Board. As set out earlier,
Rightmove has recently extended its activities to include
landlord and tenant referencing (2020) and mortgage referrals
(2021), both of which are regulated by the FCA and require
appropriate compliance frameworks and associated training.
The scope of her role has also been expanded to include
managing new Legal, Compliance, and Procurement teams
as well as to include three of the largest P&L areas within the
‘Other’ revenue stream: Commercial Real Estate, Data
Services and Overseas Listings. Taking all of this into account,
the Committee has increased her salary to £450,000 for 2023.
The Committee has also factored in a number of dierent
reference points including the internal relativities with
individuals below Board and the relatively conservative market
positioning (the salary remains towards the lower end of FTSE
51-100 market practice).
As set out earlier in this letter, the bonus opportunities and PSP
award levels will remain unchanged for 2023 (at 175% of salary
respectively for both Executive Directors). The performance
measures under the bonus will remain largely unchanged,
with 60% based on underlying operating prot and 40% on
strategic and operational KPIs. For 2023 an additional ESG
element has been incorporated, further detail of which is set
out later in this report. The PSP will continue to be based on
EPS (50%) and Relative TSR (50%).
The Committee has also reviewed the fees for the Chair, who
has been in post for three years, in the context of the extended
scope and remit of the business and the role. At appointment
in 2020 the Chair’s fee was set at £200,000 (without the
signicant pre-IPO equity grant and shareholdings of the
previous Chair). This was positioned below market with a view
to reviewing this taking into account the responsibilities of the
Rightmove plc | Annual Report 2022 | 85
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
2022 Financial performance
Pay and performance for 2022
The charts below show the actual remuneration for the Chief Executive Ocer and the Chief Financial Ocer for 2022. The charts
include data for salary, bonus and the LTIP (performance shares) granted in 2020, with a performance period ending on 31 December
2022. The charts exclude data for benets and pensions, details of which can be found in the single remuneration gure table.
Revenue
9%
Direct returns to shareholders
£197.7m
Underlying Operating prot
(1)
6%
Chief Executive Ocer – Peter Brooks-Johnson
0 500 1000 1500 2000 2500
£000
£531 £930
£930
£531 £662 £205
£531
Minimum
Actual
Maximum
Amounts shown in £’000
LTIPBonusSalary
0 500 1000 1500 2000 2500
£000
£406 £710
£710
£406 £506 £112
£406
Minimum
Actual
Maximum
Amounts shown in £’000
LTIPBonusSalary
Chief Financial Ocer – Alison Dolan
Long-term incentive plan performance – 24.8% of maximum
Underlying EPS
(6)
Total Shareholder Return
Underlying earnings per share (EPS)
increased by just over 17% over three
years, resulting in 24.8% of the award
vesting in respect of this element.
This element of the 2020 PSP
awards will lapse in full as relative
three-year TSR performance was
below the FTSE 350 index.
Pence per share
Source: Rightmove
Source: Refinitiv Datastream
The graph shows underlying EPS
(6)
as at 31 December 2022 (23.8p),
compared to as at 31 December in the previous four years.
10.0
13.5
17.0
20.5
24.0
20.3
23.8
21.8
2018 2019 20222020 2021
Underlying basic EPS
(5)
18.3
Value £
Dec 2019 Dec 2020 Dec 2021 Dec 2022
Total shareholder return
Rightmove
FTSE 100
FTSE 350
12.8
This graph shows the value, by 31 December 2022, of £100 invested in
Rightmove on 31 December 2019, compared with the value of £100 invested
in the FTSE 100 and the FTSE 350 Indices on the same date. Although lower
than the FTSE 100 and FTSE 350 indices over the period, and therefore the
TSR element lapsed in full, Rightmove’s TSR has performed better than many
of our sector peers over the same period. Source: Refinitiv Datastream
+7%
+10%
-17%
40
60
80
100
120
140
Underlying EPS
Pence per share
Source: Rightmove
Source: Refinitiv Datastream
The graph shows underlying EPS
(6)
as at 31 December 2022 (23.8p),
compared to as at 31 December in the previous four years.
10.0
13.5
17.0
20.5
24.0
20.3
23.8
21.8
2018 2019 20222020 2021
Underlying basic EPS
(5)
18.3
Value £
Dec 2019 Dec 2020 Dec 2021 Dec 2022
Total shareholder return
Rightmove
FTSE 100
FTSE 350
12.8
This graph shows the value, by 31 December 2022, of £100 invested in
Rightmove on 31 December 2019, compared with the value of £100 invested
in the FTSE 100 and the FTSE 350 Indices on the same date. Although lower
than the FTSE 100 and FTSE 350 indices over the period, and therefore the
TSR element lapsed in full, Rightmove’s TSR has performed better than many
of our sector peers over the same period. Source: Refinitiv Datastream
+7%
+10%
-17%
40
60
80
100
120
140
Total Shareholder Return
Shareholder alignment
Shareholding guidelines
Proportion of variable awards
received in shares
200% of salary for all
Executive Directors
71% of performance-related pay for
2022 was awarded in Rightmove shares
Annual bonus achievement – 71% of maximum
Performance Target Threshold Actual
Bonus %
achieved
Underlying operating prot
(1)
£235m £245m 46%
Market share of trac
relative to our nearest
competitors
(2)
76%
84% 15%
Rental Services business
(3)
170,000
references
161,000
references
0%
Mortgages business
(4)
4,500
Mortgages
in Principle
delivered
7,500 10%
Employee survey respondents
who think ‘Rightmove is a
great place to work’
(5)
90% 87% 0%
(1) Underlying operating prot is dened as operating prot before share-based payments
charges (including the related National Insurance).
(2) Time spent on Rightmove platforms, relative to our nearest competitors (Zoopla.co.uk
and PrimeLocation.com). Comscore MMX® Desktop only + Comscore Mobile Metrix®
Mobile Web & App, Total Audience, Custom-dened list of Rightmove Sites,
RIGHTMOVE.CO.UK, ZOOPLA.CO.UK, PRIMELOCATION.COM.
(3) Quantity of references delivered in the year.
(4) Delivery of Mortgages in Principle’ during 2022.
(5) Based on employee respondents selecting ‘Yes’ in response to the question
“is Rightmove a great place to work” in the annual employee survey.
(6) Underlying earnings per share (EPS): is 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.
Governance | Remuneration at a glance
86 | Rightmove plc | Annual Report 2022
Governance | Directors’ remuneration report continued
Remuneration Policy and 2023 implementation
2023 Policy Implementation in 2023
Base salaries
Executive Directors’ salary increases will not
normally exceed those of the wider workforce.
Increases beyond wider workforce salary increases
(in percentage of salary terms) will only typically be
made where there is a change of incumbent, in
responsibility, experience or a signicant increase
in the scale of the role and/or size, value and/or
scope of the Group.
New CEO base salary: £600,000.
CFO base salary: £450,000 (10.9% increase)
reecting increase in scope of role.
Supporting rationale is provided in the
Remuneration Committee Chair’s letter.
Pension
The approach to pension for Executive Directors is
aligned to that of the wider workforce and will
therefore reect any changes made to that group.
6% of salary pension contribution subject to the
employee contributing a minimum of 3% of salary
(no change to 2022).
Annual bonus
Maximum headroom of 200% of salary, with
40% cash and 60% deferred into Company
shares for two years.
Maximum opportunity of 175% of salary (no
change to 2022).
Deferral in line with the Policy.
Performance measures based on underlying
operating prot (60%); absolute growth in trac,
compared to all our competitors (15%);
referencing volume in Rental Services (10%);
growth in mortgage outcomes (10%); and ESG
based targets (5%).
Performance Share Plan
Maximum headroom of 200% of salary.
Two-year post-vesting holding period.
Award level of 175% of salary (no change to 2022).
Performance measures based on EPS (50%) and
Relative TSR (50%) – no change to 2022.
Malus and Clawback
Malus and clawback provisions apply to annual
bonus, Deferred Share Bonus Plan (DSBP) and PSP
awards. Further detail is provided in the Policy.
n/a
Shareholding Guidelines
200% of base salary. Guideline applies to all Executive Directors.
Post cessation shareholding requirements
A two-year post-employment holding period
applied to share awards granted from 2020, with
100% of the shareholding requirement (or actual
holding, if lower) retained for the rst year, and
50% for the second year.
Post-employment shareholding requirement to
apply to Peter Brooks-Johnson upon him leaving
the Group.
Rightmove plc | Annual Report 2022 | 87
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Remuneration report (unaudited) Introduction
The current Directors’ remuneration policy (the 2020 Policy)
was approved by shareholders at the 2020 AGM. A revised
policy (the 2023 Policy) will be put to a binding shareholder vote
at the 2023 AGM, together with an advisory vote on the annual
report on Directors’ remuneration for remuneration paid
during the 2022 nancial year (Annual Report). The 2023
Policy and the Annual Report (together the Report) set out
below have been prepared in accordance with the Companies
Act 2006, the Large and Medium-sized Companies and
Groups (Accounts and Reports) 2008 (as amended) and The
Companies (Miscellaneous Reporting) Regulations 2018 and
the 2018 UK Corporate Governance Code (the Code).
The parts of the Report which have been audited have
been highlighted.
Key principles
The Remuneration Committee’s key principles are that
Executive remuneration should:
• attract and retain Executive Directors of the quality required
to run the Group successfully and be regarded as fair by both
employees and shareholders;
• be simple to explain, understand and administer;
• be aligned to Company purpose and values and take into
account the remuneration policies and practices of the wider
employee population;
• align the interests of the Executive Directors with the
interests of shareholders and reect the dynamic,
performance-driven culture of the Group;
• support the strategy and promote long-term sustainable
success and reward individuals for the overall success of the
business, measuring and incentivising Executive Directors
against key short and long-term goals; and
• prevent Executive Directors from benetting from short-
term successes, which may not be consistent with growing
the overall value of the business, through the deferral of 60%
of annual bonuses for a further two years after the
performance targets have been achieved, the ve-year time
horizon (3 year performance period and two-year holding
period) under the PSP, and the post-employment
shareholding requirements.
Remuneration report (2023 Policy)
This part of the Report sets out the 2023 Policy.
The 2023 Policy was developed over the course of the year
with input from Remuneration Committee members, other
Non-Executive Directors and management, ensuring that
conicts of interest were suitably mitigated. The Committee
also took into account the pay policies across the Group and
the views of the wider workforce. The Remuneration
Committee Chair engaged directly with employees in relation
to both their pay and benets and Executive remuneration
at Rightmove, and shared their views with the rest of the
Committee. The Remuneration Committee consulted with
shareholders during the year on the proposals and the
feedback received was positive. The Remuneration
Committee also assessed the 2023 Policy for clarity, simplicity,
risk management, predictability, proportionality and alignment
to culture.
The following table (Policy table) provides an overview of the
2023 Policy, which has been designed to reect the principles
described above.
The key changes, with further context provided in the
Remuneration Committee Chair’s letter, to the 2020 Policy
(included in the 2023 Policy) are:
- an increase in the maximum headroom for the Annual Bonus
from 175% to 200% of base salary and an increase in the
maximum headroom for the PSP from 175% to 200% of
base salary to ensure that there is appropriate exibility in the
Policy to take into account further increases in the scale and
scope of the business over the three-year life of the Policy.
This additional headroom will not be used for 2023 with award
levels remaining at 175% of salary;
- the introduction of exibility so that the approach to pensions
for Executive Directors can be changed if the approach is also
changed for the wider workforce; and
- the introduction of exibility for performance measures to be
changed for future awards to best align to the Group’s
strategy and priorities.
88 | Rightmove plc | Annual Report 2022
Governance | Directors’ remuneration report continued
2023 Policy
Element of
remuneration
Purpose and
link to strategy
Operation
Maximum
opportunity
Performance
criteria
Salary
To provide a
base salary
which will
attract and
retain high
calibre
executives to
execute the
Group’s
business
strategy.
Base salaries are normally reviewed
annually. The timing of any change
is at the Remuneration
Committee’s discretion and will
usually be eective from 1 January.
When considering an Executive
Director’s eligibility for a salary
increase, the Remuneration
Committee considers the
following points:
• size and responsibilities of the role;
• increases awarded to the wider
workforce;
• individual and Group performance;
and
• broader economic and inationary
conditions.
Executive Directors’ remuneration
is benchmarked against external
market data periodically. Relevant
market comparators are selected,
which include other companies of
a similar size and scope. The
Remuneration Committee assess
this market data, alongside the
individual’s skills and experience,
performance and internal
relativities.
Directors’ current salaries are
set out in the Annual Report on
Remuneration.
Salary increases will not
normally exceed those of the
wider workforce (in percentage
of salary terms), subject to the
Remuneration Committee’s
consideration of the overall
salary budget, individual and
Group performance and
external economic factors,
including ination.
Increases beyond wider
workforce salary increases (in
percentage of salary terms) will
only typically be made where
there is a change of incumbent,
in responsibility, experience or
a signicant increase in the
scale of the role and/or size,
value and/or scope of the
Group.
The Remuneration Committee
considers both individual and
Group performance in a broad
context when determining base
salary increases and changes in
role (including any temporary role
changes).
Benets
To provide cost-
eective
employee
benets.
The Executive Directors are
enrolled in the Group’s private
medical insurance scheme and
receive life assurance cover equal
to four times base salary.
Additionally, all Executive Directors
are members of the Group’s
medical cash plan.
Executive Directors will be entitled
to receive additional benets
(including tax thereon) on the same
terms as those introduced for the
wider workforce.
Other benets may be provided
based on individual circumstances,
which may include relocation costs
or allowances, travel and
accommodation expenses.
Reimbursed expenses may include
a gross-up to reect any tax or
social security due in respect of
the reimbursement.
The value of benets may vary
from year to year depending on
the cost to the Company,
including where the benets
are provided by third-party
providers.
Not applicable.
Rightmove plc | Annual Report 2022 | 89
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Element of
remuneration
Purpose and
link to strategy
Operation
Maximum
opportunity
Performance
criteria
Pension
To provide a
cost-eective,
long-term
retirement
benet.
The approach to pension for
Executive Directors is aligned to
that of the wider workforce and will
therefore reect any changes
made to that group.
The Group operates a stakeholder
pension plan for employees under
which the Company currently
contributes 6% of base salary
subject to the employee
contributing a minimum of 3% of
base salary.
The Company does not contribute
to any personal pension
arrangements.
Whilst Executive Directors are not
obliged to join, the Company
operates a pension salary
exchange arrangement whereby
they can exchange part of their
salary for Company paid pension
contributions. Where Executive
Directors exchange salary and this
reduces the Company’s National
Insurance Contributions, the
Company credits the full saving to
the executive’s pension.
The Company may introduce a
cash alternative to a pension
contribution where this would be
more tax ecient for the individual.
In line with that available to UK
employees or to participants in
the pension plan in the relevant
country, if dierent. For 2023
this is currently 6% of base
salary.
Not applicable.
90 | Rightmove plc | Annual Report 2022
Element of
remuneration
Purpose and
link to strategy
Operation
Maximum
opportunity
Performance
criteria
Annual bonus
including
Deferred
Share Bonus
Plan (DSBP)
To incentivise
and recognise
execution of the
business
strategy.
Rewards the
achievement of
annual nancial
and operational
objectives.
The annual bonus currently
comprises a cash award (40% of
any bonus earned) and a DSBP
award (60% of any bonus earned).
An alternative proportion of the
annual bonus may be deferred from
time to time, at the Remuneration
Committee’s discretion.
Deferred share awards will vest
after two years and be potentially
forfeitable during that period.
Payments under the annual bonus
plan and deferred share awards
may be subject to malus and/or
clawback in the circumstances
described on page 93.
The Remuneration Committee has
discretion to adjust the formulaic
outturn if it does not produce an
appropriate result for either the
Executive Directors or the Group,
taking account of overall
performance, or because the
formulaic output is inappropriate
in the context of circumstances
that were unexpected or
unforeseen at the start of
the performance period.
200% of base salary.
Maximum opportunity in 2023:
175% of salary.
The bonus is determined by and
based on performance against a
range of key performance
indicators which will be selected
and weighted to support delivery
of Rightmove’s business strategy.
Normally, the majority of the
bonus will be based on nancial
measures, with the remainder
being based on non-nancial/
strategic/personal measures.
Details of the performance
measures that apply for the
current year, together with the
targets set for 2022 and
performance against them is
provided in the Annual Report
on Remuneration.
Up to 25% of the cash and shares
awarded vest for achieving the
threshold performance target,
with a sliding scale for
intermediate performance.
For any strategic or individual
objectives, between 0% and 100%
of maximum may be earned based
on the Remuneration
Committee’s assessment of the
extent to which the relevant
metric or objective has been met.
Governance | Directors’ remuneration report continued
Rightmove plc | Annual Report 2022 | 91
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Element of
remuneration
Purpose and
link to strategy
Operation
Maximum
opportunity
Performance
criteria
Performance
Share Plan
(PSP)
To incentivise
and reward
executives
for the
achievement
of long-term
performance
over the
performance
period (usually
three years)
and align their
interests with
shareholders.
Under the PSP awards of nil cost
options, contingent shares and/or
forfeitable shares may be granted,
which typically vest after three
years (usually subject to continued
service and the achievement of
performance conditions).
PSP awards will normally be subject
to a two-year holding period, to
align the interests of executives
and shareholders.
Dividend equivalents may be
payable on vested shares and will
normally accrue until the rst date
on which the underlying shares
can be acquired. These dividend
equivalents will ordinarily be paid
in shares.
PSP awards may be subject to
malus and/or clawback in the
circumstances described on
page 93.
200% of base salary.
2023 PSP award levels: 175%
of salary.
Awards will vest to the extent that
performance is achieved against
targets over the performance
period (which is normally three
years).
The Remuneration Committee
has discretion to adjust the
formulaic outturn if it does not
produce an appropriate result for
either the Executive Directors or
the Group, taking account of
overall performance, or because
the formulaic output is
inappropriate in the context of
circumstances that were
unexpected or unforeseen at the
start of the performance period.
The Remuneration Committee
normally reviews the performance
measures, weightings, and targets
prior to each grant in line with
business priorities.
Financial targets (which may
include TSR) will usually determine
vesting in relation to at least half of
an award.
Up to 25% of the awards vest for
achieving threshold performance,
100% for maximum performance,
with a sliding scale for
intermediate performance.
All-employee
Sharesave
Plan
Provides all
employees with
the opportunity
to buy shares in
the Company at
a discounted
price with
savings made
over the option
period.
Executive Directors must be invited
to participate on the same terms
as all other employees in the
Group’s Sharesave Plan, on terms
which satisfy the requirements of
tax legislation.
Participation limits are set by
HMRC from time to time.
None.
92 | Rightmove plc | Annual Report 2022
Element of
remuneration
Purpose and
link to strategy
Operation
Maximum
opportunity
Performance
criteria
Share
Incentive Plan
(SIP)
To provide all
employees the
opportunity to
acquire shares in
the Company.
Executive Directors are entitled to
participate in the SIP on the same
terms as all other employees.
The SIP has standard terms which
must satisfy the requirements of
tax legislation.
Whilst a number of types of shares
are available under the SIP currently
only free shares are oered. The
Remuneration Committee may
award free shares to employees,
subject to continued strong
nancial performance. Share
awards will typically be made
annually and will be modest in value.
Participation limits are set by
HMRC from time to time.
None.
Share
ownership
guidelines
To provide
alignment
between the
Executive
Directors and
shareholders.
Executive Directors are normally
required to retain at least half of any
vested share awards (after selling
sucient shares to meet any
exercise price and to pay any tax
liabilities due) until they have met
the shareholding guideline.
The Remuneration Committee
retains the discretion to amend or
disapply the share ownership
guideline in exceptional
circumstances (e.g., ill health).
The Remuneration Committee will
regularly monitor progress towards
the guideline.
Shareholding guideline: 200%
of base salary.
Not applicable.
Post-
cessation
holding
requirements
To provide
alignment
between the
Executive
Directors and
shareholders
post-cessation
of employment.
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. The
Remuneration Committee retains
the discretion to amend or disapply
the post-employment holding
period in exceptional circumstances
(e.g., ill health).
Shareholding requirement:
200% of base salary in the rst
year and 100% of base salary in
the second year (or actual
holding, if lower).
Not applicable.
Governance | Directors’ remuneration report continued
Rightmove plc | Annual Report 2022 | 93
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Element of
remuneration
Purpose and
link to strategy
Operation
Maximum
opportunity
Performance
criteria
Non-
Executive
Directors
To provide a
competitive fee
which will attract
and retain high
calibre
individuals and
reects their
relevant skills
and experience.
The fees for Non-Executive
Directors (including the Company
Chair fee and any additional fees)
are reviewed, and may be increased,
periodically.
The Remuneration Committee will
consider the Chair’s fee, whilst the
Non-Executive Directors’ fee is
considered by the wider Board,
excluding the non-executives.
Fee levels for each role are
determined after considering the
responsibility of the role, the skills
and knowledge required and the
expected time commitments.
The Chair of the Board receives a
xed fee. Other Non-Executive
Directors receive a basic fee.
Additional fees may be payable for
acting as the Senior Independent
Non-Executive Director, as Chair
and/or a member of a committee or
for other additional responsibilities,
on a full or temporary basis.
Periodic benchmarking against
relevant market comparators,
reecting the size and scope of the
role, is used to provide context when
setting fee levels.
Where the normal time
commitment or responsibilities
have been substantially exceeded,
an additional fee may be paid at the
Board’s discretion.
Fees for the Chair and Non-
Executive Directors are set out
in the Annual Report on
Remuneration.
Aggregate maximum fees are
limited by the Company’s
Articles of Association.
Not applicable.
Business
expenses
To reimburse
Directors for
reasonable
business
expenses.
Directors may claim reasonable
business expenses within the terms
of the Group’s expenses policy and
be reimbursed on the same basis as
all employees (including any tax
due). The Group may reimburse
business expenses which are in
future classied as taxable benets
by HMRC.
Expenses vary from year to
year according to each
Director’s responsibilities,
business activity and location.
Not applicable.
Malus and clawback
Annual bonus, DSBP and PSP awards may be subject to malus
and/or clawback in certain circumstances, including a material
misstatement of the Group’s nancial results, fraud or
misconduct, an error in assessing any applicable performance
condition, reputational damage to the Group, corporate failure,
where the behaviour of the participant fails to reect the
governance or values of the Group, circumstances where the
individual has contributed to a serious downturn in the nancial
or operational performance of the Group (PSP only), or where
the Remuneration Committee in its reasonable opinion
determines such action would be appropriate having regard to
any other circumstances that involve the Group and/or the
individual. Malus and clawback is available until the rst
anniversary of the vesting date for of DSBP awards (for both
cash and DSBP bonus awards) and the second anniversary of
the vesting date for PSP awards.
94 | Rightmove plc | Annual Report 2022
Discretions maintained by the Remuneration
Committee in operating the incentive plans
The Remuneration Committee will operate the annual bonus
plan, Deferred Share Bonus Plan, PSP, Sharesave and SIP
(together the Plans) according to the Plans’ respective rules
and appropriate legislation and regulation.
The Remuneration Committee retains and routinely exercises
discretion over the operation and administration of these
Plans, which is consistent with market practice. The discretions
include, but are not limited to:
• the selection of participants in each share plan
(where applicable);
• the timing of a grant of any award and payments;
• the size of an award and/or a payment (within the limits
described above);
• the annual review of performance measures, targets and
weightings for the annual bonus plan and PSP from year
to year;
• the extent to which awards vest, based on the achievement
of pre-approved performance targets;
• applicable exercise or holding periods where relevant; and
• determination of ‘good’/’bad’ leaver status for incentive plan
purposes, based on the rules of each Plan (including the
timing of vesting of awards).
In addition, the Remuneration Committee would exercise
discretion in the following circumstances:
• to deal with a change of control (e.g. the timing of testing
performance targets) or restructuring of the Group;
• to settle share awards or dividend equivalents (in whole or in
part) in cash, if it considers that circumstances apply where it
is appropriate to do so, for example, where there is a
regulatory restriction on the delivery of shares. For the
avoidance of doubt, the default position is that these will be
settled in shares for Executive Directors;
• adjust an annual bonus or PSP vesting outturn if any
formulaic output does not produce an appropriate result for
either the Executive Directors or the Group, taking account
of overall performance, or because the formulaic output is
inappropriate in the context of circumstances that were
unexpected or unforeseen at the start of the performance
period; and
• adjustments (if any) required to share awards in certain
circumstances (e.g. rights issues, corporate restructuring
events and special dividends).
The Remuneration Committee also retains the discretion
under the plan rules to adjust the targets and/or set dierent
measures for the annual bonus and PSP if an event or events
occur (e.g. a material divestment or acquisition) which cause it
to determine that the applicable conditions are no longer
appropriate and an amendment is required so that the
conditions achieve their original purpose and are not materially
less dicult to satisfy.
Notwithstanding the restrictions laid out in the Policy, where
the Company has made a commitment to a Director which:
• was in accordance with the prevailing remuneration policy at
the time that the commitment was made; and/or
• was made before the Director became a Director and, in the
opinion of the Remuneration Committee, the payment was
not in consideration for the individual becoming a Director of
the Company; the Company will continue to give eect to it,
even if it is inconsistent with the Remuneration Policy of the
Company which is in eect at that time.
Selection of performance measures
and how targets are set
The performance measures used for the annual bonus
and PSP are typically derived from the Group’s key
performance indicators.
The Remuneration Committee considers performance
measures and targets around the grant of each award to
ensure that these remain suitable and relevant.
For 2023, the annual bonus is based on a combination of
nancial and non-nancial measures that are aligned to our
business strategy and based on underlying operating prot,
absolute growth in trac market, compared to our
competitors, referencing volume in Rental Services, growth in
mortgage outcomes, and the achievement of ESG based
targets. The 2023 PSP award will continue to be based on EPS
(50%) and Relative TSR against the FTSE 350 index (50%)
ensuring alignment with shareholders.
Targets will typically be set taking into account a number of
internal and external reference points. These may include the
internal business plan, market expectations (including analyst
forecasts), market practice, and the prevailing economic
outlook.
Performance targets do not apply to Sharesave or SIP awards.
To maintain tax-favoured status the awards must operate on a
consistent basis for all employees.
Governance | Directors’ remuneration report continued
Rightmove plc | Annual Report 2022 | 95
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
How the views of employees are taken into account
Members of the Remuneration Committee, along with other
Non-Executive Directors, have actively engaged with
Rightmove employees on a variety of issues. Employee
engagement sessions led by the Non-Executive Directors
(described in the Corporate Responsibility Report) are
interactive and have provided useful insight into employee
concerns and aspirations.
As set out in the Remuneration Committee Chair’s letter,
we have engaged with employees in relation to their pay
and benets at Rightmove, including how it aligns with
wider Company pay policy. The views received were shared
with the Committee and indicated that there continues to
be a strong sense that ‘we’re all in it together’ and that
employees enjoy working at Rightmove. The Committee
has also received feedback during 2022 on employee
sentiment, including on pay, from employees throughout
the year from our Director of People and Development and
takes the ‘Have your Say’ survey results into consideration
when reviewing remuneration proposals.
The Remuneration Committee considered the general
employment terms and benets within the wider workforce
when setting the Executive Directors’ Remuneration Policy.
Remuneration Policy for Executive Directors compared
to other employees
The Remuneration Committee considers the proposed salary
budget, cost of living and discretionary increases for the whole
Group annually when it is deciding on salary increases for
Executive Directors specically.
It is the Group’s strategy to keep remuneration simple and
consistent, benets and pension arrangements provided to
Executive Directors are therefore currently aligned to those
oered to other Group employees.
Annual bonus opportunities vary by the level and type of role
within the Group. The quantum and performance measures
reect the nature of the role and responsibilities and market
rates at that level.
The DSBP Is currently only oered to senior managers as
those awards are more heavily weighted towards
performance-related pay and there is a stronger
connection between the value created for shareholders
and the reward for participants. PSP awards are only granted
to Executive Directors.
All eligible employees can participate in all-employee share
schemes (e.g. SIP) on the same basis, including the Executive
Directors. This provides an opportunity for all employees to
build a shareholding in Rightmove.
Shareholders’ views
The Remuneration Committee considers it vitally important to
maintain clear and open communication with the Company’s
shareholders. In 2023, the Remuneration Committee
consulted major investors representing over 60% of the
Company’s share ownership on the proposed amendments
to the Remuneration Policy. The shareholders consulted
were largely supportive of the 2023 Policy. As part of the
consultation, we claried a number of points with
shareholders such as the fact that we would consult with
shareholders if the bonus and/or PSP headroom is used and
that pension arrangements will continue to be aligned for the
wider workforce.
96 | Rightmove plc | Annual Report 2022
Reward scenarios
The Company’s 2023 Policy outlined above is illustrated below using four dierent performance scenarios: minimum,
on-target, maximum and maximum including 50% share price appreciation. The chart has been shown for the incoming CEO
and the CFO. The out-going CEO has not been included as he will not be eligible for a 2023 annual bonus award or a 2023 PSP
award under this Policy.
Assumptions:
1. Minimum = xed pay only (salary + benets + pension).
2. On-target = 55% payable of the 2023 annual bonus and 62.5% vesting of the 2023 PSP awards being the midpoint between
threshold vesting of 25% and maximum vesting of 100%.
3. Maximum = 100% payable of the 2023 annual bonus and 100% vesting of the 2023 PSP awards.
4. Maximum including 50% share price appreciation = 100% payable of the 2023 annual bonus and 100% vesting of the 2023
PSP awards including 50% share price appreciation.
Base salary is as set at 1 January 2023. The value of taxable benets is based on the cost of supplying those benets (using the
cost as disclosed on page 101) for the year ended 31 December 2022.
The Executive Directors can participate in the Sharesave and SIP on the same basis as other employees. The value that may be
received under these plans is subject to tax approved limits. For simplicity, the value that may be received from participating in
these plans has been excluded from the above charts. Peter Brooks-Johnson has not participated in the SIP. Alison Dolan
participated in the 2022 SIP free share award on the same basis as other employees.
Governance | Directors’ remuneration report continued
Amounts have been rounded to the nearest £1,000.
0
1000
2000
3000
4000
5000
£638
100%
34%
23%
£1,872
£2,738
31%
35%
38%
38%
32%
32%
16%
39%
Chief Executive Officer
Minimum Target Maximum
20%
£3,263
39%
Maximum + share price
appreciation
£478
100%
34%
23%
£1,404
£2,053
31%
35%
38%
38%
32%
32%
16%
39%
Minimum Target Maximum
20%
£2,447
39%
Maximum + share price
appreciation
LTIP
Share price appreciationBonusFixed pay
Chief Finance Officer
£000
Rightmove plc | Annual Report 2022 | 97
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Recruitment and promotion policy
The Remuneration Committee proposes an Executive Director’s remuneration package for new appointments are in line
with the principles outlined in the table below.
Element of remuneration Policy
Base salary
Base salary levels will be set by reference to the role and responsibilities of the individual, together with
their relevant skills and experience, taking into account the market rates for companies of comparable
size and scope and internal Company relativities. In some circumstances (e.g. to reect an individual’s
experience at a listed company board level) it may be considered appropriate to set initial salary levels
above the present incumbent’s to attract the desired calibre of executive and subject to an individual’s
continued performance in the role.
Benets
Benets as set out in the Policy table. Where necessary the Remuneration Committee may approve
the payment of relocation costs to facilitate recruitment, and exibility is retained for the Company to
pay legal fees and other costs incurred by the individual in relation to their appointment.
Pension
Pension arrangements will be in line with the arrangements set out in the Policy table.
Annual bonus
An annual bonus would operate in the same manner as outlined for the current Executive Directors (as
described above and in the Annual Report), although it would normally be pro-rated to reect the
employment period during the bonus year. Flexibility will be retained to set equivalent objectives for
any new executive joining part way through a year.
The maximum bonus potential would not exceed 200% of base salary.
Awards will typically be structured in the same way in terms of a cash award and a DSBP award as for
other Executive Directors.
It would be expected that the bonus for a new appointment would be assessed on the same
performance metrics as that for the current Executive Directors on an ongoing basis. However,
depending on the timing and nature of appointment it may be necessary to set tailored performance
criteria for their rst bonus award.
Long-term incentives
A new appointee will be eligible to receive PSP awards as outlined in the 2023 Policy table.
Share awards may be granted shortly after an appointment (subject to the Company not being in a
closed period) and will normally be measured against the performance criteria applicable for the
current cycle. However, any award granted outside the normal award and performance cycle may be
pro-rated at the Remuneration Committee’s discretion. The two year post-vesting holding period will
usually apply to new Executive Directors.
The ongoing maximum award would not exceed 200% of base salary.
For an internal hire, total awards in respect of any year would not exceed the maximum award limit.
The new appointment would be eligible to participate in the Sharesave and the SIP under the same
terms as all other employees.
Buy-out awards
To facilitate an external appointment, it may be necessary to buy-out remuneration which would be
forfeited on an individual leaving their previous employer or prior to taking up the new role. When
determining the quantum and structure of any buy-out awards the Remuneration Committee will, as a
minimum, take into account the following factors:
• the form of remuneration (cash or shares);
• timing of expected payment/vesting of pre-existing awards; and
• expected value (i.e. taking into account the likelihood of achieving the existing performance criteria).
Buy-out awards, if provided, will be granted using the Company’s existing share plans to the extent
possible, although awards may also be granted outside of these plans if necessary and as permitted
under the Listing Rules. Buy-out awards will not be subject to the annual bonus and long-term
incentives limits set out above.
Other elements may be included in the following circumstances: i) an interim appointment being made to ll an Executive Director role on a
short-term basis; ii) if exceptional circumstances require that the Chair or a Non-Executive Director takes on an executive function on a
short-term basis; iii) if an Executive Director is recruited at a time in the year when it would be inappropriate to provide an incentive for that
year as there would not be sucient time to assess performance. Subject to the limit on variable remuneration set out above, the quantum
in respect of the months employed during the year may be transferred to the subsequent year so that reward is provided on a fair and
appropriate basis.
98 | Rightmove plc | Annual Report 2022
Directors’ service contracts and Non-Executive
Directors’ terms of appointment
Executive Directors’ service agreements have no xed terms
and provide for 12 months’ notice of termination by the
Company and by the Executive Directors. Any proposals for the
early termination by the Company of the service agreements of
Directors are considered by the Remuneration Committee.
The service agreements for the Executive Directors allow for
lawful termination of employment by making a payment in lieu
of notice or by making phased payments over any remaining
unexpired period of notice. The phased payments may be
reduced if, and to the extent that, the executive nds
alternative employment.
In addition, any statutory entitlements or sums to settle or
compromise claims in connection with the termination would
be paid as necessary. The Company may also provide a
contribution toward reasonable legal fees, outplacement
services or, if appropriate, repatriation expenses and continue
to provide appropriate benets (for example medical insurance),
if considered appropriate by the Remuneration Committee.
The Executive Directors are entitled to a payment in lieu of
notice, restricted to base salary and benets. In ‘good leaver’
circumstances, a bonus may be paid at the normal time subject
to achievement of the performance conditions and will
normally be pro-rated for the period worked in the year.
For awards granted under the DSBP, ‘good leaver’ status may
be determined for reasons of death, injury, disability,
redundancy, transfer or sale of the employing company or in
other circumstances at the discretion of the Remuneration
Committee. If dened as a ‘good leaver’, awards will be retained
and vest on the original vesting date, except in the event of
death, when the Remuneration Committee has the discretion
to accelerate vesting.
For awards granted under the PSP, ‘good leaver’ status may
be determined in certain prescribed circumstances, such as
death, ill health, disability, redundancy, transfer or sale of the
employing company, or in other circumstances at the
discretion of the Remuneration Committee. If dened as a
‘good leaver’, awards will remain subject to performance
conditions over the original performance period and pro-rated
for time, unless the Remuneration Committee determine to
assess performance to the date of cessation (which will be
reduced pro-rata to reect the proportion of the performance
period actually served). The Remuneration Committee retains
the discretion to disapply time pro-rating in exceptional
circumstances and to accelerate the vesting of awards
for ‘good leavers’ in the event of death. PSP awards in the
holding period will normally continue on their original terms.
The holding period will cease to apply in certain circumstances
(e.g. death).
The Chair’s appointment may be terminated by either party
giving to the other not less than three months’ notice in writing.
The Company may also terminate the appointment by making
a payment in lieu of notice.
Letters of Appointment for Non-Executive Directors provide
for a term of up to two three-year periods and a possible
further three-year term (subject to annual re-election by
shareholders and subject to the Director remaining
independent). The appointments may be terminated with a
notice period of three months on either side. Letters of
Appointment set out the time commitments required to
meet the expectations of Directors’ roles, including additional
commitments required to chair Board Committees.
Copies are available from the Company Secretary.
Governance | Directors’ remuneration report continued
Rightmove plc | Annual Report 2022 | 99
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Further details of all Directors’ contracts and Letters of Appointment are summarised below:
Date of contract/ Notice Length of service at
Date of appointment Letter of Appointment (months) 2 March 2023
Executive Directors
Peter Brooks-Johnson
(1)
10 January 2011 22 February 2011 12 12 years 1 month
Johan Svanstrom 20 February 2023 20 October 2022 12 12 days
Alison Dolan 7 September 2020 3 August 2020 12 2 years 5 months
Non-Executive Directors
Andrew Fisher (Chair) 1 January 2020 21 November 2019 3 3 years 2 months
Jacqueline de Rojas 30 December 2016 10 October 2016 3 6 years 2 months
Rakhi Goss-Custard 28 July 2014 28 July 2014 3 8 years 7 months
Andrew Findlay 1 June 2017 9 May 2017 3 5 years 9 months
Lorna Tilbian 1 February 2018 18 January 2018 3 5 years 1 month
Amit Tiwari 1 June 2019 15 May 2019 3 3 years 9 months
(1) Peter Brooks-Johnson joined the Group on 9 January 2006 and was appointed to the Board on 10 January 2011. His service with the Group at the date of this report is
18 years and 1 month.
External appointments
With the approval of the Board in each case, Executive Directors may accept one external appointment as a non-executive
director of another listed or similar company and retain any fees received.
In 2018, Peter Brooks-Johnson was appointed as a Non-Executive Director of Adevinta ASA, the international online
classieds operation, which is listed on the Oslo Børs. Peter received a director’s fee of 994,500 Norwegian Krone from
Adevinta for the year to 31 December 2022 (2021: 842,500 Norwegian Krone).
Annual Report on Remuneration
Remuneration Committee purpose and membership
Terms of reference
The Committee is primarily responsible for making
recommendations to the Board on the Company’s overall
remuneration policy and framework, setting the remuneration
of the Chair, Executive Directors and the Senior Leadership
Team. The Committee’s primary objective in formulating and
applying the Remuneration Policy is the 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 2022:
• Lorna Tilbian (Chair of the Committee)
• Jacqueline de Rojas
• Rakhi Goss-Custard
The Committee met six times during 2022 and attendance
at meetings is shown in the Corporate Governance Report.
The Committee meets as necessary, but normally at least 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.
100 | Rightmove plc | Annual Report 2022
External advisors
Deloitte LLP (Deloitte) is the Committee’s remuneration
advisor. Deloitte is a founding member of the Remuneration
Consultants Group and adheres to its code in relation to
executive remuneration consulting.
In 2022, the Company paid fees of £37,250 to Deloitte in
respect of work and advice which was of material assistance to
the Committee. The Committee keeps its relationship with
external advisors under review and is 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 2022 included:
Pay and incentive plan reviews
- annual review and approval of Executive Directors’ base
salaries and benets;
- annual review of Group pay and the awarding of a 5% cost-of-
living pay increase to all employees, brought forward to
October 2022, and a £1,000 one o cost-of-living payment
(one o payment not accepted by the Executive Directors or
the Senior Leadership Team);
- review of 2022 business performance against relevant
performance targets to determine annual bonus payments
and vesting of long-term incentives;
- review and approval of appropriate benchmarks and
performance measures for the annual performance-related
bonus, DSBP awards and 2023 PSP awards to ensure
measures are aligned with strategy and that targets are
achievable and appropriately stretching;
- approval of share awards, granted in March 2022 under the
DSBP and the PSP;
- ongoing monitoring of remuneration for the Senior
Leadership Team: and
- investor consultation and recommendation of the 2023
Remuneration Policy.
Governance and strategy
- review of the 2022 AGM voting and feedback from
institutional investors;
- shareholder consultation on the 2023 Remuneration Policy;
- review and approval of the Directors’ Remuneration Report;
- evaluation of the Committee’s performance during the year;
and
- review of the Committee’s terms of reference.
Remuneration Policy
In formulating the 2023 Remuneration Policy, the Committee
considered the following principles recommended in the Code:
• Clarity – the Policy is designed to allow our remuneration
arrangements to be structured in a way that clearly supports
the 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.
The Committee has the discretion to reduce variable pay
outcomes where these are not considered to represent
overall Group performance or the shareholder experience.
Over half (60%) of bonus awards are deferred into shares, and
vested shares under the LTIP must be retained for a further
two years, ensuring that Executive Directors are motivated to
deliver longer-term sustainable performance.
• Predictability – the Committee considers the impact of
various performance outcomes on incentive levels when
determining overall executive pay levels.
• Proportionality – a substantial portion of the package
comprises performance based reward, linked to the delivery
of strong Group performance and the achievement of key
strategic objectives. The Committee will use its discretion
where required to ensure that performance outcomes are
appropriate.
• Alignment to culture – in determining executive
remuneration policies and practices, the Committee
considers the overall remuneration framework for our
wider workforce as part of its review, including employee
engagement and satisfaction levels, succession plans
including diversity, to ensure executive remuneration is
aligned to Rightmove’s culture.
Governance | Directors’ remuneration report continued
Rightmove plc | Annual Report 2022 | 101
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Annual Report on Remuneration
Directors’ remuneration
This section of the report sets out how the 2020 Policy was applied in 2022, along with changes in Directors’ share interests
during 2022. Information that is audited is clearly indicated.
Directors’ Single Figure Remuneration Tables (audited)
The remuneration of the Directors of the Company during 2022 for time served as a Director is as follows:
Fixed Pay Performance-related pay
Salary/fee
£
Benets
(1)
£
Pension
(2)
£
Fixed pay
subtotal
£
Annual
bonus
(3)
£
Long-term
incentives
(4)
£
Variable pay
subtotal
£
Total
remuneration
in 2022
£
Executive Directors
Peter Brooks-Johnson 531,196 2,106 – 533,302 661,872 204,600 866,472
1,399,774
Alison Dolan 405,717 1,297 24,343 431,357 505,525 112,006 617,531
1,048,888
Non-Executive Directors
(5)
Andrew Fisher 208,060
– –
208,060
– – –
208,060
Jacqueline de Rojas 67,516 – – 67,516 – – –
67,516
Rakhi Goss-Custard 57,217 – – 57,217 – – –
57,217
Andrew Findlay 72,821 – – 72,821 – – –
72,821
Lorna Tilbian 72,821 – – 72,821 – – –
72,821
Amit Tiwari 57,217 – – 57,217 – – –
57,217
(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 2022 including the deferred element (60% of
the annual bonus is deferred in shares with a two-year vesting period).
(4) The value of the long-term incentives includes nil cost PSPs where vesting is calculated by taking the number of nil cost options expected to vest on 17 September 2023
(including dividend roll-up), which are subject to the three-year performance period, ending on 31 December 2022, multiplied by the average share price for the three months
ending 31 December 2022 of £5.18. No amount of the PSP value disclosed in the single gure table above is attributable to share price appreciation.
(5) The basic fee for all Non-Executive Directors (excluding the Chair) in 2022 was £57,217, Committee Chairs (excluding Nomination Committee) received an additional fee of
£15,605, and the Senior Independent Director received an additional fee of £10,300. The Chair’s fee was £208,060.
102 | Rightmove plc | Annual Report 2022
The remuneration of the Directors of the Company during 2021 (audited) was:
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 – 517,896 758,115 348,082 1,106,197
1,624,093
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 has been restated for vested awards and includes:
- nil cost PSPs where vesting is calculated by taking the number of nil cost options which vested on 6 March 2022 (including dividend roll-up), which are subject to the three-
year performance period, ending on 31 December 2021, multiplied by the vesting date closing share price of £6.33, and the capital gain of £7,055 on the CEO’s Sharesave
option which vested on 1 November 2021, which reects the dierence between the option grant price of £3.89 and £6.94, being the share price on the date of vesting.
- 29% of the PSP value disclosed in the single gure table is attributable to share price appreciation.
(5) The basic fee for all Non-Executive Directors (excluding the Chair) in 2021 was £55,550, Committee Chairs (excluding Nomination Committee) received an additional fee of
£15,150, and the Senior Independent Director received an additional fee of £10,000. The Chair’s fee was £202,000.
.
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
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 994,500 Norwegian Krone from Adevinta for the year to
31December 2022 (2021: 842,500 Norwegian Krone).
How was pay linked to performance in 2022?
Annual bonus plan
The incentive for the nancial year ended 31 December 2022 was in the form of a cash bonus of up to 70% of salary and a
DSBP bonus of up to 105% of salary (i.e. 175% in total awarded under the 2020 Policy). The bonus, both cash and DSBP
elements, was determined by a mixture of operating prot performance (60%) and key performance indicators (40%) relating
to underlying drivers of long-term revenue growth.
When comparing performance against the 2022 bonus targets set, the Committee determined that 71% of the maximum
achievable cash and DSBP bonus should be paid to the Executive Directors in March 2023. Accordingly, a cash bonus of
50% of base salary (out of a maximum of 70%) will be paid to the executives and 75% of base salary (out of a maximum
of 105%) will be granted to the Executive Directors under the DSBP, which will be deferred until March 2025.
Governance | Directors’ remuneration report continued
Rightmove plc | Annual Report 2022 | 103
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
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)
2022 underlying operating prot:
• £235m: 25% payout
• £250m: 100% payout
60% Underlying operating prot
achieved: £245.4m
46%
Strategic targets
Trac market share
(2) (3)
Rightmove’s trac market share,
compared to all other property portals
(measured as time on site by Comscore):
• 76%: 25% payout
• 81%: 100% payout
15% Rightmove’s trac market share
compared to all other property
portals in 2022 was 84%
15%
Rental Services
Delivery of tenant references:
• 170,000 references: 25% payout
• 220,000 references: 100% payout
10% The Rental Services business
delivered 161,000 references in
2022
0%
Mortgages business
Delivery of Mortgages in Principle (MiP):
• 4,500 MiPs: 25%
• 7,000 MiPs : 100%
10% The Mortgage business delivered
7,500 MiPs in 2022
10%
Employee
engagement
(4)
Percentage of respondents to the
employee survey who say ‘Rightmove is
a great place to work’:
1. 90%: 25% payout
2. 95%: 100% payout
5%
87% of respondents agree
‘Rightmove is a great place to work’
0%
Total 100% 71%
(1) Underlying operating prot is dened as operating prot before share-based payments charges (including the related National Insurance)
(2) Time spent on Rightmove platforms, relative to our nearest competitors (Zoopla.co.uk and PrimeLocation.com). Comscore MMX® Desktop only + Comscore Mobile
Metrix® Mobile Web & App, Total Audience, Custom-dened list of Rightmove Sites, RIGHTMOVE.CO.UK, ZOOPLA.CO.UK, PRIMELOCATION.COM
(3) In January 2022, the extent of the beaconing from Rightmove to the external tracking mechanism was modied, which impacted the analysis, leading to Rightmove’s share
dropping to 83.1%. The Remuneration Committee adjusted the targets to take that into account, whilst ensuring that the adjusted targets were no harder or easier to satisfy.
(4) Based on the results of the annual employee engagement survey.
104 | Rightmove plc | Annual Report 2022
Long-term incentives vesting during the year
The PSP awards granted to Peter Brooks-Johnson and Alison
Dolan in September 2020 were subject to underlying EPS
(1)
(75% of the awards) and relative TSR (25% of the awards)
performance conditions that related to the three-year period
ended 31 December 2022. The vesting schedule for the
relative TSR element of the 2020 PSP awards is set out below:
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
-16.4% compared to 6.2% for the FTSE 350 Index. This
performance is below the Index and therefore this part of
the PSP award will lapse in full.
Rightmove’s underlying EPS growth is measured over a period
of three nancial years (2020 to 2022); the vesting schedule is
set out below:
Underlying EPS
(1)
growth from
2020 to 2022
% of award vesting
(maximum 75%)
Less than 14% 0%
14% 18.75%
44% 75%
Between 14% 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.
At the end of the performance period, underlying EPS was
23.8p which is 17.2% higher than underlying EPS of 20.3p for
the base year 2019. Therefore, 24.8% of the award will vest
on 17 September 2023 and will be exercisable following a
two-year holding period, on 17 September 2025.
The 2020 PSP award was made after the share price had
recovered in 2020 and was at a higher share price than the
2019 PSP awards, therefore there are no ‘windfall gains’
associated with this award.
Share awards granted during the year (audited)
On 2 March 2022 Peter Brooks-Johnson and Alison Dolan
were awarded shares under the PSP, which vest in March 2025
and are exercisable from March 2027. The awards are subject
to a mixture of EPS (50% of the awards) and TSR relative to
the FTSE 350 Index (50% of the awards).
Executive Director
Basis of
grant
Number
of shares
Face value
ofaward
(1)
Peter Brooks-Johnson 175% of
base salary
136,689 £902,517
Alison Dolan 175% of
base salary
104,400 £689,325
(1) Based on the average mid-market share price for the three consecutive days prior
to grant, taken from the Daily Ocial List, of £6.60.
The vesting schedule for the relative TSR element of Executive
Directors’ 2022 PSP awards is set out below. It is consistent
with the TSR condition used for previous grants under the
share option plan and will be assessed against the FTSE 350
Index. Performance will be measured over three 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 (2022-2024). 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 2022:
Underlying EPS
(1)
growth from
2022 to 2024
% 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.
The benchmark underlying EPS for the nancial year 2021
from which these targets will be measured is 21.8p.
Governance | Directors’ remuneration report continued
Rightmove plc | Annual Report 2022 | 105
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Share-based incentives held by the Executive Directors and not exercised as at 31 December 2022 (audited)
Date granted
Share–based
incentives held
1 January 2022
Granted/dividend
roll–up
Exercise price
Exercised
Average share price
at date of exercise
Lapsed
(5)
Share–based
incentives held at
31December 2022
Vesting date
Expiry date
Executive Directors
Peter Brooks–Johnson
01/10/2018
(Sharesave)
2,313
(1)
– £3.89 2,313 £6.56 –
–
01/11/2021 30/04/2022
06/03/2019
(PSP)
204,746 1,250 £0.00 – – 153,560
52,436
06/03/2022 05/03/2024
04/03/2020
(DSBP)
39,282
(2)
– £0.00 39,282 £5.54 –
–
04/03/2022 03/03/2023
17/09/2020
(PSP)
143,034 – £0.00 – – –
143,034
17/09/2023 17/09/2027
30/09/2020
(Sharesave)
1,754 – £5.13 – – –
1,754
01/11/2023 30/04/2024
03/03/2021
(PSP)
153,062 – £0.00 – – –
153,062
03/03/2024 03/03/2028
03/03/2021
(DSBP)
16,989 – £0.00 – – –
16,989
03/03/2023 03/03/2024
02/03/2022
(PSP)
– 136,689
(3)
£0.00 – – –
136,689
02/03/2025 03/03/2029
02/03/2022
(DSBP)
– 68,891
(4)
£0.00 – – –
68,891
02/03/2024 02/03/2025
Total 561,180 206,830 – 41,595 – 153,560 572,855
106 | Rightmove plc | Annual Report 2022
Date granted
Share–based
incentives held
1 January 2022
Granted/dividend
roll–up
Exercise price
Exercised
Average share price
at date of exercise
Lapsed
(5)
Share–based
incentives held at
31December 2022
Vesting date
Expiry date
Alison Dolan
17/09/2020
(PSP)
84,970 – £0.00 – – –
84,970
17/09/2023 17/09/2027
30/09/2020
(Sharesave)
3,508 – £5.13 – – –
3,508
01/11/2023 30/04/2024
03/03/2021
(PSP)
116,906 – £0.00 – – –
116,906
03/03/2024 03/03/2028
03/03/2021
(DSBP)
4,192 – £0.00 – – –
4,192
03/03/2023 03/03/2024
02/03/2022
(PSP)
– 104,400
(3)
£0.00 – – –
104,400
02/03/2025 02/03/2029
02/03/2022
(DSBP)
– 52,618
(4)
£0.00 – – –
52,618
02/03/2024 02/03/2025
21/12/2022
(SIP)
– 500 £0.00 – – –
500
21/12/2025
–
Total 209,576 157,518 – – – – 367,094
(1) In September 2018, Peter Brooks-Johnson was granted Sharesave options over 2,313 shares which vested in November 2021 at an exercise price of £3.89. Peter Brooks-
Johnson exercised the option on 4 April 2022 and sold all the shares at £6.56.
(2) The deferred shares granted under the DSBP on 4 March 2020 vested in March 2022. Peter Brooks-Johnson exercised the nil cost option over 39,282 shares on 23
November 2022 and sold all the shares at an average market price of £5.54 per share.
(3) On 2 March 2022 the Executive Directors were awarded nil cost performance shares under the PSP, which vest in 2025 and are exercisable from March 2027. The average
mid-market share price for the three consecutive preceding days, used to calculate the number of shares awarded, was £6.25.
(4) On 2 March 2022, the Executive Directors were awarded nil cost deferred shares under the DSBP, which vest in March 2024. The average mid-market share price for the three
consecutive preceding days, used to calculate the number of shares awarded, was £6.25.
(5) As a result of leaving Rightmove, Peter Brooks-Johnson forfeited a pro-rated number of options on the PSP schemes as follows; 2021 PSP 33,019 options (resulting in
retained options of 120,043), 2022 PSP 75,148 options (resulting in retained options of 61,541).
Dilution (audited)
All existing Executive share-based incentives can be satised from shares held in the Rightmove Employees’ Share Trust
(EBT) and shares held in treasury. It is intended that the 2023 share-based incentive awards will also be settled from shares
currently held in the EBT or from shares held in treasury without any requirement to issue further shares.
During 2022, treasury shares were used to satisfy DSBP and PSP exercises of 295,250 shares, representing 0.04% of the
issued share capital (less treasury shares) as at 31 December 2022.
.
Governance | Directors’ remuneration report continued
Share-based incentives held by the Executive Directors and not exercised as at 31 December 2022 (audited) continued
Rightmove plc | Annual Report 2022 | 107
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Directors’ interests in shares (audited)
The benecial and family interests of each person who served as a Director during 2022 in the share capital of the Company were
as follows:
Interests in ordinary shares of 0.1p Interests in share-based incentives
At
31 December2022
At
1 January 2022
PSP & DSBP
awards
(unvested)
PSP & DSBP
Awards
(vested but
unexercised)
SAYE awards
(vested but
unexercised)
Options
(unvested)
Executive Directors
Peter Brooks–Johnson
2,017,302
2,017,302
518,665
(1)
52,436 – 1,754
Alison Dolan
–
– 363,086 – – 4,008
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 2,044,622
881,751
52,436 – 5,762
(1) The PSP and DSBP unvested awards include shares that will lapse due to pro-rating of awards when Peter Brooks-Johnson leaves Rightmove.
- The Company’s shares in issue (including 12,185,222 shares held in treasury) as at 31 December 2022 was 837,401,085
ordinary shares of 0.1p each (2021: 859,678,232 ordinary shares of 0.1p each).
- The closing share price of the Company was £5.11 as at 31 December 2022. The lowest and highest share prices during the
year were £4.45 and £7.91 respectively.
- The Executive Directors are regarded as being interested, for the purposes of the Act, in 1,375,963 ordinary shares of 0.1p each
(2021: 1,158,418 ordinary shares of 0.1p each) in the Company held by the EBT at 31 December 2022 as they are, together with
other employees, potential beneciaries of the EBT.
- The Directors’ benecial holdings represented 0.24% of the Company’s shares in issue as at 31 December 2022 (2021: 0.24%),
excluding shares held in treasury.
- There have been no changes to the share interests of continuing Directors between the year-end and the date of this report.
Share ownership guidelines (audited)
Executive Director share ownership guidelines are set out in the Remuneration Policy on the Company’s website. The interests
of the Executive Directors in oce at 31 December 2022 in the share capital of the Company as a percentage of base salary were
as follows:
Base salary
1 January 2023
Number of
shares held
benecially at
31 December 2022
Number of
vested,
unexercised
share awards
Value of
shares at
31 December 2022
(1)
Value of
shares as a %
of base salary
Guideline met
(200% of salary)
Executive Directors
Peter Brooks–Johnson
£531,196
2,017,302 52,436 £10,593,610 1994% Yes
Alison Dolan
£450,000
– – £131,888 29% No
(2)
(1) Based on the closing share price on 31 December 2022: £5.11 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.
108 | Rightmove plc | Annual Report 2022
Payments to past Directors and payments for loss of oce
There were no payments to past Directors for loss of oce during 2022.
Details of outstanding share awards for Robyn Perriss, our former Finance Director who stepped down from the Board on
30 June 2020 are detailed below. Outstanding awards vested in line with performance conditions for the PSP and the normal
vesting dates for DSBP and PSP awards.
Rightmove Performance Share Plan (PSP)
Unvested PSP awards were pro-rated for time elapsed from the date of grant to 30 June 2020 and vested on the original vesting
dates. Details of the 2019 PSP award, which was prorated for time and 25% performance, vested in 2022 and was exercised at a
market value of £6.55. Details are set out in the table below.
Award Date
Performance
Period
Normal
Vesting Date
Award
(number of shares)
Pro-rated award
(number of shares)
6 March 2019 1 January 2019 to
31December 2021
6 March 2022 147,056 16,738
(1)
All awards are subject to EPS and TSR performance conditions on vesting before dividend roll-up is applied.
(1) Pro-rated by 16/36 for time elapsed from grant and by 25% for performance including 399 shares for dividend roll up.
Rightmove Deferred Share Bonus Plan (DSBP)
DSBP awards granted in respect of prior years’ performance vested in full on the original vesting dates.
Award Date Performance Period Normal Vesting Date Award (number of shares)
4 March 2020 1 January 2019 to 31 December 2019 4 March 2022 28,213
(1) The deferred shares granted under the DSBP on 4 March 2020 vested in March 2022. Robyn Perriss exercised the nil cost option over 28,213 shares on 1 August 2022 and
sold all the shares at an average market price of £6.55 per share
Governance | Directors’ remuneration report continued
Rightmove plc | Annual Report 2022 | 109
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
TSR Graph – ten years
Dec 18
Dec 19
Dec 20
Dec 21
+23%
+26%
+88%
Source: Thomson Reuters
Source: Refinitiv Datastream
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 2022, of £100 invested in Rightmove on 31 December 2012,
compared with the value of £100 invested in the FTSE 100 and the FTSE 350 Indices on a daily basis.
Dec 14
Dec 13
Dec 12
Dec 15
Dec 16
Dec 17
Dec 20
Dec 21
Dec 22
Dec 19
Dec 18
+87%
+299%
60
80
100
120
140
160
180
200
0
100
200
300
400
500
600
700
+85%
CEO transition
As announced on 21 October 2022, Johan Svanstrom joined Rightmove on 20 February 2023 as Executive Director and CEO
designate and will be appointed Chief Executive Ocer on 6 March 2023, succeeding Peter Brooks-Johnson who will continue to
lead the business and support an orderly transition until after the presentation of the 2022 full year nancial results.
The remuneration arrangements for Johan are in line with our shareholder-approved Policy. Johan has been appointed on a
salary of £600,000, the rationale of which is provided in the Remuneration Committee Chair’s letter. His pension arrangement will
be in line with those available to the wider workforce. The 2023 maximum incentive levels for Johan will be 175% of salary, in line
with the 2022 out-going CEO levels. There are no buy-outs associated with this appointment.
The remuneration arrangements for Peter Brooks-Johnson are in line with our shareholder-approved Policy and shareholder
expectations. He will continue to receive his base salary and other contractual benets to his leaving date and there is no Payment
in Lieu of Notice (PILON) payable or other payments for loss of oce.
The Committee has determined that in light of Peter’s long service and commitment to Rightmove, including an orderly handover
to the new CEO, he will be treated as a ‘good leaver’ for incentive purposes. As he will be employed for the full 2022 nancial year,
he was eligible for a bonus in line with the original terms and performance conditions and subject to the deferral, and the 2020-22
PSP has been assessed in the normal way and subject to the holding period. All deferred bonus shares (85,880 shares) will
continue on their original terms and be released on the normal release dates. All other outstanding PSP awards (485,221 shares)
will be subject to the original terms, including the holding period, and, for those awards in the performance period, be pro-rated for
the period to his leaving date. He will not be eligible to participate in the 2023 annual bonus plan or the 2023-25 PSP.
A two-year post-employment holding period will apply in line with our Policy.
Total shareholder return (TSR)
The graph below compares the TSR of Rightmove’s shares against the FTSE 100 Index and the FTSE 350 Index for the ten-year
period from 1 January 2012 to 31 December 2022. TSR is the product of movements in the share price plus dividends reinvested
on the ex-dividend date. It illustrates the value of £100 invested in Rightmove’s shares and in the FTSE 100 Index and the FTSE
350 Index over that period.
As required by the Act, the Company’s TSR performance is shown against a recognised broad-based share index; the FTSE 100
and the FTSE 350 indices are both considered appropriate comparators.
110 | Rightmove plc | Annual Report 2022
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.
The total 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)
2022 Peter Brooks-Johnson 1,399,774 71% 26%
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%
(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
Chief Executive 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 2021 and 2022, 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 2021 and 2022 between 2020 and 2021 between 2019 and 2020
Salary or fees Benets Bonus Salary or fees
(7)
Benets Bonus Salary or fees
(7)
Benets Bonus
Peter Brooks-Johnson 3.0% (3.0%)
(12.7%)
8.0% (2.4%) 358.6% (4.6%) (7.6%) (83.7%)
Alison Dolan
(1)
3.0%
100% (12.7%)
217.4% 1,112% 1,319.5%
Robyn Perriss
(2)
(17.8%) (12.4%) (91.9%)
Andrew Fisher
(3)
3.0% 8.0% 1.1%
Jacqueline de Rojas
(4)
3.0% 16.9% (3.6%)
Andrew Findlay 3.0% 8.0% (6.4%)
Rakhi Goss-Custard 3.0% 8.0% (6.4%)
Lorna Tilbian
(5)
3.0% 8.0% 1.3%
Amit Tiwari
(6)
3.0% 8.0% 60.4%
Employees 2.4% 1.9% 34.4% 6.2% 7.8% (4.3%) (0.8%) (4.1%) 33.3%
(1) Alison Dolan, CFO, was appointed to the Board on 7 September 2020 and has no prior year earnings from Rightmove.
(2) Robyn Perriss, Finance Director, stepped down from the Board on 30 June 2020 and received her salary and benets to the end of her notice period on 8 November 2020.
(3) Andrew Fisher joined the Board as Chair on 1 January 2020 the uplift in his fee for 2020 is in comparison to the outgoing Chair’s fee of £185,000 for 2019.
(4) The fee for our Senior Independent Director, Jacqueline de Rojas, increased from £5,000 to £10,000 per annum from January 2021. Her Non-Executive Director fee
increased by 1%, which applied to all Group employees’ salaries.
(5) Lorna Tilbian was appointed Chair of the Remuneration Committee in May 2019, the uplift in 2020 reects the full year’s fee earned in 2020.
(6) Amit Tiwari joined the Board on 1 June 2019, the uplift in 2020 reects the full year’s fee earned in 2020.
(7) All directors volunteered a 20% reduction in their salaries and fees for four months from April to July 2020.
Governance | Directors’ remuneration report continued
Rightmove plc | Annual Report 2022 | 111
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
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 (as at 31 December 2022) 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.
The Company believes the median pay ratio is consistent with the pay, reward and progression policies for the Company’s UK
employees taken as a whole. The pay ratio has decreased between 2021 and 2022 as more of the CEO’s pay is performance linked.
All employees
Year 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
2022 Option A 1,399,774
(2)
30,844 56,394 81,168 46 24 17
2021 Option A 1,673,673 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) For 2022, the salary component of total pay and benets was £25,522 at the 25th percentile, £52,525 at median, and £66,301 at the 75th percentile.
Relative importance of the spend on pay
The table below shows the total pay for all Rightmove’s employees compared to other key nancial indicators.
Additional information on the number of employees, total revenue and operating prot has been provided for context.
Year ended
31 December 2022
Year ended
31 December 2021 % change
Employee costs (refer Note 6)
£45,474,000
£37,974,000 29%
Dividends paid to shareholders (refer Note 11)
£67,679,188
£64,494,000 5%
Purchase of own shares (refer Note 21)
£129,980,976
£174,369,000 (25%)
Income tax (refer Note 9)
£45,601,000
£42,555,000 7%
Average number of employees (refer Note 7)
(1)
647
572 13%
Revenue
£332,622,000
£304,886,000 9%
Operating prot
£241,343,000
£226,100,000 7%
(1) The average number of employees includes Executive Directors and Group employees.
Application of Policy for the year ending
31 December 2023
Salaries
The Executive Directors’ salaries for the 2023 nancial year are
set out in the table below:
Salary
1 January 2023
Salary
31 December 2022 Change
Executive Directors
Peter Brooks-Johnson
£531,196
£531,196 0%
Alison Dolan
£450,000
£405,717 11%
Johan Svanstrom
£600,000*
– –
There is no proposed salary increase for Peter Brooks-Johnson
given that he is stepping down from the Board on 6 March 2023.
The context behind the new CEO’s salary is outlined earlier in
this report. The rationale for the CFO’s salary increase is also
outlined earlier in this report.
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.
*salary on appointment
112 | Rightmove plc | Annual Report 2022
Annual bonus
As set out earlier, the maximum bonus opportunity will remain
at 175% of salary and be subject to deferral (40% cash and
60% shares).
The performance measures for 2023 have been selected to
reect a range of nancial and strategic targets that support
Rightmove’s key objectives. The Committee will continue to
use underlying operating prot
(1)
as an appropriate
performance measure for 2023 bonus awards.
The performance measures and weightings for the 2023
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
(with ESG underpins)
(5)
5%
(1) Underlying operating prot is dened as operating prot before share-based
payments charges (including the related National Insurance)
(2) Time spent on Rightmove platforms, relative to our nearest competitors (Zoopla.co.uk
and PrimeLocation.com). Comscore MMX® Desktop only + Comscore Mobile Metrix®
Mobile Web & App, Total Audience, Custom-dened list of Rightmove Sites,
RIGHTMOVE.CO.UK, ZOOPLA.CO.UK, PRIMELOCATION.COM.
(3) Based on number of references delivered by Rental Services.
(4) Based on volume of Mortgage outcomes delivered by Rightmove Financial
Services.
(5) ESG (5%): comprised of two ‘underpinning’ elements Environmental (accelerate
progress on Rightmove’s strategy to reduce Scope 1 carbon emissions by
achieving 50% ULEV eet by end the of 2023) and Governance (ensure
governance is embedded within the organisation with over 16 hours of mandatory
training completed during the year per employee). If those two thresholds are met,
the quantum of the award will be based on the ‘Have Your Say’ survey (a Social
measure): 25% of this element is awarded for 87% of respondents thinking
Rightmove is a great place to work in the Annual ‘Have Your Say Survey’, and 100%
is awarded for 95% of respondents thinking Rightmove is a great place to work.
The performance measures have not materially changed from
2022 reecting the Group’s strategic focus on its Mortgage
proposition and Rental Services. The employee engagement
measure has been developed further to incorporate ESG
underpins. The nancial target weighting is 60% for underlying
operating prot and 40% for key operational performance
indicators (trac, references, mortgages and employee
engagement (with ULEV eet and training underpins)).
The specic nancial targets for the 2023 nancial year are
commercially sensitive. However, retrospective disclosure
of the actual targets and performance against them will be
provided as usual in the 2023 Remuneration Report, to the
extent that they do not remain commercially sensitive at
thattime.
Long-term incentives
Awards to Executive Directors under the PSP in 2023 will
be consistent with the 2023 Remuneration Policy, with
a maximum bonus opportunity of 175% of base salary.
The awards will again be subject to a mixture of EPS (50%)
and relative TSR (50%) performance conditions and subject
to a two-year holding period. The 2023 targets are as follows:
EPS performance condition
The Group’s EPS growth will be measured over the period of
three nancial years (2023 to 2025). 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 2023 awards:
Underlying EPS growth
from 2023 to 2025
(2)
% of award vesting
(maximum 50%)
Less than 24% 0%
24% 12.5%
31% 50%
Between 24% and 31% 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 2022 from which these
targets will be measured is 23.8p.
The targets that are intended to operate for the 2023 PSP
awards are considered to be demanding in light of the current
trading environment, the Group’s starting position, internal
nancial planning, external market expectations for future
growth and the corporation tax increase anticipated to be
eective from 1 April 2023. 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.
Governance | Directors’ remuneration report continued
Rightmove plc | Annual Report 2022 | 113
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Relative TSR performance condition
The vesting schedule for the relative TSR element of Executive
Directors’ 2023 PSP awards is set out below. Relative TSR will
be assessed against the FTSE 350 Index, 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 Board have considered a review of Non-Executive fees
which indicated that the fees for our Non-Executive Directors
were low relative to the market for the time commitment
required including for the Group’s regulated subsidiaries. It was
therefore agreed that the fees for the Chair (further context is
provided in in the Remuneration Committee Chair’s letter),
the Non-Executive Directors and the Senior Independent
Director’s fee should increase as shown in the table below.
The Chair’s and Non-Executive Directors’ fees for 2023 are set
out in the table below:
Role
2022 Fees
£
2023 Fees
£
Chair 208,060 275,000
Non-Executive Director (basic fee) 57,217 65,000
Committee Chair (excluding the
Nomination Committee)
15,605 15,605
Senior Independent Director 10,300 12,600
Details of the fees paid to Directors in 2022 can be found
earlier in this report.
Shareholder voting on the Remuneration Policy and Annual Report
At the AGM on 6 May 2022, shareholders again voted overwhelmingly in favour of the Directors’ Remuneration Report,
demonstrating a strong level of shareholder support for Rightmove’s management and their remuneration.
The table below shows full details of the voting outcomes for the Directors’ Remuneration Report at the 2022 AGM and the
Remuneration Policy at the 2020 AGM:
Votes for % Votes for Votes against % Votes against Votes withheld
(1)
Directors’ Remuneration Report 566,927,070 97.35 15,459,054 2.65 10,050,042
Remuneration Policy (2020) 670,870,673 94.18 41,468,750 5.82 413,075
(1) A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes cast ‘For’ and ‘Against’ a resolution.
In line with the Company’s commitment to ongoing dialogue with its shareholders, the Committee has corresponded with major
shareholders to invite their feedback on the 2023 remuneration proposals.
Lorna Tilbian
Chair, Remuneration Committee
2 March 2023
114 | Rightmove plc | Annual Report 2022
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 2022.
The Directors’ Report includes these pages, the sections of
the Annual Report referred to in the Corporate Governance
statement and other information below which are
incorporated into the Directors’ Report by reference.
The Board has included certain disclosures in the Strategic
Report in accordance with section 414C(11) of the Companies
Act 2006 (the Act).
Corporate governance statement
The Disclosure, Transparency and Guidance Rules (DTR)
require certain information to be included in a corporate
governance statement in the Directors’ Report. Information
that 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 2 to 59. The Act
requires this Annual Report to present a fair, balanced and
understandable view of Rightmove’s business during the year
ended 31 December 2022 and of the position of the Group at
the end of the 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,
Johan Svanstrom, 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 12,185,222 shares of 0.1p held in
treasury (2021: 12,480,472 shares) at the year-end amounted
to 837,401,085 shares of 0.1p (2021: 859,567,232 shares),
with a nominal value of £837,401 (2021: £859,678).
The rights and obligations attached to each 0.1p ordinary
share are as set out in the Company’s Articles of Association.
The holders of each ordinary share in the Company are entitled
to receive dividends as declared from time to time and are
entitled to one vote per share at general meetings of the
Company. Other than the usual regulations applicable for UK
listed companies, there are no restrictions on the transfer of
the Company’s shares.
Results and dividends
The Group reported operating prot before tax for the year of
£241.3m (2021: £226.1m). The Directors are recommending
a nal dividend for the year of 5.2 pence per share (2021: 4.8p)
amounting to £42.9m (2021: £40.3m). The interim dividend for
2022 was 3.3p per share (2021: 3.0p) bringing the total
dividend for the year to 8.5p per share (2021: 7.8p).
Subject to shareholder approval at the Annual General
Meeting (AGM) on 5 May 2023, the nal dividend will be paid
on 26 May 2023 to shareholders on the register of members
at the close of business on 28 April 2023.
Share buyback
The Company’s share buyback programme continued during
2022 and of the 10% authority granted by shareholders at the
2022 AGM, a total of 22,277,147 shares (2021: 26,709,384
shares) were purchased in the year to 31 December 2022,
being 2.7% (2021: 3.1%) of the shares in issue (excluding
shares held in treasury) at the time the authority was granted.
The average price paid per share was £5.83 (2021: £6.53 per
share) with a total consideration paid (excluding all costs) of
£129,980,976 (2021: £174,369,302).
Since January 2008, 481,652,995 shares have been purchased
in total; 12,185,222 shares were held in Treasury as at
31December 2022, the remainder of which were cancelled.
A resolution seeking to renew this authority will be put to
shareholders at the AGM on 5 May 2023.
Rightmove plc | Annual Report 2022 | 115
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
The resolutions being proposed at the 2023 AGM include
the renewal for a further year of the limited authority of the
Directors to allot unissued share capital of the Company and
to issue shares for cash other than to existing shareholders (in
line with the Pre-Emption Group’s Statement of Principles).
A resolution will also be proposed to renew the Directors’
authority to purchase a proportion of the Company’s own
shares. The Company will again seek shareholder approval to
hold general meetings (other than AGMs) at 14 days’ notice.
Resolutions will be proposed to renew these authorities, which
would otherwise expire at the 2023 AGM.
Auditor
A resolution to re-appoint Ernst & Young LLP (EY) as the
auditor of the Group will be proposed in the Notice of AGM
(2023). In accordance with section 489 of the Act, separate
resolutions for the appointment of EY and for the Audit
Committee to determine the auditor’s remuneration will
be proposed.
Audit information
So far as the Directors in 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 2022 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 2022, 1,375,963 shares (2021: 1,518,418
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 2022 of £1,376 (2021: £1,158)
and a market value of £7,031,171 (2021: £9,209,423). The
shares held by the EBT may be used to satisfy share-based
incentives for the Group’s employee share plans. During 2022,
115,233 shares (2021: 237,058 shares) were transferred to
Group employees following the exercise of share options
under the Sharesave plan and the Restricted Share Plan.
Additionally, 99,476 shares (2021: 148,147 shares) were
purchased by the EBT for transfer to the Rightmove Share
Incentive Plan Trust (SIP). The terms of the EBT provide that
dividends payable on the shares held by the EBT are waived.
As at 31 December 2022, 930,592 shares (2021: 787,000
shares) were held by the SIP for the benet of Group
employees. These shares had a nominal value at 31 December
2022 of £931 (2021: £787) and a market value of £4,755,325
(2021: £6,256,650). The shares held by the SIP are awarded as
free shares to eligible employees each year and are held in trust
for a period of three years before an employee is entitled to
take ownership of the shares. During the year, 85,133 shares
(2021: 139,000 shares) were transferred to Group employees
under the SIP rules. Additionally, 128,774 shares (2021: 20,278)
were purchased by the SIP to partly satisfy the all employee
Free Share Award in December 2022.
Research and development
The Group undertakes research and development activity in
order to develop new products and to continually improve the
existing property platforms. Further details are disclosed in
Note 2 to the 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 (2021: £nil). Details of the Group’s charitable
donations are set out in the Sustainability Report.
Annual General Meeting
The AGM of the Company will be held at the oces of
UBS, 5 Broadgate, London EC2M 2QS on 5 May 2023 at 10am.
The Notice of Annual General Meeting will be published in
March 2023.
116 | Rightmove plc | Annual Report 2022
Governance | Directors’ report continued
Shareholder Nature of holding
Total voting
rights
% of total
voting
rights
(1)
Kayne Anderson
Rudnick
Investment
Management, LLC
Direct
American Depository
Receipts
55 ,827, 589
36,090,988
6.76%
4.37%
BlackRock Inc Indirect
American Depository
Receipts
Stock Lending
68,416,171
212,338
2,713,518
8.29%
0.03%
0.33%
Marathon Asset
Management LLP
(2)
Indirect 42,877,709 5.20%
Baillie Giord & Co
(2)
Indirect 58,736,140 7.12%
Standard Life
Aberdeen
(2)
Indirect 45,307,190 5.49%
Generation
Investment
Management LLP
(2)
Indirect 45,181,680 5.47%
Axa Investment
Managers SA
(2)
Indirect
Contracts for
dierence
44,413,780
376,620
5.38%
0.05%
(1) The above percentages are based upon the voting rights share capital (being the
shares in issue less shares held in treasury) of 825,252,865 as at 2 March 2023.
(2) Date of notication preceded the 2022 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 25 to the
nancial statements.
Post-balance sheet events
There have been no balance sheet events since the end of
the 2022 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 24, 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 21, Financial Statements
Share-based incentives Note 23, 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
2 March 2023.
Signed on behalf of the Board:
Peter Brooks-Johnson
Chief Executive Ocer
2 March 2023
Rightmove plc | Annual Report 2022 | 117
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Governance | Directors’ responsibilities statement
Statement of directors’ responsibilities in respect of
the nancial statements
The directors are responsible for preparing the annual report
and the nancial statements in accordance with applicable
United Kingdom law and regulations.
Company law requires the directors to prepare nancial
statements for each nancial year. Under that law the directors
have elected to prepare the group and parent company
nancial statements in accordance with UK-adopted
international accounting standards (“IFRSs”). 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 the company and of the
prot or loss of the group and the company for that period.
In preparing these nancial statements the directors are
required to:
• select suitable accounting policies in accordance with IAS 8
Accounting Policies, Changes in Accounting Estimates and
Errors and then apply them consistently;
• make judgements and accounting estimates that are
reasonable and prudent;
• present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information;
• provide additional disclosures when compliance with the
specic requirements in IFRSs is insucient to enable users
to understand the impact of particular transactions, other
events and conditions on the group and company nancial
position and nancial performance;
• in respect of the group nancial statements, state whether
UK-adopted international accounting standards have been
followed, subject to any material departures disclosed and
explained in the nancial statements;
• in respect of the parent company nancial statements, state
whether UK-adopted international accounting standards
have been followed, subject to any material departures
disclosed and explained in the nancial statements; and
• prepare the nancial statements on the going concern basis
unless it is inappropriate to presume that the company and
the group will continue in business.
The directors are responsible for keeping adequate accounting
records that are sucient to show and explain the company’s
and group’s transactions and disclose with reasonable
accuracy at any time the nancial position of the company and
the group and enable them to ensure that the company and
the group nancial statements comply with the Companies
Act 2006. They are also responsible for safeguarding the
assets of the group and parent company and group and hence
for taking reasonable steps for the prevention and detection of
fraud and other irregularities.
Under applicable law and regulations, the directors are also
responsible for preparing a strategic report, directors’ report,
directors’ remuneration report and corporate governance
statement that comply with that law and those regulations.
The directors are responsible for the maintenance and integrity
of the corporate and nancial information included on the
company’s website.
The directors conrm, to the best of their knowledge:
• that the consolidated nancial statements, prepared in
accordance with UK-adopted international accounting
standards give a true and fair view of the assets, liabilities,
nancial position and prot of the parent company and
undertakings included in the consolidation taken as a whole;
• that the annual report, including the strategic report, includes
a fair review of the development and performance of the
business and the position of the company and undertakings
included in the consolidation taken as a whole, together with
a description of the principal risks and uncertainties that they
face; and
• that they consider the annual report, taken as a whole, is fair,
balanced and understandable and provides the information
necessary for shareholders to assess the company’s
position, performance, business model and strategy.
Signed on behalf of the Board:
Peter Brooks-Johnson
Chief Executive Ocer
2 March 2023
Alison Dolan
Chief Financial Ocer
118 | Rightmove plc | Annual Report 2022
Governance | Independent auditor’s report to the members of Rightmove plc
Opinion
In our opinion:
• Rightmove plc’s Group nancial statements and parent
company nancial statements (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 2022 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 as applied in accordance with section
408 of the Companies Act 2006; and
• the nancial statements have been prepared in accordance
with the requirements of the Companies Act 2006.
We have audited the nancial statements of Rightmove plc
(the ‘parent company’) and its subsidiaries (the ‘Group’) for the
year ended 31 December 2022 which comprise:
Group Parent company
Consolidated statement of
nancial position
Company statement of
nancial position
Consolidated statement of
comprehensive income for the
year then ended
Company statement of
changes in shareholders’
equity for the year then
ended
Consolidated statement of cash
ows for the year then ended
Company Statement of cash
ows for the year then ended
Consolidated statement of
changes in shareholders’ equity for
the year then ended
Related notes 1 to 27 to the
nancial statements
including a summary of
signicant accounting
policies
Related notes 1 to 27 to the
nancial statements, including
a summary of signicant
accounting policies
The nancial reporting framework that has been applied in
their preparation is applicable law and UK adopted international
accounting standards and as regards the parent company
nancial statements, as applied in accordance with section 408
of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in
the Auditor’s responsibilities for the audit of the nancial
statements section of our report. We believe that the audit
evidence we have obtained is sucient and appropriate to
provide a basis for our opinion.
Independence
We are independent of the Group and parent in accordance
with the ethical requirements that are relevant to our audit of
the nancial statements in the UK, including the FRC’s Ethical
Standard as applied to listed public interest entities, and we
have fullled our other ethical responsibilities in accordance
with these requirements.
The non-audit services prohibited by the FRC’s Ethical
Standard were not provided to the Group or the parent
company and we remain independent of the Group and the
parent company in conducting the audit.
Conclusions relating to going concern
In auditing the nancial statements, we have concluded that
the directors’ use of the going concern basis of accounting in
the preparation of the nancial statements is appropriate. Our
evaluation of the directors’ assessment of the Group and
parent company’s ability to continue to adopt the going
concern basis of accounting included:
• We understood the process undertaken by management to
perform the going concern assessment, including any
impacts of the macroeconomic environment;
• We obtained management’s going concern assessment,
including the cash ow forecasts for the going concern
period to 30 June 2024;
Rightmove plc | Annual Report 2022 | 119
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
• We assessed the reasonableness of all key assumptions,
namely revenue performance per revenue stream and
operating margin. This has been performed by:
- checking the arithmetical and logical accuracy of
management’s model;
- agreeing opening cash to the audited 2022 position;
- assessing the historical forecasting accuracy of the Group
by comparing actual revenue and operating prot to
forecast for the previous ve years;
- comparing the revenue forecasts to the recurring revenues
generated in 2022, planned price increases and historical
customer churn levels; and
- checking for consistency of the forecasts with other areas
of the audit including impairment assessment.
• We compared current trading performance to
management’s going concern forecast by obtaining the
latest available management accounts to identify any issues
with current trading and cashows;
• We also considered the impact of Rightmove’s climate
commitments on the cash ow forecasts;
• We recalculated the results of the sensitivity testing
performed by management to determine the impact of
reasonably possible uctuations in key assumptions on the
Group’s available liquidity;
• We compared the reduction in revenues assumed in the
most severe scenario presented by management, to the
revenue declines demonstrated during recent economic
crises/COVID-19. We have also compared the forecast result
to reports from analysts;
• We performed reverse stress testing to establish the level of
change in revenue necessary to cause a liquidity breach and
considered the likelihood of such a change;
• We considered the further mitigating actions available to the
Group, such as reducing marketing and headcount costs. We
have also considered the feasibility of management being
able to execute such mitigating actions, when considering
the likelihood of the reverse stress testing scenario; and
• We reviewed the appropriateness of management’s going
concern disclosure in describing its ability to continue to
operate as a going concern from the date of approval of the
nancial statements to 30 June 2024.
We observed that in management’s base case and in the
downside sensitivities that there is liquidity headroom without
taking the benet of any identied controllable mitigations.
Furthermore, management’s reverse stress test scenario to
model the extent of revenue reduction compared to forecasts
required to exhaust available liquidity during the going concern
assessment period is considered by the Directors to be
remote.
Based on the work we have performed, we have not identied
any material uncertainties relating to events or conditions that,
individually or collectively, may cast signicant doubt on the
Group and parent company’s ability to continue as a going
concern for the period to 30 June 2024.
In relation to the Group and parent company’s reporting on
how they have applied the UK Corporate Governance Code,
we have nothing material to add or draw attention to in relation
to the directors’ statement in the nancial statements about
whether the directors considered it appropriate to adopt the
going concern basis of accounting.
Our responsibilities and the responsibilities of the directors
with respect to going concern are described in the relevant
sections of this report. However, because not all future events
or conditions can be predicted, this statement is not a
guarantee as to the Group’s ability to continue as a going
concern.
Overview of our audit approach
Audit scope
• We performed an audit of the complete nancial
information of three components.
• The components where we performed full audit
procedures accounted for 99% of Prot before
tax, 99% of Revenue and 98% of Total assets.
Key audit
matters
Revenue Recognition
Materiality
• Overall group materiality of £12.0m which
represents 5% of Prot before tax.
120 | Rightmove plc | Annual Report 2022
Governance | Auditor’s report continued
An overview of the scope of the parent company and
Group audits
Tailoring the scope
Our assessment of audit risk, our evaluation of materiality and
our allocation of performance materiality determine our audit
scope for each company within the Group. Taken together, this
enables us to form an opinion on the consolidated nancial
statements. We take into account size, risk prole, the
organisation of the Group and eectiveness of group-wide
controls, changes in the business environment, the potential
impact of climate change and other factors such as recent
Internal audit results when assessing the level of work to be
performed at each company.
In assessing the risk of material misstatement to the Group
nancial statements, and to ensure we had adequate
quantitative coverage of signicant accounts in the nancial
statements, of the ve reporting components of the Group,
we selected three components covering entities within the
United Kingdom, which represent the principal business units
within the Group.
Of the three components selected, we performed an audit of
the complete nancial information of three components (“full
scope components”) which were selected based on their size
or risk characteristics.
The reporting components where we performed audit
procedures accounted for 99% of the Group’s Prot before
tax, 99% of the Group’s Revenue and 98% of the Group’s Total
assets.
Of the remaining two components that together represent
1% of the Group’s Prot before tax, none are individually
greater than 1% of the Group’s Prot before tax. For these
components, we performed other procedures, including
analytical review, testing of consolidation journals and
intercompany eliminations, and testing cash conrmations to
respond to any potential risks of material misstatement to the
Group nancial statements.
Involvement with component teams
All audit work performed for the purposes of the audit was
undertaken by the Group audit team.
Changes from prior year
There are no signicant changes in scoping in comparison to
the scoping performed by the predecessor auditor.
Climate change
There has been increasing interest from stakeholders as to
how climate change will impact companies. The Group has
assessed the future impact from transitional risks (such as
customer demand for greater environmental diligence and
heating regulations) and physical risks (such as extreme
weather on data centres). These are explained on pages 41-42
in the required Task Force for Climate related Financial
Disclosures. They have also explained their climate
commitments on pages 43-45. All of these disclosures form
part of the “Other information”, rather than the audited
nancial statements. Our procedures on these unaudited
disclosures therefore consisted solely of considering whether
they are materially inconsistent with the nancial statements
or our knowledge obtained in the course of the audit or
otherwise appear to be materially misstated, in line with our
responsibilities on “Other information”.
Rightmove plc | Annual Report 2022 | 121
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
In planning and performing our audit we assessed the
potential impacts of climate change on the Group’s business
and any consequential material impact on its nancial
statements.
As explained in Note 1 General information, judgements and
estimates to the consolidated nancial statements, the Group
concluded that there were no factors identied that would
have a material impact on the Group’s nancial reporting
judgements and estimates in the current year. Governmental
and societal responses to climate change risks are still
developing, and are interdependent upon each other, and
consequently nancial statements cannot capture all possible
future outcomes as these are not yet known.
Our audit eort in considering climate change was focused on
the adequacy of the Group’s disclosures in the nancial
statements and their conclusion that no issues were identied
that would impact the nancial statements for Rightmove plc.
We also challenged the Directors’ considerations of climate
change risks in their assessment of going concern and viability
and associated disclosures.
Based on our work we have not identied the impact of climate
change on the nancial statements to be a key audit matter or
to impact a key audit matter.
Key audit matters
Key audit matters are those matters that, in our professional
judgment, were of most signicance in our audit of the nancial
statements of the current period and include the most
signicant assessed risks of material misstatement (whether
or not due to fraud) that we identied. These matters included
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. These matters were
addressed in the context of our audit of the nancial
statements as a whole, and in our opinion thereon, and we do
not provide a separate opinion on these matters.
Risk Our response to the risk
Key observations
communicated to the Audit
Committee
Revenue recognition
(£332.6m, 2021: £304.9m)
Refer to the Audit Committee
Report (page 73); Accounting
policies (page 135-136); and
Note 4 of the Consolidated
Financial Statements (page
143)
The Group reported revenues
of £332.6m for the year
ended 31 December 2022.
The key revenue streams,
being Agency and New
Homes, consist of
subscription fees and
customer spend on additional
advertising products in
respect of properties listed on
Rightmove platforms.
There is a risk that revenue is
recognised incorrectly, as a
result of fraud/error
particularly where manual
journal entries are posted.
Management reward and
incentive schemes based on
achieving prot targets may
also place pressure on
management to manipulate
revenue recognition.
Walkthroughs and controls
• We performed walkthroughs of each signicant class of
revenue transactions and assessed the design eectiveness
of key nancial controls, however, we did not test the operating
eectiveness of these controls.
Revenue recognition
• We adopted a data analysis approach in relation to revenue and
receivables. Our procedures involved testing full populations of
transaction data for all signicant revenue streams and
included correlation analysis between invoiced revenue,
receivables and cash journals, as well as analysis of credit notes.
Where the postings did not follow our expectation, we
investigated and assessed their validity by agreeing a sample of
transactions back to source documentation.
• To support the data analytics procedures we tested a sample
of the data inputs against 3rd party evidence, such as the
contract with the customer, which we compared to the
accounting policies in order to assess the appropriateness of
revenue recognition.
• In respect of deferred income, we tested a sample of
transactions to determine that the amount of revenue
recognised in the year and the amount deferred at the balance
sheet date were accurate.
• We have performed cut-o testing for a sample of revenue
items and credit notes booked either side of the year end date
to determine that revenue was recognised in the period in
which the performance obligation was fullled.
Management override
• We performed specic procedures to address the risk of
management override, including testing to identify unusual,
new or signicant transactions or contractual terms and
targeted journal entry testing over manual journal entries.
Based on our procedures
performed, we concluded that
revenue recognised in the year,
and revenue deferred as at
31 December 2022, was
appropriate.
122 | Rightmove plc | Annual Report 2022
Governance | Auditor’s report continued
Rightmove plc’s previous external auditor also reported a key
audit matter in relation to revenue recognition. They also
reported a key audit matter in relation to the risk of impairment
of the investments held by Rightmove plc, within the parent
company nancial statements. We have not designated this as
a key audit matter, given it doesn’t give rise to a higher risk of
material misstatement, nor did it consume a signicant
amount of audit eort given the carrying value of investments
compared to the Group’s market capitalisation.
Our application of materiality
We apply the concept of materiality in planning and performing
the audit, in evaluating the eect of identied misstatements
on the audit and in forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually
or in the aggregate, could reasonably be expected to inuence the
economic decisions of the users of the nancial statements.
Materiality provides a basis for determining the nature and extent
of our audit procedures.
We determined materiality for the Group to be £12m, which is
5% of Prot before tax. We believe that Prot before tax
provides us with the most relevant performance measures to
the stakeholders of the entity.
We determined materiality for the Parent Company to be
£10.7m, which is 2% of net assets.
During the course of our audit, we reassessed initial materiality
with the only change in the nal materiality from our original
assessment at planning being to reect the actual reported
performance of the Group in the year.
Performance materiality
The application of materiality at the individual account or balance
level. It is set at an amount to reduce to an appropriately low level
the probability that the aggregate of uncorrected and undetected
misstatements exceeds materiality.
On the basis of our risk assessments, together with our
assessment of the Group’s overall control environment, our
judgement was that performance materiality was 50% of our
planning materiality, namely £6.0m. We have set performance
materiality at this percentage due to this being the rst period
for which we are performing the audit.
Reporting threshold
An amount below which identied misstatements are considered
as being clearly trivial.
We agreed with the Audit Committee that we would report to
them all uncorrected audit dierences in excess of £0.6m,
which is set at 5% of planning materiality, as well as dierences
below that threshold that, in our view, warranted reporting on
qualitative grounds.
We evaluate any uncorrected misstatements against both the
quantitative measures of materiality discussed above and in
light of other relevant qualitative considerations in forming our
opinion.
Other information
The other information comprises the information included in
the annual report set out on pages 1 to 117, other than the
nancial statements and our auditor’s report thereon. The
directors are responsible for the other information contained
within the annual report.
Rightmove plc | Annual Report 2022 | 123
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Our opinion on the nancial statements does not cover the
other information and, except to the extent otherwise explicitly
stated in this report, we do not express any form of assurance
conclusion thereon.
Our responsibility is to read the other information and, in doing
so, consider whether the other information is materially
inconsistent with the nancial statements or our knowledge
obtained in the course of the audit, or otherwise appears to be
materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are
required to determine whether this gives rise to a material
misstatement in the nancial statements themselves. If, based
on the work we have performed, we conclude that there is a
material misstatement of the other information, we are
required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the
Companies Act 2006
In our opinion, the part of the directors’ remuneration report to
be audited has been properly prepared in accordance with the
Companies Act 2006.
In our opinion, based on the work undertaken in the course of
the audit:
• the information given in the strategic report and the
directors’ report for the nancial year for which the nancial
statements are prepared is consistent with the nancial
statements; and
• the strategic report and the directors’ report have been
prepared in accordance with applicable legal requirements.
.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group
and the parent company and its environment obtained in the
course of the audit, we have not identied material
misstatements in the strategic report or the directors’ report.
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report
to you if, in our opinion:
• adequate accounting records have not been kept by the
parent company, or returns adequate for our audit have not
been received from branches not visited by us; or
• the parent company 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.
Corporate Governance Statement
We have reviewed the directors’ statement in relation to
going concern, longer-term viability and that part of the
Corporate Governance Statement relating to the Group
and company’s compliance with the provisions of the UK
Corporate Governance Code specied for our review by
the Listing Rules.
Based on the work undertaken as part of our audit, we have
concluded that each of the following elements of the
Corporate Governance Statement is materially consistent
with the nancial statements or our knowledge obtained
during the audit:
124 | Rightmove plc | Annual Report 2022
Governance | Auditor’s report continued
• Directors’ statement with regards to the appropriateness of
adopting the going concern basis of accounting and any
material uncertainties identied set out on page 29;
• Directors’ explanation as to its assessment of the company’s
prospects, the period this assessment covers and why the
period is appropriate set out on page 29;
• Director’s statement on whether it has a reasonable
expectation that the Group will be able to continue in
operation and meets its liabilities set out on page 29;
• Directors’ statement on fair, balanced and understandable
set out on page 74;
• Board’s conrmation that it has carried out a robust
assessment of the emerging and principal risks set out on
page 25;
• The section of the annual report that describes the review of
eectiveness of risk management and internal control
systems set out on pages 23 to 25; and
• The section describing the work of the audit committee set
out on pages 71 to 78.
Responsibilities of directors
As explained more fully in the directors’ responsibilities
statement set out on page 117, the directors are responsible
for the preparation of the nancial statements and for being
satised that they give a true and fair view, and for such internal
control as the directors determine is necessary to enable the
preparation of nancial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the nancial statements, the directors are
responsible for assessing the Group and parent company’s
ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern
basis of accounting unless the directors either intend to
liquidate the Group or the parent company or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the
nancial statements
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 an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with ISAs (UK) will always
detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be
expected to inuence the economic decisions of users taken
on the basis of these nancial statements.
Explanation as to what extent the audit was considered
capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect irregularities,
including fraud. The risk of not detecting a material
misstatement due to fraud is higher than the risk of not
detecting one resulting from error, as fraud may involve
deliberate concealment by, for example, forgery or intentional
misrepresentations, or through collusion. The extent to which
our procedures are capable of detecting irregularities, including
fraud is detailed below.
However, the primary responsibility for the prevention and
detection of fraud rests with both those charged with
governance of the company and management.
• We obtained an understanding of the legal and regulatory
frameworks that are applicable to the Group and determined
that the most signicant are those that relate to the
reporting framework (IFRS, the Companies Act 2006 and UK
Corporate Governance Code), the relevant tax compliance
regulations in the UK, FCA compliance for certain of the
Group’s activities and the UK General Data Protection
Regulation (GDPR).
Rightmove plc | Annual Report 2022 | 125
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
• We understood how Rightmove plc is complying with those
frameworks by making enquiries of management, internal
audit, those responsible for legal and compliance procedures
and the company secretary to establish whether there is a
culture of honesty and ethical behaviour and whether a
strong emphasis is placed on fraud prevention, which may
reduce opportunities for fraud to take place, and fraud
deterrence, which could persuade individuals not to commit
fraud because of the likelihood of detection and punishment.
• We assessed the susceptibility of the Group’s nancial
statements to material misstatement, including how fraud
might occur by meeting with management from various
parts of the business to understand where it considered
there was susceptibility to fraud. We also considered the
susceptibility to management bias relating to performance
targets and the opportunity for management to manage
earnings or inuence the perceptions of analysts. We
considered the programs and controls that the Group has
established to address risks identied, or that otherwise
prevent, deter and detect fraud; and how senior
management monitors those programs and controls. Where
the risk was considered to be higher, we performed audit
procedures to address each identied fraud risk. These
procedures included the procedures listed for the Key Audit
Matter above, testing manual journals and were designed to
provide reasonable assurance that the nancial statements
were free from fraud or error.
• Based on this understanding we designed our audit
procedures to identify non-compliance with such laws and
regulations. Our procedures involved management enquiries,
review of legal correspondences, journal entry testing, and
review of board meeting minutes.
A further description of our responsibilities for the audit of the
nancial statements is located on the Financial Reporting
Council’s website at https://www.frc.org.uk/
auditorsresponsibilities. This description forms part of our
auditor’s report.
Other matters we are required to address
• Following the recommendation from the audit committee,
we were appointed by the company on 6 May 2022 to audit
the nancial statements for the year ending 31 December
2022 and subsequent nancial periods.
The period of total uninterrupted engagement including
previous renewals and reappointments is one year, covering
the year ending 2022.
• The audit opinion is consistent with the additional report to
the audit committee.
Use of our report
This report is made solely to the company’s members, as a
body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so
that we might state to the company’s members those matters
we are required to state to them in an auditor’s report and for
no other purpose. To the fullest extent permitted by law, we do
not accept or assume responsibility to anyone other than the
company and the company’s members as a body, for our audit
work, for this report, or for the opinions we have formed.
Anup Sodhi
(Senior statutory auditor)
for and on behalf of Ernst & Young LLP,
Statutory Auditor
Luton
2 March 2023
126 | Rightmove plc | Annual Report 2022
Note
2022
£000
2021
£000
Revenue 4 332,622 304,886
Other income 20 – 2,407
Administrative expenses (91,279 ) (81,193 )
Operating profit 5 241,343 226,100
Operating profit before share-based incentive charges 245,412 230,965
Share-based incentive charge (4,069) (4,865)
Financial income 381 20
Financial expenses 8 (442 ) (471 )
Net financial expense (61 ) (451 )
Profit before tax 241,282 225,649
Income tax expense 9 (45,601 ) (42,555 )
Profit for the year being total comprehensive income 195,681 183,094
Attributable to:
Equity holders of the Parent 195,681 183,094
Earnings per share (pence)
Basic 10 23.4 21.3
Diluted 10 23.4 21.3
The accompanying notes form part of these financial statements.
Consolidated statement of comprehensive income for the year ended 31 December 2022
Rightmove plc | Annual Report 2022 | 127
STRATEGIC REPORT GOVERNANCE
FINANCIAL STATEMENTS
Consolidated statement of financial position as at 31 December 2022
Note
2022
£000
2021
£000
Non-current assets
Property, plant and equipment 12 10,429 11,990
Intangible assets 13 22,074 21,141
Deferred tax asset 15 1,460 2,169
Total non-current assets 33,963 35,300
Current assets
Trade and other receivables 16 26,614 23,112
Contract assets 4 454 120
Income tax receivable 593 1,057
Money market deposits 17 5,047 5,003
Cash and cash equivalents 17 35,089 42,985
Total current assets 67,797 72,277
Total assets 101,760 107,577
Current liabilities
Trade and other payables 18 (20,874 ) (22,757 )
Lease liabilities 19 (2,327 ) (2,177 )
Contract liabilities 4 (2,325 ) (2,633 )
Provisions 20 – (61 )
Total current liabilities (25,526 ) (27,628 )
Non-current liabilities
Lease liabilities 19 (7,242 ) (8,832 )
Provisions 20 (829 ) (585 )
Total non-current liabilities (8,071 ) (9,417 )
Total liabilities (33,597 ) (37,045 )
Net assets 68,163 70,532
Equity
Share capital 21 838 860
Other reserves 594 572
Retained earnings (net of own shares held) 66,731 69,100
Total equity attributable to the equity holders of the Parent 68,163 70,532
The accompanying notes form part of these financial statements.
The financial statements were approved by the Board of directors on 2 March 2023 and were signed on its behalf by:
Peter Brooks-Johnson Alison Dolan
Director Director
128 | Rightmove plc | Annual Report 2022
Company statement of financial position as at 31 December 2022
Note
2022
£000
2021
£000
Non-current assets
Investments 14 563,896 560,740
Deferred tax asset 15 478 481
Total non-current assets 564,374 561,221
Total assets 564,374 561,221
Current liabilities
Trade and other payables 18 (27,648) (22,981)
Total current liabilities (27,648) (22,981)
Net assets 536,726 538,240
Equity
Share capital 21 838 860
Other reserves 130,862 127,684
Retained earnings (net of own shares held) 405,026 409,696
Total equity attributable to the equity holders of the Parent 536,726 538,240
The profit for the year of the Company was £194,391,000 (2021: £264,764,000).
The accompanying notes form part of these financial statements.
Registered Company number: 6426485
The financial statements were approved by the Board of directors on 2 March 2023 and were signed on its behalf by:
Peter Brooks-Johnson Alison Dolan
Director Director
Rightmove plc | Annual Report 2022 | 129
STRATEGIC REPORT GOVERNANCE
FINANCIAL STATEMENTS
Consolidated statement of cash flows for the year ended 31 December 2022
Note
2022
£000
2021
£000
Cash flows from operating activities
Profit for the year 195,681 183,094
Adjustments for:
Depreciation charges 12 3,504 3,448
Amortisation charges 13 1,082 991
Financial income 7 (381 ) (20 )
Financial expenses 8 442 471
Non-cash gain and movements in other provisions – (84 )
Share-based payments 23 4,179 3,923
Income tax expense 9 45,601 42,555
Operating cash flow before changes in working capital 250,108 234,378
(Increase)/decrease in trade and other receivables 16 (3,456 ) 338
(Decrease)/increase in trade and other payables 18 (1,883 ) 3,832
Increase/(decrease) in provisions 20 39 (2,989 )
(Increase)/decrease in contract assets 4 (334 ) 214
(Decrease)/increase in contract liabilities 4 (308 ) 1,063
Cash generated from operating activities 244,166 236,836
Financial expenses paid (451 ) (209 )
Income taxes paid (45,622 ) (41,611 )
Net cash from operating activities 198,093 195,016
Cash flows used in investing activities
Interest received on cash and cash equivalents 305 23
Increase in money market deposits 17 (44 ) (5,003 )
Acquisition of property, plant and equipment 12 (835 ) (700 )
Acquisition of intangible assets 13 (2,015 ) (19 )
Net cash used in investing activities (2,589 ) (5,699 )
Cash flows used in financing activities
Dividends 11 (67,679 ) (64,447 )
Purchase of own shares for cancellation 21 (129,981 ) (174,369 )
Purchase of own shares for share incentive plans 22 (2,898 ) (1,284 )
Cost incurred on purchase of own shares 21 (933 ) (1,224 )
Payment of principal portion of lease liabilities 19 (2,391 ) (2,464 )
Proceeds on exercise of share-based incentives 482 766
Net cash used in financing activities (203,400 ) (243,022 )
Net decrease in cash and cash equivalents (7,896 ) (53,705 )
Cash and cash equivalents at 1 January 42,985 96,690
Cash and cash equivalents at 31 December 17 35,089 42,985
The accompanying notes form part of these financial statements.
130 | Rightmove plc | Annual Report 2022
Company statement of cash flows for the year ended 31 December 2022
Note
2022
£000
2021
£000
Cash flows from operating activities
Profit for the year 194,391 264,764
Adjustments for:
Dividends (198,541) (268,338)
Financial expenses 25 226 238
Share-based payments 23 879 762
Income tax credit (858) (1,078)
Operating cash flow before changes in working capital (3,903) (3,652)
Increase in trade and other payables 3,903 3,652
Cash generated from operating activities – –
Net decrease in cash and cash equivalents – –
Cash and cash equivalents at 1 January – –
Cash and cash equivalents at 31 December 17 – –
The accompanying notes form part of these financial statements.
Rightmove plc | Annual Report 2022 | 131
STRATEGIC REPORT GOVERNANCE
FINANCIAL STATEMENTS
Consolidated statement of changes in shareholders’ equity for the year ended 31 December 2022
Note
Share
capital
£000
Own
shares held
£000
Other
reserves
£000
Reverse
acquisition
reserve
£000
Retained
earnings
£000
Total
equity
£000
At 1 January 2021 887 (11,552 ) 407 138 133,265 123,145
Total comprehensive income
Profit for the year – – – – 183,094 183,094
Transactions with owners recorded directly in equity
Share-based payments 23 – – – – 3,923 3,923
Tax credit in respect of share-based incentives
recognised directly in equity 9 – – – – 928 928
Dividends 11 – – – – (64,447 ) (64,447 )
Exercise of share-based awards 22 – 1,248 – – (482 ) 766
Purchase of shares for share incentive plans 22 – (1,284 ) – – – (1,284 )
Cancellation of own shares 21 (27 ) – 27 – (174,369 ) (174,369 )
Costs of shares purchases 21 – – – – (1,224 ) (1,224 )
At 31 December 2021 860 (11,588 ) 434 138 80,688 70,532
At 1 January 2022
Total comprehensive income
Profit for the year – – – – 195,681 195,681
Transactions with owners recorded directly in equity
Share-based payments 23 – – – – 4,179 4,179
Tax credit in respect of share-based incentives
recognised directly in equity 9 – – – – (1,220 ) (1,220 )
Dividends 11 – – – – (67,679 ) (67,679 )
Exercise of share-based incentives 22 – 588 – – (106 ) 482
Purchase of shares for share incentive plans 22 – (2,898 ) – – – (2,898 )
Cancellation of own shares 21 (22 ) – 22 – (129,981 ) (129,981 )
Costs of share purchases 21 – – – – (933 ) (933 )
At 31 December 2022 838 (13,898 ) 456 138 80,629 68,163
The accompanying notes form part of these financial statements.
132 | Rightmove plc | Annual Report 2022
Company statement of changes in shareholders’ equity for the year ended 31 December 2022
Note
Share
capital
£000
Own
shares held
£000
Other
reserves
£000
Reverse
acquisition
reserve
£000
Retained
earnings
£000
Total
equity
£000
At 1 January 2021 887 (9,726) 21,019 103,520 395,007 510,707
Total comprehensive income
Profit for the year – – – – 264,764 264,764
Transactions with owners recorded directly in equity
Share-based payments 23 – – – – 762 762
Tax credit in respect of share-based incentives
recognised directly in equity 9 – – – – 211 211
Share-based payments to subsidiary employees 14 – – 3,118 – – 3,118
Dividends to shareholders 11 – – – – (64,447) (64,447)
Transfer of shares to SIP – (1,284) – – – (1,284)
Exercise of share-based incentives – 975 – – (975) –
Cancellation of own shares 21 (27) – 27 – (174,369) (174,369)
Costs of share purchases 21 – – – – (1,222) (1,222)
At 31 December 2021 860 (10,035) 24,164 103,520 419,731 538,240
At 1 January 2022 860 (10,035) 24,164 103,520 419,731 538,240
Total comprehensive income
Profit for the year 194,391 194,391
Transactions with owners recorded directly in equity
Share-based payments 23 – – – – 879 879
Tax charge in respect of share-based incentives
recognised directly in equity 9 – – – – (123) (123)
Share-based payments to subsidiary employees 14 – – 3,156 – – 3,156
Dividends to shareholders 11 – – – – (67,679) (67,679)
Transfer to or Purchase of shares for the SIP – (1,238) – – – (1,238)
Exercise of share-based incentives – 529 – – (529) –
Cancellation of own shares 21 (22) – 22 – (129,981) (129,981)
Costs of share purchases 21 – – – – (919) (919)
At 31 December 2022 838 (10,744) 27,342 103,520 415,770 536,726
The accompanying notes form part of these financial statements.
Rightmove plc | Annual Report 2022 | 133
STRATEGIC REPORT GOVERNANCE
FINANCIAL STATEMENTS
Notes forming part of the financial statements
134 | Rightmove plc | Annual Report 2022
1 General information, judgements and estimates continued
Notes continued
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FINANCIAL STATEMENTS
1 General information, judgements and estimates continued
Going concern continued
136 | Rightmove plc | Annual Report 2022
2 Significant accounting policies continued
Notes continued
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FINANCIAL STATEMENTS
2 Significant accounting policies continued
138 | Rightmove plc | Annual Report 2022
2 Significant accounting policies continued
Notes continued
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FINANCIAL STATEMENTS
2 Significant accounting policies continued
140 | Rightmove plc | Annual Report 2022
2 Significant accounting policies continued
Notes continued
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FINANCIAL STATEMENTS
2 Significant accounting policies continued
142 | Rightmove plc | Annual Report 2022
3 Risk and capital management continued
Notes continued
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FINANCIAL STATEMENTS
144 | Rightmove plc | Annual Report 2022
Notes continued
Rightmove plc | Annual Report 2022 | 145
STRATEGIC REPORT GOVERNANCE
FINANCIAL STATEMENTS
6 Employee numbers and costs continued
146 | Rightmove plc | Annual Report 2022
9 Income tax expense continued
Notes continued
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FINANCIAL STATEMENTS
10 Earnings per share (EPS) continued
148 | Rightmove plc | Annual Report 2022
Notes continued
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FINANCIAL STATEMENTS
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Notes continued
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FINANCIAL STATEMENTS
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Notes continued
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FINANCIAL STATEMENTS
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19 Leases continued
Notes continued
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FINANCIAL STATEMENTS
20 Provisions continued
156 | Rightmove plc | Annual Report 2022
Notes continued
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FINANCIAL STATEMENTS
22 Reconciliation of movement in capital and reserves continued
158 | Rightmove plc | Annual Report 2022
Notes continued
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FINANCIAL STATEMENTS
23 Share-based payments continued
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23 Share-based payments continued
Notes continued
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FINANCIAL STATEMENTS
23 Share-based payments continued
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23 Share-based payments continued
Notes continued
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FINANCIAL STATEMENTS
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24 Financial instruments continued
Notes continued
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FINANCIAL STATEMENTS
24 Financial instruments continued
166 | Rightmove plc | Annual Report 2022
Notes continued
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FINANCIAL STATEMENTS
(1)
Shareholder enquiries
The Company’s registrar is Link Group. They will be pleased to deal with any questions regarding your shareholding or dividends.
Please notify them of your change of address or other personal information. Their contact details are:
Shareholder helpline: 0371 664 0300 calls are charged at the standard geographic rate and will vary by provider. Calls outside the
United Kingdom will be charged at the applicable international rate. Lines are open between 09:00 - 17:30, Monday to Friday
excluding public holidays in England and Wales.
Email: shareholderenquiries@linkgroup.co.uk
Signal Shares shareholder portal: www.signalshares.com
Address:
Link Group
10th Floor
Central Square
29 Wellington Street
Leeds
LS1 4DL
Shareholders can register online to view your holdings using the shareholder portal, a service offered by Link Group at
www.signalshares.com. The shareholder portal is an online service enabling you to quickly and easily access and maintain
your shareholding online – reducing the need for paperwork and providing 24-hour access for your convenience.
You may:
• View your holding balance and get an indicative valuation
• View the dividend payments you have received
• Cast your proxy vote on the AGM resolutions online
• Update your address
• Register and change bank mandate instructions so that dividends can be paid directly to your bank account
• Elect to receive shareholder communications electronically
• Access a wide range of shareholder information and download shareholder forms.
Contacts
Chief Executive Officer: Peter Brooks-Johnson
Chief Financial Officer: Alison Dolan
Company Secretary: Carolyn Pollard
Website: https://plc.rightmove.co.uk
Financial calendar 2023
2022 full-year results 3 March 2023
Final dividend record date 28 April 2023
Annual General Meeting 5 May 2023
Final dividend payment 26 May 2023
Half-year results 28 July 2023
Registered office
Rightmove plc
2 Caldecotte Lake
Business Park
Caldecotte Lake Drive
Milton Keynes
MK7 8LE
Registered in
England no. 06426485
Corporate advisers
Financial adviser
UBS Investment Bank
Joint brokers
UBS AG London Branch
Numis Securities Limited
Auditor
EY LLP
Bankers
Barclays Bank plc
Santander UK plc
HSBC UK Bank plc
Lloyds Banking Group plc
Solicitors
EMW LLP
Slaughter and May
Herbert Smith Freehills LLP
Registrar
Link Asset Services
(1)
Advisers and shareholder information
168 | Rightmove plc | Annual Report 2022
Designed and produced by The Team www.theteam.co.uk
Rightmove plc | Annual Report 2022
Rightmove’s purpose is
to make home moving
easier in the UK. We do this
by creating a simpler and
more ecient property
marketplace. Rightmove
is the UK’s number one
property portal.
Strategic report
01 Contents
02 Highlights
04 Chair’s statement
06 Our business model
08 Our strategy
14 Chief Executive’s review
18 Key performance indicators
20 Financial review
23 Risk management
26 Principal risks and uncertainties
29 Going concern and viability
statement
30 Section 172 Statement – Working
with our stakeholders
35 Sustainability report
Rightmove plc | Annual Report 2022
Rightmove plc
2 Caldecotte Lake
Business Park
Caldecotte Lake Drive
Milton Keynes
MK7 8LE
Registered in England no. 6426485
Rightmove plc Annual Report 2022
Annual Report 2022