![]() 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 ecient 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 Ocer    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 benet from strong network eects generating unrivalled benets 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 eect 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 prole and dierentiate themselves from their competition. • We also list overseas properties, with vendors targeting British buyers, and commercial properties, such as oces 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 ecient 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 oer the most signicant and eective exposure for their brands and properties, resulting in the largest source of high-quality leads, thereby signicantly increasing our customers’ marketing eciency. ![]() 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 ecient 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 eciently, 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 dene 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 dierence 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-specic 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 Certicate (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 Ocer 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 ecient 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 Denition   advertising properties on Rightmove. Strategic link   Denition  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 Denition    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 Denition 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 Ocer 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 prot 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 prot 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 eectiveness 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 eective 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 identication 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 sucient 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 signicantly 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, protability, 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 signicant 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 sucient 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 condence 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 prot margins, signicant 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 benet 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 dierence 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 dierence 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 Ocer 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 Specic 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 Specic 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 Oce 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 COe  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 eciency      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 Strategic report | Sustainability Report continued 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.    Dierence 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 benets   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 dierence 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 conrm 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 eective 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 satised 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 Ocer 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 Conicts 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 reecting 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 Ocer and the Chief Financial Ocer, 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 benet 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 sucient, relevant, timely and clear information and that all subjects requiring discussion are allocated sucient time to support eective decision making. They also ensure that the Board remains eective by encouraging constructive relationships between the Executive and Non-Executive Directors and ensures ongoing and eective 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 Ocer and Chief Financial Ocer 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 Ocer, and members of the SLT, with the objective to continually assess emerging, existing and changing risks, monitor the eectiveness 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 Ocer and supported by the Chief Financial Ocer and Senior Leadership Team. The roles of Chair and Chief Executive Ocer 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 ocers 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 ocers Alison Dolan Executive Director and Chief Financial Ocer 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 Ocer 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 Ocer 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 Aliate 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-Pacic 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 Ocer 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 Ocer 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 Ocer 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 ocers 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 Ocer 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 Ocer of M Group Services Limited, a leading essential infrastructure services provider in the UK. He was previously the Chief Financial Ocer of M Group Services from 2021 and prior to that the Chief Financial Ocer of easyJet plc from 2015 until February 2021. Before joining easyJet, Andrew was Chief Financial Ocer 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 qualied 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 Kingsher 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 benets of diversity on our Board to ensure eective 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 ocer 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 classied 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 Oce. 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 Trac 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 brieng/ 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 eectiveness 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 specic matters and there is ongoing, less formal communication between the Directors and management. Directors receive Board papers in the week before meetings to allow sucient 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 Ocer and the Chief Financial Ocer 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 oces 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 identiable. 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 reects 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 oce 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 condence and can be accessed by telephone, email or via a website. During 2022, one concern was raised using this facility, which was subsequently identied 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. Conicts 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 conict of interest with the Company. The Directors must also declare the nature and extent of any interest in any existing or potential conicting interest. The Company’s Articles of Association has provisions for managing and authorising potential conicts of interest. The Board has a Conicts 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 conicted 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 conict of interest exists. No such conicts of interest arose in 2022. 2. DIVISION OF RESPONSIBILITIES The roles of Chair and Chief Executive Ocer 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 aect, or could appear to aect, 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 Ocer, 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 benet 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 Ocer), Johan Svanstrom (CEO designate) and Alison Dolan (Chief Financial Ocer) and the Non-Executive Directors are Andrew Fisher (Chair), Jacqueline de Rojas (Senior Independent Director), Andrew Findlay, Rakhi Goss- Custard, Lorna Tilbian and Amit Tiwari. Peter Brooks Johnson will step down from the Board on 6March 2023, following the announcement of the 2022 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. JohanSvanstrom was appointed on 20 February 2023 and will stand for election at the AGM. All other Directors will retire and oer themselves for re-election at the 2023 AGM. The Board is satised that the Directors retiring and standing for re-election are well qualied for re-appointment by virtue of their skills, experience and contribution to the Board, described in their biographies. The Executive Directors have service contracts with the Company which can be terminated on 12months’ notice. The appointments of the Non-Executive Directors can be terminated on three months’ notice. The interests of the Directors in the share capital of the Company as at the date of this report, the Directors’ total remuneration for the year and details of their service contracts and Letters of Appointment are set out in the Directors’ Remuneration Report. At the date of this report, the Executive Directors were deemed to have a non-benecial 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 dierent 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 eective 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 Ocer 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 identied 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. Indemnication 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 ocers, which remains in force at the date of this report. The Group has also arranged directors’ and ocers’ 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 signicant risks it is willing to take in achieving its strategic objectives and monitors and reviews the eectiveness 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 dened 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 specied/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 specied/prefer not to say – – – – – ![]() Rightmove plc | Annual Report 2022 | 71 STRATEGIC REPORT GOVERNANCE 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 eectiveness 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 eectiveness 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 • conrm that the Annual Report is as a whole fair, balanced and understandable • review the eectiveness 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 eectiveness 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 Ocer at a variety of businesses, as well as his current role as Chief Executive Ocer 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 eective communication between all relevant parties, the Committee invited the Chief Financial Ocer, 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 Ocer, 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 eectiveness The eectiveness 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 armed that the Committee is eective 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. Signicant accounting matters The key signicant accounting matter is revenue recognition. The Committee considers this area to be signicant 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 oers 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 satised 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 satised that sucient 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 reected 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 identied and appropriately highlighted? • Are the alternative performance measures explained clearly with appropriate prominence? • Are the key judgements referred to in the narrative reporting and signicant 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 identied the key themes in the Annual Report and assessed whether each of the governance requirements were met. When forming its opinion, the Committee reected 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 oce 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 benets in a cost-eective 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 eectiveness 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 eectiveness The Committee places great importance on ensuring that the external audit is both of high quality and eective. The Committee considered the quality and eectiveness of the external audit process in line with the FRC’s Practice Aid for Audit Committees (updated 2019). The eectiveness 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 identication 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 eectiveness 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 satised that there had been appropriate focus and challenge on the primary areas of audit risk and concluded that the performance of EY remained ecient and eective. ![]() 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 conrmed 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 conrms 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 eectiveness of internal control, risk management and governance processes. This includes assurance that underlying nancial controls and processes are working eectively, 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 specic 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. Eectiveness 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 eectiveness 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 eectiveness 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 dened lines of responsibility and delegation of authority, and an embedded culture of openness where business decisions and their associated risks and benets are discussed and challenged 4 Clearly dened 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 identies 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 oce 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 signicant aspects of internal control for the year and up to the date of this Annual Report. No signicant failings or weaknesses were identied 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 eectiveness 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 31December 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 eectiveness of internal controls. The key elements of the system of internal control are: 1 Major commercial, strategic, competitive, nancial and regulatory risks being formally identied, quantied 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 signicant 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 condence, 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 condential 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 reects 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 oered 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 GOVERNANCE 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 eectively 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 fullled 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 specication 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 briengs. Individual Board members have access to training and can seek advice from independent professional advisers, at the Group’s expense, where specic expertise or training is required to enable them to perform their duties eectively. Throughout the year the Board received technical briengs 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 Ocer, Chief Financial Ocer 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 proles and person specications 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 sucient 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 identied, 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 sucient 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 oer 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 full 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 identied 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 eectiveness 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 reect 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 prot 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 eective in October 2022 (normally eective 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 reects a strong performance in underlying operating prot (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, reecting 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 reection 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 Ocer 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 reects 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 reect 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 claried 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 benets 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 benets 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 dierent 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 prot 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 signicant 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 Ocer and the Chief Financial Ocer 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 benets and pensions, details of which can be found in the single remuneration gure table. Revenue 9% Direct returns to shareholders £197.7m Underlying Operating prot (1) 6% Chief Executive Ocer – 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 Ocer – 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 prot (1) £235m £245m 46% Market share of trac 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 prot is dened as operating prot 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-dened 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 dened as underlying prot (prot 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 signicant 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) reecting 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 reect 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 prot (60%); absolute growth in trac, 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 reect 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 benetting 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 conicts 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 benets 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 reect 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 eective 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 inationary 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 ination. 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 signicant 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). Benets To provide cost- eective employee benets. 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 benets (including tax thereon) on the same terms as those introduced for the wider workforce. Other benets 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 reect any tax or social security due in respect of the reimbursement. The value of benets may vary from year to year depending on the cost to the Company, including where the benets 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-eective, long-term retirement benet. The approach to pension for Executive Directors is aligned to that of the wider workforce and will therefore reect 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 ecient for the individual. In line with that available to UK employees or to participants in the pension plan in the relevant country, if dierent. 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 oered. 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 sucient 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 reects 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, reecting 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 classied as taxable benets 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 reect 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 dierent 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 dicult 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 eect to it, even if it is inconsistent with the Remuneration Policy of the Company which is in eect 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 prot, absolute growth in trac 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 benets 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 benets 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 specically. It is the Group’s strategy to keep remuneration simple and consistent, benets and pension arrangements provided to Executive Directors are therefore currently aligned to those oered to other Group employees. Annual bonus opportunities vary by the level and type of role within the Group. The quantum and performance measures reect the nature of the role and responsibilities and market rates at that level. The DSBP Is currently only oered 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 claried 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 dierent 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 + benets + 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 benets is based on the cost of supplying those benets (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 reect 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. Benets Benets 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 reect 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 sucient 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 benets (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 benets. 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 dened 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 dened 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 reect 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 classieds 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 eective 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 benet 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 Ocer 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 satised that there are no conicts 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 benets; - 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, benets 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 £ Benets (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) Benets 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 £ Benets (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) Benets 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 reects the dierence 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. . Dened 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 classieds operation, which is listed on the Oslo Børs. Peter received a director’s fee of 994,500 Norwegian Krone from Adevinta for the year to 31December 2022 (2021: 842,500 Norwegian Krone). How was pay linked to performance in 2022? Annual bonus plan The incentive for the 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 prot 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 prot (1) 2022 underlying operating prot: • £235m: 25% payout • £250m: 100% payout 60% Underlying operating prot achieved: £245.4m 46% Strategic targets Trac market share (2) (3) Rightmove’s trac market share, compared to all other property portals (measured as time on site by Comscore): • 76%: 25% payout • 81%: 100% payout 15% Rightmove’s trac 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 prot is dened as operating prot 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-dened 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 modied, 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 dened as underlying prot (prot 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 ofaward (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 Ocial 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 dened as underlying prot (prot 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 31December 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 31December 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 satised 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 benecial and family interests of each person who served as a Director during 2022 in the share capital of the Company were as follows: Interests in ordinary shares of 0.1p Interests in share-based incentives At 31 December2022 At 1 January 2022 PSP & DSBP awards (unvested) PSP & DSBP Awards (vested but unexercised) SAYE awards (vested but unexercised) 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 beneciaries of the EBT. - The Directors’ benecial 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 oce 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 benecially 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 benecially 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 sucient 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 oce There were no payments to past Directors for loss of oce 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 31December 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 Ocer 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 benets to his leaving date and there is no Payment in Lieu of Notice (PILON) payable or other payments for loss of oce. 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 Ocer The table below shows the total remuneration gure for the Chief Executive Ocer 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 Ocer and a Director until 9 May 2017 and retired from Rightmove on 30 June 2017. Peter Brooks-Johnson was appointed Chief Executive Ocer on 9 May 2017. (2) Ed Williams was Chief Executive Ocer until his retirement on 30 April 2013. Nick McKittrick was appointed Chief Executive Ocer 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 Benets Bonus Salary or fees (7) Benets Bonus Salary or fees (7) Benets 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 benets 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 reects the full year’s fee earned in 2020. (6) Amit Tiwari joined the Board on 1 June 2019, the uplift in 2020 reects 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 Ocer The table below shows the total remuneration of our Chief Executive Ocer 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 identied 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, benets, 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 benets 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 prot 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 prot £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 benets 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 reect a range of nancial and strategic targets that support Rightmove’s key objectives. The Committee will continue to use underlying operating prot (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 prot (1) 60% Strategic targets Trac market share (2) 15% Rental services (3) 10% Financial Services (4) 10% Employee engagement (with ESG underpins) (5) 5% (1) Underlying operating prot is dened as operating prot 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-dened 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 reecting 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 prot and 40% for key operational performance indicators (trac, references, mortgages and employee engagement (with ULEV eet and training underpins)). The specic 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 thattime. 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 dened as underlying prot (prot 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 eective from 1 April 2023. The Committee is satised 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, reecting 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 31December 2022. The Directors’ Report includes these pages, the sections of the Annual Report referred to in the Corporate Governance statement and other information below which are incorporated into the Directors’ Report by reference. The Board has included certain disclosures in the Strategic Report in accordance with section 414C(11) of the Companies Act 2006 (the Act). Corporate governance statement The Disclosure, Transparency and Guidance Rules (DTR) require certain information to be included in a corporate governance statement in the Directors’ Report. Information that fulls 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 eect 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 prot 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 31December 2022, the remainder of which were cancelled. A resolution seeking to renew this authority will be put to shareholders at the AGM on 5 May 2023. ![]() 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 oce 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 benecial 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 notied to the Company pursuant to DTR 5.1. The information provided below was correct as at the date of notication, 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 notied to the Company. However, notication 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 benet 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 benet 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 oces 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 Giord & 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 dierence 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 notication 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, specically the Act (as amended from time to time), by way of special resolution at a general meeting of the shareholders. Compensation for loss of oce There are no additional agreements between the Company and its Directors or employees providing for compensation for loss of oce 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 Ocer 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 satised that they give a true and fair view of the state of aairs of the group and the company and of the prot 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 specic requirements in IFRSs is insucient 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 sucient 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 conrm, 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 prot 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 Ocer 2 March 2023 Alison Dolan Chief Financial Ocer ![]() 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 aairs as at 31 December 2022 and of the Group’s prot 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 signicant accounting policies Related notes 1 to 27 to the nancial statements, including a summary of signicant 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 sucient 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 fullled 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 prot 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 cashows; • 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 benet of any identied 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 identied any material uncertainties relating to events or conditions that, individually or collectively, may cast signicant 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 Prot 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 Prot 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 prole, the organisation of the Group and eectiveness 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 signicant 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 Prot 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 Prot before tax, none are individually greater than 1% of the Group’s Prot before tax. For these components, we performed other procedures, including analytical review, testing of consolidation journals and intercompany eliminations, and testing cash conrmations 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 signicant 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 identied 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 eort 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 identied 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 identied 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 signicance in our audit of the nancial statements of the current period and include the most signicant assessed risks of material misstatement (whether or not due to fraud) that we identied. These matters included those which had the greatest eect on: the overall audit strategy, the allocation of resources in the audit; and directing the eorts 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 prot targets may also place pressure on management to manipulate revenue recognition. Walkthroughs and controls • We performed walkthroughs of each signicant class of revenue transactions and assessed the design eectiveness of key nancial controls, however, we did not test the operating eectiveness 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 signicant 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 fullled. Management override • We performed specic procedures to address the risk of management override, including testing to identify unusual, new or signicant 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 signicant amount of audit eort 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 eect of identied 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 inuence 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 Prot before tax. We believe that Prot 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 reect 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 identied misstatements are considered as being clearly trivial. We agreed with the Audit Committee that we would report to them all uncorrected audit dierences in excess of £0.6m, which is set at 5% of planning materiality, as well as dierences 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 identied 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 specied 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 specied 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 identied 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 conrmation 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 eectiveness 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 satised 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 inuence 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 signicant 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 inuence the perceptions of analysts. We considered the programs and controls that the Group has established to address risks identied, 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 identied 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 860 (11,588) 434 138 80,688 70,532 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 1 General information, judgements and estimates Rightmove plc (the Company) is a public limited Company registered in England (Company no. 6426485) domiciled in the United Kingdom (UK). The consolidated financial statements of the Company as at and for the year ended 31 December 2022 comprise the Company and its interest in its subsidiaries (together referred to as ‘the Group’). Its principal business is the operation of the Rightmove platforms, which have the largest audience of any UK property portal (as measured by time on site). The consolidated financial statements of the Group as at and for the year ended 31 December 2022 are available upon request from the Company Secretary from the Company’s registered office at 2 Caldecotte Lake Business Park, Caldecotte Lake Drive, Caldecotte, Milton Keynes, MK7 8LE or are available on the corporate website at plc.rightmove.co.uk. Statement of compliance The Group and Company financial statements have been prepared and approved by the Board of directors in accordance with UK-adopted international accounting standards (“IFRS”). The consolidated financial statements were authorised for issue by the Board of directors on 2 March 2023. Basis of preparation The accounts have been prepared in accordance with UK-adopted international accounting standards and the requirements of the Companies Act 2006. On publishing the Company financial statements here together with the Group financial statements, the Company is taking advantage of the exemption in section 408 of the Companies Act 2006 not to present its individual statement of comprehensive income and related notes that form a part of these approved financial statements. The financial statements have been prepared on an historical cost basis. Climate change In preparing the financial statements, the Directors have considered the impact of climate change, particularly in the context of the climate change risks identified in the Sustainability section of the Strategic Report and the Group’s stated target of net zero carbon emissions by 2040. These considerations did not have a material impact on the financial reporting judgements and estimates in the current year. This reflects the conclusion that climate change is not expected to have a significant impact on the Group’s short-term or medium-term cash flows including those considered in the going concern and viability assessments, impairment assessments of the carrying value of non-current assets and the estimates of future profitability used in our assessment of the recoverability of deferred tax assets. Basis of consolidation Subsidiaries are entities controlled by the Group. Control exists when the Group has existing rights that give it the ability to direct the relevant activities of an entity and has the ability to affect the returns the Group will receive as a result of its involvement with the entity. In assessing control, potential voting rights that are currently exercisable or convertible are taken into account. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. Alternative performance measures In the analysis of the Group’s financial performance, certain information disclosed in the financial statements may be prepared on a non-GAAP basis or has been derived from amounts calculated in accordance with IFRS but are not themselves an expressly permitted GAAP measure. These measures are reported in line with the way in which financial information is analysed by management and designed to increase comparability of the Group’s year-on-year financial position, based on its operational activity. The key alternative performance measures presented by the Group are: • Underlying profit: which is defined as profit for the year before share-based payments charges (including the related National Insurance and appropriate tax adjustments); • Underlying earnings per share (EPS): which is defined as underlying profit divided by the weighted average number of ordinary shares outstanding during the period; • Underlying operating profit: which is defined as operating profit before share-based payments charges (including the related National Insurance); • Underlying costs: which is defined as administrative expenses before share-based payments charges (including the related National Insurance); and • Underlying operating margin: which is defined as the underlying operating profit as a percentage of revenue. The directors believe that these alternative performance measures provide a more appropriate measure of the Group’s business performance, as share-based payments are a non-cash charge that is not entirely driven by the principal operational activity of the Group. The directors therefore consider underlying operating profit to be the most appropriate indicator of the performance of the business and year-on-year trends. Notes forming part of the financial statements ![]() 134 | Rightmove plc | Annual Report 2022 1 General information, judgements and estimates continued A reconciliation of the underlying performance measures to the GAAP measures are shown below: Underlying profit A reconciliation of the profit for the year to the underlying profit is presented below: 2022 £000 2021 £000 Profit for the year 195,681 183,094 Share-based incentives charge 4,179 3,923 NI on share-based incentives (110) 942 Impact on tax charge (999) (1,144) Underlying profit 198,751 186,815 Underlying profit is used instead of profit to calculate the underlying earnings per share: which is underlying profit divided by the weighted average number of ordinary shares in issue for the period, whereas earnings per share is profit for the year divided by weighted average number of ordinary shares in issue for the period (Note 10). Underlying operating profit A reconciliation of the operating profit to the underlying operating profit is presented below: 2022 £000 2021 £000 Operating profit 241,343 226,100 Share-based incentives charge 4,179 3,923 NI on share-based incentives (110) 942 Underlying operating profit 245,412 230,965 Underlying operating profit is used to calculate the underlying operating margin: which is underlying operating profit as a proportion of revenue, whereas the operating margin calculated as operating profit as a proportion of revenue. Underlying costs A reconciliation of the administrative expenses to the underlying costs is presented below: 2022 £000 2021 £000 Administration expenses 91,279 81,193 Share-based incentives charge (4,179) (3,923) NI on share-based incentives 110 (942) Underlying costs 87,210 76,328 Going concern The directors have performed a detailed going concern review and tested the Group’s liquidity in a range of scenarios, as set out below. Throughout the period, the Group was debt-free, remained strongly cash generative and had a cash balance of £35.1m and money market deposits of £5.0m at 31 December 2022 (31 December 2021: cash balance of £43.0m and money market deposits of £5.0m). The Group bought back shares to the value of £130.0m during the period (2021: £174.4m) and paid dividends totaling £67.7m in May and October 2022 (2021: £64.5m). Notes continued ![]() Rightmove plc | Annual Report 2022 | 135 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS 1 General information, judgements and estimates continued Going concern continued In stress testing the future cash flows of the Group, the directors modelled a range of scenarios which considered the effect on the Group of reductions of varying severity in the number of housing transactions for the period to 30 June 2024 (“the going concern period”) and modelled the likely timing of cashflows from our customers during the going concern period. These included severe, but plausible downside scenarios. The model considered the impact of changes in the key drivers of the Group’s revenues, including customer numbers and average revenue per advertiser (ARPA). In all the scenarios tested, the Group remained cash positive and debt-free. The directors are confident that the Group will remain cash positive and will have sufficient funds to continue to meet its liabilities as they fall due for the period to 30 June 2024 and are therefore prepared the financial statements on a going concern basis. Judgements and estimates The preparation of the consolidated and Company financial statements in accordance with UK Adopted International accounting standards and the requirements of Companies Act 2006 requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses.  reasonable under the circumstances, the results of which form the basis of making judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods, if applicable. Management has determined that there are no significant areas of estimation uncertainty or critical judgements in applying accounting policies that have a significant effect on the amounts recognised in the consolidated and Company financial statements. 2 Significant accounting policies New and revised standards and interpretations There were no new standards adopted by the Group during the year. The IASB have issued some amendments to IFRS that become mandatory in a subsequent accounting period. The Group has evaluated these changes and assessed that there are no standards that are issued, but not yet effective, that would be expected to have a material impact on the Group in the current or future reporting periods nor on foreseeable future transactions. Existing accounting policies The following accounting policies applied by the Group in these consolidated financial statements are the same as those applied by the Group in its consolidated financial statements as at and for the prior year ended 31 December 2021. Revenue Revenue principally represents the amounts receivable from customers in respect of property products, primarily membership of the Rightmove platforms, together with the provision of tenant referencing and rent guarantee insurance. Rightmove also provides non-property services, which includes Data Services and Third-Party advertising. Revenue is recognised based upon the transaction price specified in a contract with a customer. It is recognised at the point when the performance obligations are satisfied, through providing a customer with access to the Rightmove platforms and or products or other services. (i) Property products: membership of Rightmove platforms For membership listing services, customers pay monthly subscriptions to list their properties on the Rightmove platforms. Contracts for these services are per branch location or branch equivalent for Agency, Commercial and Overseas customers and per development for New Homes and Built for Rent customers. They vary in length from one month to five years but are typically for periods of six to 12 months. Performance obligations are satisfied, and revenue recognised, from the point at which the customer has access to the platform to allow them to list their properties. Subscription revenue is spread over the life of the contract. Agency, Overseas and Commercial services are typically billed monthly in advance, from the point the customer gains access to the platform, and New Homes and Built for Rent developers are billed monthly in arrears. ![]() 136 | Rightmove plc | Annual Report 2022 2 Significant accounting policies continued Customers have the option to enhance their property listings and presence on Rightmove through purchasing additional advertising products. For products that provide enhanced brand exposure over a period of time, revenue is recognised over the life of the product, from the point the customer gains access to the product. Invoices are sent on a monthly basis, in line with the core listing services. For products with a one-off usage basis, revenue is recognised at the end of the month during which the customer chose to apply and use the product. Discounts may be offered to customers as part of membership or package offers, on a pro-rata basis, and are taken into consideration in the transaction price for each product. (ii) Property products: provision of tenant referencing and insurance broking commission Referencing revenue relates to the supply of tenant referencing services, primarily to lettings agency customers. Performance obligations are satisfied, and revenue is recognised, at the end of the month during which the tenant referencing service is completed and the final report is passed to the customer. Revenue related to insurance broking commission is generated on the sale of rent guarantee insurance to lettings agents and landlord customers, where Rightmove acts as an agent. Revenue is recognised at the start date of the insurance policy purchased and represents the commissions earned. (iii) Non-property products Data Services revenue relates to fees generated for a variety of different data and valuation products and tools. Where the contract gives a customer access to use Rightmove’s property tools, revenue is recognised on a monthly basis, over the life of the product, from the point the customer gains access to the tools. Where the contract is to provide the customer with specific data, revenue is recognised at the point that the data is transferred to the customer. Discounts may be offered to customers on a pro-rata basis and are taken into consideration in the transaction price for each performance obligation. Third-Party advertising revenue represents amounts paid by customers to advertise non-property products on the Rightmove platforms. Performance obligations are met once a customer is actively advertising on the Rightmove platform. Revenue is recognised on a monthly basis over the life of the contract. A small number of arrangements with Third-Party customers mean that Rightmove is acting as an agent, in a principal-agency relationship. In any case where the Group is acting as an agent, revenue is recognised as a net amount, reflecting the margin earned. Contract assets and liabilities Contract assets relate to the Group’s rights to consideration for services that have been provided at the reporting date. Contract assets are transferred to receivables when the rights to consideration have become unconditional. Contract liabilities relate to the advance consideration received from Estate Agency, Overseas and Commercial customers,  Investments Investment in subsidiaries are held in the parent Company financial statements at cost, plus any capital contribution to the subsidiaries, less any provision for impairment. Further information is included in Note 14. Intangible assets (i) Goodwill Goodwill arising on a business combination represents the difference between the fair value of the consideration paid and the fair value of the net identifiable assets acquired and is included in intangible assets. Goodwill is stated at cost less any accumulated impairment losses. Goodwill is tested annually for impairment. (ii) Research and development The Group undertakes research and development expenditure in view of developing new products and improving the existing property platforms. Expenditure on research activities, undertaken with the prospect of gaining new technical knowledge and understanding, is recognised in the income statement as incurred. Notes continued ![]() Rightmove plc | Annual Report 2022 | 137 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS 2 Significant accounting policies continued Development costs that are directly attributable to the design and testing of identifiable and unique software products, websites and systems controlled by the Group are capitalised and recognised as intangible assets when the following criteria are met: it is technically feasible to complete the software product or website so that it will be available for use; management intends to complete the software product or website and use or sell it; there is an ability to use or sell the software product or website; it can be demonstrated how the software product or website will generate probable future economic benefits; adequate technical, financial and other resources to complete the development and to use or sell the software product or website are available; and, the expenditure attributable to the software product or website during its development can be reliably measured. Directly attributable costs that are capitalised as part of the software product, website or system include employee and contractor costs. Other development expenditures that do not meet these criteria, as well as ongoing maintenance and costs associated with routine upgrades and enhancements, are recognised as an expense as incurred. Development costs for software, websites and systems are carried at cost less accumulated amortisation and are amortised over their useful lives (not exceeding five years) at the point in which they come into use. (iii) Computer software and licences Computer software and externally acquired software licences are capitalised and stated at cost less accumulated amortisation and impairment losses. Amortisation is charged from the date the asset is available for use. Amortisation is provided to write off the cost less the estimated residual value of the computer software or licence by equal annual instalments over its estimated useful economic life as follows: Computer software 20.0% – 33.3% per annum Software licences 20.0% – 33.3% per annum (iv) Customer relationships The customer relationships identified on the acquisition of Rightmove Landlord & Tenant Services are valued using the income approach, calculating the multi-period excess earnings. Amortisation is expensed in the income statement on a straight-line basis over the estimated useful economic life as follows: Customer relationships 10.0% per annum Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. Capitalised costs are held as an asset in progress until such point that the asset is brought into use, at which point it is transferred to the appropriate property, plant and equipment category and depreciation is charged. Depreciation is provided to write off the cost less the estimated residual value of property, plant and equipment by equal annual instalments over their estimated useful economic lives as follows: Office equipment, fixtures and fittings 20.0% per annum Computer equipment 20.0% – 33.3% per annum Motor vehicles 33.3% per annum Leasehold improvements remaining life of the lease Impairment The carrying value of property, plant and equipment is reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation but are tested for impairment annually and whenever there is an indication that they might be impaired. An impairment loss is recognised for the amount by which the carrying value of the asset exceeds its recoverable amount. The carrying amounts of the Group’s non-financial assets, other than deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash flows, the recoverable amount is determined for the cash generating unit to which the asset belongs. ![]() 138 | Rightmove plc | Annual Report 2022 2 Significant accounting policies continued For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generate cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit”). The goodwill acquired in a business combination, for the purpose of impairment testing, is allocated to cash-generating units (or “CGUs”). Goodwill acquired in a business combination is allocated to groups of CGUs that are expected to benefit from the synergies of the combination. An impairment loss is recognised if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment losses are recognised in the income statement. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the units, and then to reduce the carrying amounts of the other assets in the unit (group of units) on a pro rata basis. Cash and cash equivalents Cash and cash equivalents comprise cash balances and call deposits with original maturities of three months or less. Where the original maturity exceeds three months, amounts are classified as money market deposits and presented separately within the Balance Sheet. Provisions A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as a finance cost where material. Leases When a contractual arrangement contains a lease, the Group recognises a lease liability and a corresponding right of use asset at the commencement of the lease. At the commencement date the lease liability is measured at the present value of the future lease payments, discounted using the Group’s incremental borrowing rate where the interest rate in the lease is not readily determined. Subsequently, the lease liability is adjusted by increasing the carrying amount to reflect interest on the lease liability, reducing the carrying amount to reflect the lease payments made and remeasuring the carrying amount to reflect any reassessment or lease modifications. The lease term is determined from the commencement date of the lease and covers the non-cancellable term. If the Group has an extension option, which it considers it reasonably certain to exercise, then the lease term will be considered to extend beyond that non-cancellable period. If the Group has a termination option, which it considers it reasonably certain to exercise, then the lease term will be considered to be until the point the termination option will take effect. At the commencement date the right of use asset is measured at an amount equal to the lease liability plus any lease payments made before the commencement date and any initial direct costs, less any lease incentive payments. An estimate of costs to be incurred in restoring an asset, in accordance with the terms of the lease, is also included in the right of use asset at initial recognition. Subsequently, the right of use asset is depreciated over the life of the lease term. An adjustment is also made to the right of use to reflect any remeasurement of the corresponding lease liability. The right of use assets are also subject to impairment testing under IAS 36. Short-term leases and low value leases are not recognised as lease liabilities and right of use assets but are recognised as an expense straight line over the lease term. Employee benefits (i) Pensions The Group provides access to stakeholder pension schemes (defined contribution pension plans). Obligations for contributions to defined contribution pension plans are recognised as an employee benefit expense in the income statement when they are incurred. (ii) Employee share schemes The Group provides share-based incentive plans allowing executive directors and other employees to acquire shares in the Company. An expense is recognised in the income statement, with a corresponding increase in equity, over the period during which the employees become unconditionally entitled to acquire equity settled share-based incentives. Notes continued ![]() Rightmove plc | Annual Report 2022 | 139 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS 2 Significant accounting policies continued Fair value at the grant date is measured using either the Monte Carlo or Black Scholes pricing model as is most appropriate for each scheme. Measurement inputs include: share price on measurement date; exercise price of the instrument; expected volatility (based on weighted average historic volatility adjusted for changes expected due to publicly available information); weighted average expected life of the instruments (based on historical experience and general option behaviour); expected dividends; and, risk-free interest rates (based on government bonds). Service and non-market performance conditions attached to the awards are not taken into account in determining the fair value of the individual shares awarded. For share-based incentive awards with non-vesting conditions, the grant date fair value of the share-based incentives is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes. When either the employee or the Company chooses not to meet the non-vesting condition, the failure to meet the non-vesting condition is treated as a cancellation and the cost that would have been recognised over the remainder of the vesting period is recognised immediately in the income statement. For awards with market-related performance criteria (such as TSR), an expense is recognised over the vesting period irrespective of whether the market condition is satisfied. Share awards to employees are made by the Company and treated as equity settled share-based payments: share-based payments awards which are shareholder approved schemes (DSP and PSP) are settled via Treasury shares for employees. EBT shares are used for the non-shareholder approved schemes (RSP) and also for the SAYE shares for those employed or previously employed by the subsidiary, Rightmove Group Limited, and its subsidiaries; the SIP shares are used to settle the SIP award of free shares to employees. (iii) Own shares held by The Rightmove Employee Share Trust (EBT) The Group put in place an employee benefit trust (EBT) a number of years ago. The EBT was sponsored and funded by the parent Company at the time, which was Rightmove Group Limited. Whilst the Group has since been restructured under a new topco – the Company Rightmove plc – the sponsorship of the trust was not changed and the EBT shares are held in the subsidiary Rightmove Group Limited. (iv) Own shares held by The Rightmove Share Incentive Plan Trust (SIP) The Company established the Rightmove Share Incentive Plan Trust (SIP) in November 2014. The SIP is treated as an agent of Rightmove plc, and as such SIP transactions are treated as being those of Rightmove plc and are therefore reflected in the Group’s consolidated financial statements. In particular, at a consolidated level, the SIP’s purchases of shares in the Company are charged directly to equity. (v) Own shares held by Treasury The Company bought the Treasury shares in 2008 and these shares may be used to satisfy shareholder approved share-based incentive awards. (vi) National Insurance (NI) on share-based incentives Employer’s NI is accrued, where applicable, at a rate of 13.8%, which management expects to be the prevailing rate when share- based incentives are exercised. In the case of share options, it is provided on the difference between the share price at the reporting date and the average exercise price of share options. In the case of nil cost performance shares and deferred shares, it is provided based on the share price at the reporting date. The NI on share-based payments in relation to the exercise of the shares is charged to the income statement over the vesting period of the award. Treasury shares and shares purchased for cancellation When share capital recognised as equity is repurchased, the amount of the consideration paid, including directly attributable costs, is recognised as a deduction from equity. Repurchased shares are either held in treasury or cancelled. Financial instruments Under IFRS 9, on initial recognition, a financial asset is classified and measured at: amortised cost, fair value through profit or loss or fair value though other comprehensive income. A financial asset is measured at amortised cost if it meets both of the following conditions: it is held within a business model whose objective is to hold assets to collect contractual cash flows; and its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Under IFRS 9, trade receivables including contract assets, without a significant financing component, are classified and held at amortised cost, being initially measured at the transaction price and subsequently measured at amortised cost less any impairment loss. ![]() 140 | Rightmove plc | Annual Report 2022 2 Significant accounting policies continued The Group has elected to measure loss allowances for trade receivables and contract assets at an amount equal to lifetime expected credit losses (‘ECLs’). Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Group expects to receive). The Group assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due. The Group assesses whether a financial asset is in default on a case-by-case basis when it becomes probable that the customer is unlikely to pay its credit obligations. The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. For all customers, the Group individually makes an assessment with respect to the timing and amount of write-off based on whether there is a reasonable expectation of recovery. The Group expects no significant recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group’s procedures for recovery of amounts due. When required, ECLs are adjusted to take into account macro-economic factors. At each reporting date, the Group assesses whether financial assets carried at amortised cost are credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Financial assets are derecognised when the rights to receive cash flows from the asset have expired or the Group has transferred its rights to receive cash flows from the asset. On initial recognition financial liabilities are measured fair value, they are classified and subsequently measured at amortised cost. Financial liabilities measured at amortised cost include trade and other payables and lease liabilities. Financial liabilities are derecognised when the obligation under the liability is discharged, cancelled or expires. Segmental reporting Rightmove has one reportable segment, being the consolidated result. Whilst the Chief Operating Decision Maker separately monitors revenue for different business units they do not separately monitor business unit profit, operating costs, financial income, financial expenses and income taxes for these areas of the business, instead monitoring this on a consolidated level. The Group presents internal financial information that measures business performance to the Chief Executive Officer, who is the Group’s Chief Operating Decision Maker. This information is used for the purpose of making decisions about resources to be allocated and of assessing performance. This financial information includes information on revenue performance and specific monitoring of trade receivable levels for each of the following business units: • Agency which provides resale and lettings property advertising services on Rightmove’s platforms; • New Homes which provides property advertising services to new home developers and housing associations on Rightmove’s platforms; and • Other which comprises Overseas and Commercial property advertising services; non-property advertising services which include our Third-Party advertising and Data Services; and the new mortgages business. All revenues in all periods are derived from third parties. The disaggregated revenue is included within Note 4. Financial income and expenses Financial income comprises interest receivable on cash balances and money market deposits and dividend income. Interest income is recognised as it accrues, using the effective interest method. Dividend income is recognised on the date that the Company’s right to receive payment is established. Financial expenses comprise banking fees and bank charges and the unwinding of the discount on provisions and lease liabilities. Taxation Income tax on the results for the year comprises current and deferred tax. Income tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity. Current tax is the expected tax payable on the taxable income for the period net of any charge or credit posted directly to equity, using tax rates enacted or substantially enacted at the reporting date and any adjustment to tax payable in respect of previous periods. Notes continued ![]() Rightmove plc | Annual Report 2022 | 141 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS 2 Significant accounting policies continued Deferred tax is provided in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of goodwill; the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination; and the differences relating to investments in subsidiaries to the extent that the parent Company is able to control the reversal and it is probable that the temporary difference will not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantially enacted at the reporting date. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. In accordance with IAS 12, the Group policy in relation to the recognition of deferred tax on the exercise of share-based incentives is to include the income tax effect of the tax deduction in the income statement, up to the value of the income tax charge on the cumulative IFRS 2 charge. The remainder of the income tax effect of the tax deduction is recognised in equity. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and it is the intention to settle these on a net basis. Dividends Dividends unpaid at the reporting date are only recognised as a liability (and deduction to equity) at that date to the extent that they are appropriately authorised and are no longer at the discretion of the Company. Unpaid dividends that do not meet these criteria are disclosed in the notes to the financial statements. Earnings per share (EPS) The Group presents basic and diluted EPS data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to equity holders of the Company by the weighted average number of ordinary shares outstanding during the year, adjusted for own shares held. For diluted EPS, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all potentially dilutive shares. The Group’s potential dilutive instruments are in respect of share-based incentives granted to employees, which will be settled by ordinary shares held by the EBT, the SIP and shares held in treasury. 3 Risk and capital management Overview The Group has exposure to the following risks from its use of financial instruments: • credit risk • liquidity risk • market risk. This note presents information about the Group and Company’s exposure to each of the above risks, the Group’s objectives, policies and processes for measuring and managing risk and the Group’s management of capital. Further quantitative disclosures are included throughout these consolidated financial statements. Credit risk Credit risk is the risk of financial loss to the Group if a customer or banking institution fails to meet its contractual obligations. The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The Group provides credit to customers in the normal course of business. The Group provides its services to a wide range of customers in the UK and overseas and therefore believes it has no material concentration of credit risk. The majority of the Group’s customers pay via monthly direct debit, minimising the risk of non-payment. The Group establishes an expected credit loss that represents its estimate of losses in respect of trade and other receivables, including contract assets. Further details of these are given in Note 24. The Group’s treasury policy is to monitor cash and deposit balances on a daily basis and to manage counterparty risk by ensuring that no more than £40,000,000 is held with any single institution. ![]() 142 | Rightmove plc | Annual Report 2022 3 Risk and capital management continued Liquidity risk Liquidity risk is the risk that the Group will encounter difficulties in meeting the obligations associated with its financial liabilities that are settled by delivering cash. The Group and Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation. The Group’s revenue model is largely subscription-based, which results in a regular level of cash conversion allowing it to service working capital requirements. The Group and Company ensure that they have sufficient cash on demand to meet expected operational expenses, excluding the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters. Throughout the year, the Group typically had sufficient cash on demand to meet operational expenses, before financing activities, for a period of 179 days (2021: 252 days). Market risk Market risk is the risk that changes in market prices such as foreign exchange and interest rates will affect the Group’s income. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return on risk. (i) Currency risk All of the Group’s sales and more than 97% (2021: 98%) of the Group’s purchases are sterling denominated, accordingly it has no significant currency risk. (ii) Interest rate risk Group has interest bearing lease liabilities, although the interest on these is insignificant. The Group is exposed to interest rate risk on cash and money market deposit balances. The Company has no interest bearing financial liabilities, other than intercompany payables with its subsidiary Rightmove Group Limited. Capital management The Board’s policy is to maintain an efficient statement of financial position so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Board of directors considers that the future working capital and capital expenditure requirements of the Group will continue to be low and accordingly return on capital measures are not key performance targets. The Board of directors monitors the spread of the Company’s shareholders as well as basic EPS. The Board’s policy is to return surplus capital to shareholders through a combination of dividends and share buybacks. (i) Dividend policy The Board of directors has a progressive dividend policy and monitors the level of dividends to ordinary shareholders in relation to the growth in underlying profit. The Board has adopted this policy in order to align shareholder returns with the underlying growth achieved in the profitability of the Company. The capacity of the Company to make dividend payments is primarily determined by the level of available retained earnings in the Company, after deduction of own shares held, and the cash resources of the Group. The retained earnings of the Company, after deduction of own shares held, are £405,026,000 (2021: £409,696,000) as set out in the Company statement of changes in shareholders’ equity. The Group has cash and money market deposits at 31 December 2022 of £40,136,000 (2021: cash of £47,988,000), the majority of which is held by the principal operating subsidiary, Rightmove Group Limited. The Company is well positioned to fund its future dividends given the strong cash generative nature of the business. In 2022, cash generated from operating activities was £244,166,000 (2021: £236,836,000) representing an operating cash conversion rate of 101%  profit for the year. (ii) Share buybacks The Company purchases its own shares in the market; the timing of which depends on available free cash flow and market conditions. In 2022, 22,277,147 (2021: 26,709,384) shares were bought back at an average price of £5.83 (2021: £6.53) and were cancelled (Note 21). There were no changes in the Group’s approach to capital management during the year. Neither the Company nor any of its subsidiaries are subject to externally imposed capital requirements. Notes continued ![]() Rightmove plc | Annual Report 2022 | 143 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS 4 Revenue The Group’s operations and main revenue streams are those described in these annual financial statements. The Group’s revenue is derived from contracts with customers. Disaggregation of revenue In the following table, revenue is disaggregated by property and non-property advertising revenue. The table also includes a reconciliation of the disaggregated revenue with the Group’s business units. Year ended 31 December 2022 Agency £000 New Homes £000 Other £000 Total £000 Revenue stream Property products 247,310 52,588 17,254 317,152 Non-property products – – 15,470 15,470 247,310 52,588 32,724 332,622 Year ended 31 December 2021 Agency £000 New Homes £000 Other £000 Total £000 Revenue stream Property products 224,490 50,026 14,211 288,727 Non-property products – – 16,159 16,159 224,490 50,026 30,370 304,886 Geographic information In presenting information on the basis of geography, revenue and assets reflect the geographical location of customers. 2022 2021 Group Revenue £000 Trade receivables £000 Revenue £000 Trade receivables £000 UK 327,188 20,880 300,056 17,876 Rest of the world 5,434 29 4,830 54 332,622 20,909 304,886 17,930 Contract balances The contract assets primarily relate to the Group’s rights to consideration for services provided but not invoiced at the reporting date. The contract assets are transferred to trade receivables when invoiced and the rights have become unconditional. The contract liabilities primarily relate to the advance consideration received from Agency, Overseas and Commercial customers, for which revenue is recognised as or when the services are provided. The following table provides information about contract assets and contract liabilities from contracts with customers: Contract assets £000 Contract liabilities £000 Contract balances as at 31 December 2021 120 (2,633) Performance obligations satisfied in previous years (120) – Performance obligations satisfied in the current year – 2,623 Accrued/(deferred) during the year 454 (2,315) Contract balances as at 31 December 2022 454 (2,325) ![]() 144 | Rightmove plc | Annual Report 2022 5 Operating profit Note 2022 £000 2021 £000 Operating profit is stated after charging: Employee benefits 6 45,474 37,974 Depreciation of property, plant and equipment 12 3,504 3,448 Amortisation of intangibles 13 1,082 991 Trade receivables impairment charge 24 733 260 Auditor’s remuneration 2022 £000 2021 £000 Fees payable to the Company’s auditor in respect of the audit Audit of the Company’s financial statements 140 53 Audit of the Company’s subsidiaries pursuant to legislation 310 235 Total audit remuneration 450 288 Fees payable to the Company’s auditor in respect of non-audit related services Half-year review of the condensed financial statements 40 25 All other services 10 2 Total non-audit remuneration 50 27 There were no other fees payable to EY LLP (2021: there were no other fees payable to KPMG LLP). 6 Employee numbers and costs The average number of persons employed (including executive directors) during the year, analysed by category, was as follows: 2022 2021 Number of employees Administration 606 526 Management 41 46 647 572 The average number of employees in the parent Company were 10 (2021: 10), including six non-executive directors (2021: six) and  The aggregate payroll costs of these persons were as follows: Group Company 2022 £000 2021 £000 2022 £000 2021 £000 Wages and salaries 38,396 32,353 1,593 1,655 Social security costs 5,111 4,006 264 241 Pension costs 1,967 1,615 48 46 45,474 37,974 1,905 1,942 Share-based payments cost (Note 23) 4,069 4,865 846 1,057 Total 49,543 42,839 2,751 2,999 Notes continued ![]() Rightmove plc | Annual Report 2022 | 145 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS 6 Employee numbers and costs continued Wages and salaries include £15,927,000 (2021: £11,807,000) relating to the product development and technology teams; these teams spend a proportion of their time on research and development activities, including innovation of our product proposition and enhancements to the Rightmove platforms, as well as on routine maintenance of the platforms. Social security costs only include the national insurance on wages and salaries; the national insurance credit of £110,000 (2021: charge of £942,000) relating to NI on share-based incentives is included within the share-based payments cost shown above. 7 Financial income 2022 £000 2021 £000 Interest income on cash and cash equivalents 337 17 Interest income on money market deposits 44 3 381 20 8 Financial expenses 2022 £000 2021 £000 Other interest payable 219 198 Interest unwind on lease liabilities 223 273 442 471 9 Income tax expense 2022 £000 2021 £000 Current tax expense Current year 46,041 42,307 Adjustment to current tax charge in respect of prior years 102 113 46,143 42,420 Deferred tax (Note 15) Origination and reversal of temporary differences (195) (113) Adjustment to deferred tax in respect of prior years (85) 175 Increase in tax rate at which deferred tax is being recognised (262) 73 (542) 135 Total income tax expense 45,601 42,555 ![]() 146 | Rightmove plc | Annual Report 2022 9 Income tax expense continued Income tax credit recognised directly in equity 2022 £000 2021 £000 Current tax Share-based incentives (28) (609) Deferred tax Share-based incentives 1,180 (260) Increase in tax rate at which deferred tax is being recognised 68 (59) 1,248 (319) Total income tax charge/(credit) recognised directly in equity 1,220 (928) Total income tax recognised directly in equity in respect of the Company was a charge of £123,000 (2021: a credit of £211,000). Reconciliation of effective tax rate The Group’s consolidated effective tax rate for the year ended 31 December 2022 is 18.9% (2021: 18.9%) which is lower than (2021: lower than) the standard rate of corporation tax in the UK due to the items shown below: 2022 £000 2021 £000 Profit before tax 241,282 225,649 Current tax at 19.0% (2021: 19.0%) 45,844 42,873 (Increase)/reduction in tax rate at which deferred tax is being provided (262) 73 Net (non-taxable income) /non-deductible expenses 16 (654) Adjustment to deferred tax charge in respect of prior years (85) 175 Adjustment to current tax charge in respect of prior years 102 113 Difference between the current and deferred tax rates (14) (25) 45,601 42,555 Factors affecting future tax charge The increase in the UK corporation rate from 19% to 25% (effective 1 April 2023) was substantively enacted on 24 May 2021. This will increase the Company’s future current tax charge accordingly. The deferred tax at 31 December 2022 has been calculated based on these rates, reflecting the expected timing of reversal of the related temporary differences (Note 15). 10 Earnings per share (EPS) Pence per share £000 Basic Diluted Year ended 31 December 2022 Profit for the year and EPS 195,681 23.4 23.4 Underlying profit and underlying EPS 198,751 23.8 23.7 Year ended 31 December 2021 Profit for the year and EPS 183,094 21.3 21.3 Underlying profit and underlying EPS 186,815 21.8 21.7 Notes continued ![]() Rightmove plc | Annual Report 2022 | 147 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS 10 Earnings per share (EPS) continued Weighted average number of ordinary shares (basic) 2022 Number of shares 2021 Number of shares Issued ordinary shares at 1 January less ordinary shares held by the EBT and SIP Trust 857,732,814 884,234,565 Less own shares held in treasury at the beginning of the year (12,480,472) (13,285,490) Weighted effect of own shares purchased for cancellation (9,977,584) (12,603,891) Weighted effect of share-based incentives exercised 144,448 436,477 Weighted effect of shares purchased (99,344) (11,640) Issued ordinary shares at 31 December less ordinary shares held by treasury, SIP and the EBT 835,319,862 858,770,021 Weighted average number of ordinary shares (diluted) In calculating diluted EPS, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all potentially dilutive shares. The Group’s potentially dilutive instruments are in respect of share-based incentives granted to employees. 2022 Number of shares 2021 Number of shares Weighted average number of ordinary shares (basic) 835,319,862 858,770,021 Dilutive impact of share-based incentives outstanding 2,185,506 1,511,725 837,505,368 860,281,746 The average market value of the Group’s shares for the purposes of calculating the dilutive effect of share-based incentives was based on quoted market prices during the period which the share-based incentives were outstanding. 11 Dividends Dividends declared and paid by the Company were as follows: 2022 2021 Pence per share £000 Pence per share £000 2020 final dividend paid – – 4.50 38,900 2021 interim dividend paid – – 3.00 25,594 2021 final dividend paid 4.8 40,312 – – 2022 interim dividend paid 3.3 27,393 – – 8.1 67,705 7.5 64,494 Unclaimed dividends returned – (26) – (47) Net dividends included in the statement of cash flows – 67,679 – 64,447 After the reporting date, a final dividend of 5.2p (2021: 4.8p) per qualifying ordinary share, being £42,911,000 (2021: £40,403,000), was proposed by the Board of Directors. The final dividend will be paid, subject to shareholder approval, on 26 May 2023. The 2021 final dividend of £40,312,000 (4.8p per qualifying share) was paid on 27 May 2022. It was £91,000 lower than that reported in the 2021 annual accounts due to a decrease in the ordinary shares entitled to a dividend between 25 February 2022 and the interim dividend record date of 29 April 2022. The 2022 interim dividend paid on 28 October 2022 was £27,393,000, being £407,000 lower than that reported in the 2022 Half-Year report of £27,800,000. This was due to a decrease in the number of ordinary shares entitled to a dividend between  The terms of the EBT provide that dividends payable on the ordinary shares held by the EBT are waived. No provision was made for the final dividend in either year and there are no income tax consequences. ![]() 148 | Rightmove plc | Annual Report 2022 12 Property, plant and equipment Group Land & buildings \* £000 Office equipment, fixtures & fittings £000 Computer equipment £000 Leasehold improvements £000 Motor vehicles \* £000 Total £000 Cost At 1 January 2022 14,834 1,080 12,587 1,115 2,389 32,005 Additions – 488 347 – – 835 Leased asset additions 765 – – – 343 1,108 Disposal (555) (60) (518) 2 2 (1,129) At 31 December 2022 15,044 1,508 12,416 1,117 2,734 32,819 Depreciation At 1 January 2022 (6,106) (947) (10,721) (710) (1,531) (20,015) Charge for year (1,722) (134) (1,054) (75) (519) (3,504) Disposal 555 60 518 (2) (2) 1,129 At 31 December 2022 (7,273) (1,021) (11,257) (787) (2,052) (22,390) Net book value At 31 December 2022 7,771 487 1,159 330 682 10,429 At 31 December 2021 8,728 133 1,866 405 858 11,990 Group Land & buildings\* £000 Office equipment, fixtures & fittings £000 Computer equipment £000 Leasehold improvements £000 Motor vehicles\* £000 Total £000 Cost At 1 January 2021 14,634 1,074 11,893 1,115 1,703 30,419 Additions – 6 694 – – 700 Leased asset additions – – – – 686 686 Modification of leased assets 200 – – – – 200 At 31 December 2021 14,834 1,080 12,587 1,115 2,389 32,005 Depreciation At 1 January 2021 (4,531) (802) (9,566) (588) (1,080) (16,567) Charge for year (1,575) (145) (1,155) (122) (451) (3,448) At 31 December 2021 (6,106) (947) (10,721) (710) (1,531) (20,015) Net book value At 31 December 2021 8,728 133 1,866 405 858 11,990 At 31 December 2020 10,103 272 2,327 527 623 13,852 \* Land & Buildings and Motor Vehicles are Right of Use assets held under leasing arrangements accounted for in accordance with IFRS16. Further disclosure is in Note 19. The Company had no property, plant or equipment in either year. Notes continued ![]() Rightmove plc | Annual Report 2022 | 149 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS 13 Intangible assets Group Goodwill £000 Computer software £000 Customer relationships £000 Total £000 Cost At 1 January 2022 16,516 7,386 4,521 28,423 Additions – 2,015 – 2,015 Disposal – (838) – (838) At 31 December 2022 16,516 8,563 4,521 29,600 Amortisation At 1 January 2022 – (6,264) (1,018) (7,282) Charge for year – (630) (452) (1,082) Disposed in the year – 838 – 838 At 31 December 2022 – (6,056) (1,470) (7,526) Net book value At 31 December 2022 16,516 2,507 3,051 22,074 At 31 December 2021 16,516 1,122 3,503 21,141 Group Goodwill £000 Computer software £000 Customer relationships £000 Total £000 Cost At 1 January 2021 16,516 7,367 4,521 28,404 Additions – 19 – 19 At 31 December 2021 16,516 7,386 4,521 28,423 Amortisation At 1 January 2021 – (5,726) (565) (6,291) Charge for year – (538) (453) (991) At 31 December 2021 – (6,264) (1,018) (7,282) Net book value At 31 December 2021 16,516 1,122 3,503 21,141 At 31 December 2020 16,516 1,641 3,956 22,113 The Company had no intangible assets in either year. Impairment testing for cash-generating units containing goodwill The goodwill comprises £14.1m recognised on the acquisition of Rightmove Landlord & Tenant Services Limited in 2019; a further £1.7m arising on the acquisition of The Outside View Analytics Limited in May 2016; and £0.7m of purchased goodwill arising pre-transition to IFRS. Management performed the annual impairment test. For the purposes of impairment testing, goodwill is allocated to the Group’s lowest cash generating unit which is the Agency only business unit. The calculations used in the cash flow projections are based on the latest three-year business plan which includes revenue per business unit, which has been updated to reflect the most recent developments as at the reporting date. An allocation of costs is then estimated for impairment testing purposes in accordance with IAS 36. The impairment test looked at cash flows over the coming five years. The key assumptions used were the long-term growth rate for years outside of the three-year business plan of 5% (2021: 3%), and the pre-tax discount rate used of 10%  amount and there is no impairment. This result is not sensitive to any reasonable possible changes in the key assumptions used. ![]() 150 | Rightmove plc | Annual Report 2022 14 Investments The subsidiaries of the Group as at 31 December 2022 were as follows: Company Nature of business Country of incorporation Holding Class of shares Trading status Rightmove Group Limited Online property advertising England and Wales 100% Ordinary Trading Rightmove Financial Services Limited Online rental services England and Wales 100% Ordinary Trading Rightmove Landlord and Tenant Services Limited Rental referencing and insurance services England and Wales 100% Ordinary Trading During the year, on 11 October 2022, Rightmove Property Services Limited – a dormant Company incorporated in England and Wales – was struck off the Companies House register and dissolved. All the above subsidiaries are included in the Group consolidated financial statements. The registered office for all subsidiaries of the Group is 2 Caldecotte Lake Business Park, Caldecotte Lake Drive, Caldecotte, Milton Keynes, MK7 8LE. Company 2022 £000 2021 £000 Investment in subsidiary undertakings At 1 January 560,740 557,622 Additions – subsidiary share-based payments charge 3,156 3,118 At 31 December 563,896 560,740 In 2008, the Company became the holding Company of Rightmove Group Limited (formerly Rightmove plc, Company no. 03997679) and its subsidiaries pursuant to a Scheme of Arrangement under s425 of the Companies Act 2006, by way of a share- for-share exchange. Following the Scheme of Arrangement, the Company underwent a court-approved capital reduction. The consolidated assets and liabilities of the Group immediately after the Scheme were substantially the same as the consolidated assets and liabilities of the Group immediately prior to the Scheme. Following the capital reconstruction in 2008, all employees’ share-based incentives were transferred to the new holding Company, Rightmove plc. In addition, certain directors’ contracts of employment were transferred from Rightmove Group Limited to Rightmove plc, whilst all other employees remained employed by Rightmove Group Limited. Accordingly, the share-based payments charge has been split between the Company and Rightmove Group Limited with £3,156,000 (2021: £3,118,000) being recognised in the Company accounts as a capital contribution to its subsidiary. The Company’s investment in its subsidiary undertaking, Rightmove Group Limited, has been assessed for impairment. Management compared the carrying amount of the investment to the market capitalisation of the Group, as Rightmove Group Limited contains 99% of the Group’s trading operations. There was no impairment as at 31 December 2022 – the market capitalisation of the Group was more than seven times greater than the Company’s investment in Rightmove Group Limited. Notes continued ![]() Rightmove plc | Annual Report 2022 | 151 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS 15 Deferred tax asset and deferred tax liability Net deferred tax position Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same tax authority and the Group intends to settle its current tax assets and liabilities on a net basis. Group Group Company Company 2022 £000 2021 £000 2022 £000 2021 £000 Deferred tax asset 2,354 3,135 478 481 Deferred tax liability (894) (966) – – At 31 December 1,460 2,169 478 481 The deferred tax asset and deferred tax liability are attributable to the following: Deferred tax asset Group Company Share-based incentives £000 Property, plant and equipment £000 Provisions £000 Total £000 Share-based incentives £000 At 1 January 2022 2,576 419 140 3,135 481 Adjustment in respect of prior year – – 77 77 – Recognised in income 654 (184) (80) 390 139 Recognised directly in equity (1,248) – – (1,248) (142) At 31 December 2022 1,982 235 137 2,354 478 At 1 January 2021 2,066 381 396 2,843 549 Adjustment in respect of prior year – 10 (175) (165) – Recognised in income 191 28 (81) 138 (24) Recognised directly in equity 319 – – 319 (44) At 31 December 2021 2,576 419 140 3,135 481 The decrease in the deferred tax asset at 31 December 2022 is mostly driven by the decrease in the deferred tax in relation to the share-based incentives, which reflected a decrease in the share price during the year to £5.11 from £7.95 in 2021 (more than offsetting the increase in the rate at which deferred tax was recognized). Deferred tax liability Group Intangibles 2022 £000 Intangibles 2021 £000 At 1 January (966) (859) Prior year adjustment 7 (10) Recognised in income 65 (97) At 31 December (894) (966) The decrease in the deferred tax liability as at 31 December 2022 is due to amortization. The deferred tax as at 31 December 2022 has been calculated at the average rate of 24% (2021:21%) which represents the average rate at which the assets and liabilities are expected to reverse in the future, based on substantively enacted UK tax rates. ![]() 152 | Rightmove plc | Annual Report 2022 16 Trade and other receivables Group Note 2022 £000 2021 £000 Trade receivables 21,754 18,645 Less provision for impairment of trade receivables 24 (845) (715) Net trade receivables 20,909 17,930 Prepayments 5,243 5,028 Interest receivable 48 1 Other debtors 414 153 26,614 23,112 Exposure to credit and currency risks and expected credit losses relating to trade and other receivables are disclosed in Note 24. The Company had no trade and other receivables in either year. 17 Cash and deposits Group 2022 £000 2021 £000 Cash and cash equivalents 35,089 42,985 Money market deposits 5,047 5,003 40,136 47,988 Cash balances with an original maturity of less than three months were held in current accounts during the year and attracted interest at a weighted average rate of 0.9% (2021: 0.0%). The cash and cash equivalents balance included £237,000 (2021: £89,000) which is restricted to use in accordance with the deeds of the EBT. Money market deposits with an original maturity of more than three months and less than a year, attracted interest at a weighted average rate of 0.9% (2021: 0.1%). The company had cash and cash equivalents of £408 during the year (2021: £468). 18 Trade and other payables Group Company 2022 £000 2021 £000 2022 £000 2021 £000 Trade payables 1,155 3,056 – – Trade accruals 6,147 7,748 935 1,139 Other creditors 1,284 979 – – Other taxation and social security 12,288 10,974 – – Inter-group payables – – 26,713 21,842 20,874 22,757 27,648 22,981 Notes continued ![]() Rightmove plc | Annual Report 2022 | 153 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS 19 Leases The Group leases assets, including land and buildings and motor vehicles, that are held within property, plant and equipment (Note 12). Information about leases for which the Group is a lessee is presented below. Analysis of property, plant and equipment between owned and leased assets 2022 £000 2021 £000 Net book value of property, plant and equipment owned 1,976 2,404 Net book value of leased right of use assets 8,453 9,586 10,429 11,990 Net book value of right of use assets Property £000 Vehicles £000 Total £000 At 1 January 2022 8,728 858 9,586 Additions 765 343 1,108 Depreciation charge (1,722) (519) (2,241) At 31 December 2022 7,771 682 8,453 At 1 January 2021 10,103 623 10,726 Additions – 686 686 Lease modification 200 – 200 Depreciation charge (1,575) (451) (2,026) At 31 December 2021 8,728 858 9,586 Lease liabilities maturity analysis – contractual undiscounted cash flows 2022 £000 2021 £000 Less than one year 2,558 2,398 One to five years 7,522 8,828 More than five years – 432 10,080 11,658 Lease liabilities included in the statement of financial position 2022 £000 2021 £000 Current 2,327 2,177 Non-current 7,242 8,832 9,569 11,009 Amounts recognised in income statement 2022 £000 2021 £000 Interest on lease liabilities 223 273 Expenses relating to short-term leases 281 204 Expenses relating to low-value asset leases (excluding short-term leases of low-value assets) 28 22 532 499 ![]() 154 | Rightmove plc | Annual Report 2022 19 Leases continued Amount recognised in the statement of cash flows 2022 £000 2021 £000 Total cash outflow for all leases 2,940 2,464 Reconciliation of movement of lease liabilities to cashflows 2022 £000 2021 £000 At 1 January 11,009 12,310 Payment of lease liabilities – capital (2,391) (2,464) Payment of lease liabilities – interest (232) – Total changes arising from cash flows (2,623) (2,464) New leases net of provisions 962 886 Interest 223 273 Other movements (2) 4 Total liability relating to other changes 1,183 1,163 Balance as at 31 December 9,569 11,009 20 Provisions The dilapidations provision is in respect of any of the Group’s leased properties where the Group has obligations to make good dilapidations. The non-current liabilities are estimated to be payable over periods from one to five years. Dilapidations provision £000 Employee provisions £000 Contingent consideration £000 Total £000 At 1 January 2022 646 – – 646 Utilised during the year (60) – – (60) Released during the year (5) – – (5) Charged in the year 248 – – 248 At 31 December 2022 829 – – 829 Current – – – – Non-current 829 – – 829 – – Notes continued ![]() Rightmove plc | Annual Report 2022 | 155 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS 20 Provisions continued Dilapidations provision £000 Employee provisions £000 Contingent consideration £000 Total £000 At 1 January 2021 562 666 2,407 3,635 Utilised during the year – (666) – (666) Released during the year – – (2,407) (2,407) Charged in the year 84 350 – 434 Reclassified in the year – (350) – (350) At 31 December 2021 646 – – 646 Current 61 – – 61 Non-current 585 – – 585 646 – – 646 During the prior year 2021, the Group reclassified the accrual in relation to employee-related holiday pay, from provisions to be shown as an accrual within Note 16 Trade and Other Payables. The provision for contingent consideration that arose of the acquisition of Rightmove Landlord and Tenant Services Limited was released during the prior year on 30 June 2021 due to the possibility of meeting the threshold performance criteria within the remaining timescales, to the end of 2021, being remote. The Company had no provisions in either year. 21 Share capital 2022 2021 Amount £000 Number of shares Amount £000 Number of shares In issue ordinary shares At 1 January 860 859,678,232 887 886,387,616 Purchase and cancellation of shares (22) (22,277,147) (27) (26,709,384) At 31 December 838 837,401,085 860 859,678,232 All issued shares are fully paid. The nominal value of a share is 0.1p. The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per ordinary share at general meetings of the Company. Included within  held by the SIP and 12,185,222 (2021: 12,480,472) shares held in Treasury. In June 2007, the Company commenced a share buyback program to purchase its own ordinary shares. The total number of shares bought back in 2022 was 22,277,147 (2021: 26,709,384) shares representing 2.7% (2021: 3.1%) of the ordinary shares in issue (excluding shares held in treasury). All of the shares bought back in both years were cancelled. The shares were acquired on the open market at a total consideration (excluding costs) of £129,981,000 (2021: £174,369,000). The maximum and minimum prices paid were £6.89 (2021: £7.83) and £4.39 (2021: £5.52) per share respectively. The average price paid was £5.83 (2021: £6.53). Costs incurred on purchase of own shares in relation to stamp duty charges and broker expenses were £910,000 (2021: £1,224,000). ![]() 156 | Rightmove plc | Annual Report 2022 22 Reconciliation of movement in capital and reserves Group Own shares held – £000 EBT shares reserve £000 SIP shares reserve £000 Treasury shares £000 Total £000 Own shares held as at 1 January 2021 (1,825) (3,415) (6,312) (11,552) Shares purchased for share incentive plans (1,127) (157) – (1,284) Shares transferred to SIP 1,127 (1,127) – – Share-based incentives exercised in the year 273 560 383 1,216 SIP releases in the year – 32 – 32 Own shares held as at 31 December 2021 (1,552) (4,107) (5,929) (11,588) Own shares held as at 1 January 2022 (1,552) (4,107) (5,929) (11,588) Shares purchased for share incentive plans (2,216) (682) – (2,898) Shares transferred to SIP 555 (555) – – Share-based incentives exercised in the year 56 289 140 485 SIP releases in the year – 103 – 103 Own shares held as at 31 December 2022 (3,157) (4,952) (5,789) (13,898) Own shares held – number of shares Number of shares EBT shares reserve SIP shares reserve Treasury shares Total Own shares held as at 1 January 2021 1,395,476 757,575 13,285,490 15,438,541 Shares purchased for share incentive plans 148,147 20,278 – 168,425 Shares transferred to SIP (148,147) 148,147 – – Share-based incentives exercised in the year (237,058) (133,200) (805,018) (1,175,276) SIP releases in the year – (5,800) – (5,800) Own shares held as at 31 December 2021 1,158,418 787,000 12,480,472 14,425,890 Own shares held as at 1 January 2022 1,158,418 787,000 12,480,472 14,425,890 Shares purchased for share incentive plans 432,254 128,774 – 561,028 Shares transferred to SIP (99,476) 99,476 – – Share-based incentives exercised in the year (115,233) (63,893) (295,250) (474,376) SIP releases in the year – (20,765) – (20,765) Own shares held as at 31 December 2022 1,375,963 930,592 12,185,222 14,491,777 Notes continued ![]() Rightmove plc | Annual Report 2022 | 157 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS 22 Reconciliation of movement in capital and reserves continued (a) EBT shares reserve (Group) This reserve represents the cost of own shares acquired by the EBT less any exercises of share-based incentives. At 31 December 2022, the EBT held 1,375,963 (2021: 1,158,418) ordinary shares in the Company, representing 0.2% (2021: 0.1%) of the ordinary shares in issue (excluding shares held in treasury). The market value of the shares held in the EBT at 31 December 2022 was £7,031,000 (2021: £9,209,000). (b) SIP shares reserve (Group and Company) In November 2014, the Company established the Rightmove Share Incentive Plan Trust (SIP). This reserve represents the cost of acquiring shares less any exercises or releases of SIP awards. Employees of Rightmove Group Limited and Rightmove plc were offered 500 free shares with effect from 21 December 2022 (2021: 400), subject to a three-year service period. During the year 63,893 shares were exercised (2021: 133,200) and 20,765 shares (2021: 5,800) were released by the SIP in relation to good leavers and retirees. 99,476 shares were transferred to the SIP reserve from the EBT (2021: 148,147). At 31 December 2022, the SIP held 930,592 (2021: 787,000) ordinary shares in the Company, representing 0.1% (2021: 0.1%) of the ordinary shares in issue (excluding shares held in treasury). The market value of the shares held in the SIP at 31 December 2022 was £4,755,000 (2021: £6,257,000). (c) Treasury shares (Group and Company) This represents the cost of acquiring shares held in treasury less any exercises of share-based incentives. These shares were bought in 2008 at an average price of 47.60 pence and may be used to satisfy certain share-based incentive awards. The market value of the shares held in treasury at 31 December 2022 was £62,266,000 (2021: £99,220,000). Other reserves This represents the Capital Redemption Reserve in respect of own shares bought back and cancelled. The movement of £22,000 (2021: £27,000) is the nominal value of ordinary shares bought back and cancelled during the year. Details of share buybacks and cancellation of shares are included in Note 21. Retained earnings The loss on the exercise of share-based incentives of £106,000 (2021: £482,000) is the difference between the value that the own shares, held by the EBT, SIP and treasury, were originally acquired at and the exercise price at which share-based incentives were exercised or released during the year. Company Reverse acquisition reserve This reserve resulted from the acquisition of Rightmove Group Limited by the Company and represents the difference between the value of the shares acquired at 28 January 2008 and the nominal value of the shares issued. Other reserves Awards relating to share-based incentives made to Rightmove Group Limited employees have been treated as a deemed capital contribution (Note 14). The principal movement in other reserves for the year comprises £3,156,000 (2021: £3,118,000) in respect of the share-based incentives charge for employees of Rightmove Group Limited. In addition, other reserves include £456,000 (2021: £434,000) of Capital Redemption Reserve. A movement of £22,000 (2021: £27,000) has been recorded in relation to the nominal value of ordinary shares cancelled during the year. ![]() 158 | Rightmove plc | Annual Report 2022 23 Share-based payments The Group and Company operate a number of share-based incentive schemes for executive directors and employees. All share-based incentives are subject to a service condition. Such conditions are not taken into account in the fair value of the service received. The fair value of services received in return for share-based incentives is measured by reference to the fair value of share-based incentives granted. The estimate of the fair value of the share-based incentives is measured using either the Monte Carlo or Black Scholes pricing model as is most appropriate for each scheme. NI is being accrued, where applicable, at a rate of 13.8%, which management expects to be the prevailing rate when the awards are exercised, based on the share price at the reporting date. The total NI credit for the year relating to all awards was £110,000 (2021: a charge of £942,000). The share price at 31 December 2022 was £5.11 (2021: £7.95). The Group recognised a total share-based payments charge for the year of £4,179,000 (2021: £3,923,000) with a Company charge for the year of £879,000 (2021: £762,000), as set out below: Group Company 2022 £000 2021 £000 2022 £000 2021 £000 Sharesave Plan 336 336 7 5 Performance Share Plan (PSP) 464 424 464 424 Deferred Share Bonus Plan (DSP) 2,356 2,015 401 330 Share Incentive Plan (SIP) 830 826 7 3 Restricted Share Plan (RSP) 193 322 – – Total share-based payments charge 4,179 3,923 879 762 NI on applicable share-based incentives at 13.8% (110) 942 (33) 295 Sharesave Plan The Group operates an HMRC Approved Sharesave Plan under which employees of Rightmove plc and Rightmove Group Limited are granted an option to purchase ordinary shares in the Company, at up to 20% less than the market price at invitation, in three years’ time, dependent on their entering into a contract to make monthly contributions into a savings account over the relevant period. These savings are used to fund the option exercise. No performance criteria are applied to the exercise of Sharesave options. The assumptions used in the measurement of the fair value at grant date of the Sharesave Plan are as follows: Grant date Share price at grant date (pence) Exercise price (pence) Option life (years) Risk free rate (%) Dividend yield (%) Fair value per option (pence) 30 September 2020 626.8 513.0 3.0 0.0 0.5 167.1 1 October 2021 682.6 574.0 3.0 0.8 1.1 184.0 30 September 2022 482.2 482.0 3.0 5.2 1.8 130.0 The requirement that an employee must save in order to purchase shares under the Sharesave Plan is a non-vesting condition. This feature has been incorporated into the fair value at grant date by applying a discount to the valuation obtained from the Black Scholes pricing model. The discount has been determined by estimating the probability that the employee will stop saving based on expected future trends in the share price and past employee behaviour. Notes continued ![]() Rightmove plc | Annual Report 2022 | 159 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS 23 Share-based payments continued 2022 2021 Group Number Weighted average exercise price (pence) Number Weighted average exercise price (pence) Outstanding at 1 January 663,568 497.9 752,023 442.9 Granted 329,630 482.0 217,790 574.0 Lapsed (41,739) 544.4 (62,222) 380.5 Forfeited (59,391) 514.3 (42,012) 563.9 Exercised (112,242) 418.2 (202,011) 376.9 Outstanding at 31 December 779,826 300.9 663,568 497.9 Exercisable at 31 December 126,169 428.7 38,274 389.0 The weighted average market value per ordinary share for Sharesave options exercised in 2022 was 538.3 pence (2021: 668.1 pence). The Sharesave options outstanding at 31 December 2022 have an exercise price in the range of 389.0 pence to 574.0 pence (2021: 389.0 pence to 574.0 pence) and a weighted average contractual life of 2.1 years (2021: 1.7 years). Performance Share Plan (PSP) The PSP permits awards of nil cost options or contingent shares which will only vest in the event of prior satisfaction of a performance condition. 241,089 PSP awards were made on 3 March 2022 (the grant date) subject to Earnings Per Share (EPS) and Total Shareholders Return (TSR) performance. Performance will be measured over three financial years (1 January 2022 – 31 December 2024). The vesting on 3 March 2025 (vesting date) of 50% of the 2022 PSP award will be dependent on a relative TSR performance condition measured over the three-year performance period and the vesting of the 50% of the 2022 PSP award will be dependent on the satisfaction of an EPS growth target measured over the three-year performance period. The PSP awards have been valued using the Monte Carlo model for the TSR element and the Black Scholes model for the EPS element. The resulting share-based payments charge is being spread evenly over the three-year period between grant date and vesting date. PSP award holders are entitled to receive dividends accruing between the grant date and the vesting date and this value will be delivered in shares. The assumptions used in the measurement of the fair value at grant date of the PSP awards are as follows: Grant date Share price at grant date (pence) Exercise price (pence) Expected volatility (%) Option life (years) Risk free rate (%) Dividend yield (%) Fair value per option (pence) 3 March 2021 (TSR dependent) (1) 584.0 0.0 28.1 3.0 0.4 0.0 176.0 3 March 2021 (EPS dependent) (1) 584.0 0.0 0.0 3.0 0.0 0.0 492.0 2 March 2022 (TSR dependent) (1) 684.6 0.0 30.3 3.0 1.7 0.0 247.4 2 March 2022 (EPS dependent) (1) 684.6 0.0 0.0 3.0 0.0 0.0 582.2 (1) For details of TSR and EPS performance conditions refer to the Directors’ Remuneration Report. Expected volatility, which only impacts the fair value of the TSR element of the award, is estimated by considering historic average share price volatility at the grant date. The risk-free rate is only used as an input to calculate the fair value of the TSR element of the award. The PSP awards accrue dividends so there is no dividend yield used as an input to calculate the fair value. A discount rate of 15% (2021:15.8%) was applied to the fair value at grant date to reflect the two-year holding period that applies post the vesting period and the lack of liquidity during that period. ![]() 160 | Rightmove plc | Annual Report 2022 23 Share-based payments continued Group 2022 Number 2021 Number Outstanding at 1 January 768,076 1,017,279 Granted 241,089 269,968 Dividends awarded 1,649 2,379 Forfeited (310,746) (248,185) Exercised (16,738) (273,365) Outstanding at 31 December 683,330 768,076 Exercisable at 31 December 52,436 – The weighted average market value per ordinary share for options exercised in 2022 was 655.4 pence (2021: 623.6 pence).  average contractual life of 1.3 years (2021: 1.3 years). Deferred Share Bonus Plan (DSP) In March 2009 a DSP was established which allows executive directors and other selected senior management the opportunity to earn a bonus determined as a percentage of base salary settled in nil cost deferred shares. The award of shares under the plan is contingent on the satisfaction of pre-set internal targets relating to underlying drivers of long-term revenue growth (the performance period). The right to the shares is deferred for two years from the date of the award (the vesting period) and potentially forfeitable during that period should the employee leave employment. The deferred share awards have been valued using the Black Scholes model and the resulting share-based payments charge is being spread evenly over the combined performance period and vesting period of the shares, being three years. The inputs used in the measurement of the fair value of the deferred share awards – which are initially calculated at the date on which the potential DSP bonus is communicated to directors and senior management (the grant date) and are then updated at the date of the actual award – are as follows: Grant date Award date Share price at award date (pence) Exercise price (pence) Expected term (years) Dividend yield (%) Fair value per option (pence) 4 March 2020 3 March 2021 584.0 0.0 3.0 1.4 568.0 3 March 2021 2 March 2022 (1) 684.6 0.0 3.0 1.2 668.0 2 March 2022 (2) 10 March 2023 (3) 684.6 0.0 3.0 1.3 659.0 (1) Following the achievement of 84% of the 2021 internal performance targets, 505,024 nil cost shares were awarded to executives and senior management on  (2) The share price and fair value are disclosed at grant date until the point that the award is made on 10 March 2023, at which point the valuation will be updated. (3) Based on the 2022 internal performance targets, the Remuneration Committee determined that 71% of the maximum award in respect of the year will be made in March 2023. The number of shares to be awarded will be determined based on the share price at the award date in March 2023. Notes continued ![]() Rightmove plc | Annual Report 2022 | 161 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS 23 Share-based payments continued Group 2022 Number 2021 Number Outstanding at 1 January 697,179 881,577 Awarded 505,524 329,380 Forfeited (40,675) (2,206) Exercised (291,362) (511,572) Outstanding at 31 December 870,666 697,179 Exercisable at 31 December 78,643 – The weighted average market value per ordinary share for deferred shares exercised in 2022 was 581.7 pence (2021: 660.6 pence). The weighted average exercise price was nil in both years. The DSP awards outstanding at 31 December 2022 have a weighted average contractual life of 0.8 years (2021: 1.4 years). Share Incentive Plan In 2014, the Group established the Rightmove Share Incentive Plan Trust (SIP). Employees in Rightmove plc and Rightmove Group Limited were offered 500 shares on 21 December 2022 (2021: 400 shares) subject to a three-year service period (the vesting period). The SIP awards have been valued using the Black Scholes model and the resulting share-based payments charge spread evenly over the vesting period of three years. The SIP shareholders are entitled to dividends paid in cash over the vesting period. No performance criteria are applied to the exercise of SIP options. The assumptions used in the measurement of the fair value at grant date of the SIP awards are as follows: Grant date Share price at grant date (pence) Exercise price (pence) Option life (years) Dividend yield (%) Fair value per option (pence) 20 December 2020 651.6 0.0 3.0 0.0 651.6 20 December 2021 769.2 0.0 3.0 0.0 769.2 21 December 2022 526.8 0.0 3.0 0.0 526.8 The SIP awards accrue dividends, so there is no dividend yield input into the fair valuation calculation. Group 2022 Number 2021 Number Outstanding at 1 January 759,050 748,050 Granted 334,000 236,000 Forfeited (93,250) (86,275) Exercised (86,360) (138,725) Outstanding at 31 December 913,440 759,050 Exercisable at 31 December 213,000 148,500 ![]() 162 | Rightmove plc | Annual Report 2022 23 Share-based payments continued The weighted average market value per ordinary share for SIP awards released and exercised in 2022 was 554.1 pence  2022 have a weighted average contractual life of 2.3 years (2021: 0.9 years). Restricted Share Plan (RSP) The September 2022 award was for 332,778 nil cost shares, with one-third of the shares have a vesting period of three years and two-thirds are subject to four years’ service period. Participants are not entitled to receive dividends on these awards. RSP awards have been valued using the Black Scholes model and the resulting share-based payments charge is being spread evenly over the vesting period of the shares. The assumptions used in the measurement of the fair value at grant date of the RSP awards are as follows: Grant date Share price at grant date (pence) Exercise price (pence) Option life (years) Dividend yield (%) Fair value per option (pence) 6 March 2019 495.1 0.0 3.0 1.3 476.0 20 September 2022 586.0 0.0 3.0 1.4 562.0 20 September 2022 586.0 0.0 4.0 1.5 553.0 Group 2022 Number 2021 Number Outstanding at 1 January 211,323 244,937 Awarded 332,778 – Forfeited – – Exercised – (33,614) Outstanding at 31 December 544,101 211,323 Exercisable at 31 December 211,323 – No RSP options were exercised during the year. The weighted average market value per ordinary share for RSP awards exercised in 2021 was 730.2 pence. The RSP options outstanding at 31 December 2022 have a weighted average contractual life of 3.4 years (2021: 0.2 years). Notes continued ![]() Rightmove plc | Annual Report 2022 | 163 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS 24 Financial instruments Credit risk The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was: Group Note 2022 £000 2021 £000 Net trade receivables 16 20,909 17,930 Accrued interest receivable 16 48 1 Contract assets 4 454 120 Other debtors 16 414 153 Cash and cash equivalents 17 35,089 42,985 Money market deposits 17 5,047 5,003 61,961 66,192 The Company had no exposure to credit risk in either year. The trade receivables balance is spread across a large number of different customers with no single debtor representing more than 4% of the total balance due (2021: 3%). The maximum exposure to credit risk for trade receivables at the reporting date by geographic region was: Group Note 2022 £000 2021 £000 UK 20,880 17,876 Rest of the world 29 54 16 20,909 17,930 The maximum exposure to credit risk for trade receivables at the reporting date by type of customer was: Group Note 2022 £000 2021 £000 Property products 18,678 16,201 Other 2,231 1,729 16 20,909 17,930 The Group’s most significant customer accounts for £745,606 (2021: £1,029,000) of net trade receivables as at 31 December 2022. ![]() 164 | Rightmove plc | Annual Report 2022 24 Financial instruments continued Expected credit loss assessment For the Group’s smaller Agency and Overseas customers, expected credit losses are measured using a provisioning matrix based on the reason the trade receivable is past due or, for current debtors at risk of recovery. The provision matrix rates are based on actual credit loss experience over the past three years and adjusted, when required, to take into account current macro-economic factors. For all other customers the Group applies experienced credit judgement to assess the expected credit loss, whilst considering account external ratings, financial statements and other available information. Overall, the impact on credit risk is minimal due to the majority of customers paying in advance on a subscription basis. The following table provides information about the exposure to credit risk and expected credit losses for trade receivables, including contract assets, from individual customers as at 31 December 2022. The reduction in the weighted-average loss rate in 2022 reflects the return to normal levels of recovery risk, following the heighted risk during 2021 due to the pandemic. 2022 Weighted- average loss rate Gross carrying amount £000 Loss allowance £000 Credit-impaired Current 0.4% 14,367 (57) No Past due 1 – 30 days 1.3% 4,430 (57) No Past due 31 – 60 days 6.0% 1,378 (82) No Past due 61 – 90 days 9.7% 511 (50) No More than 91 days past due 39.3% 1,523 (599) No 22,209 (845) 2021 Weighted-average loss rate Gross carrying amount £000 Loss allowance £000 Credit-impaired Current 0.7% 16,050 (110) No Past due 1 – 30 days 5.6% 1,203 (67) No Past due 31 – 60 days 9.0% 495 (45) No Past due 61 – 90 days 24.6% 305 (75) No More than 91 days past due 70.6% 592 (418) No 18,645 (715) Notes continued ![]() Rightmove plc | Annual Report 2022 | 165 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS 24 Financial instruments continued The movement in the allowance for impairment in respect of trade receivables during the year was as follows: Group Note 2022 £000 2021 £000 At 1 January 715 880 Charged during the year 733 260 Utilised during the year (603) (425) At 31 December 16 845 715 The allowance accounts in respect of trade receivables are used to record impairment losses unless the Group is satisfied that no recovery of the amount owing is possible; at that point the amounts considered irrecoverable are written off against the financial asset directly. Liquidity risk The contractual maturities of undiscounted financial liabilities, including undiscounted estimated interest payments, were: Group Carrying amount £000 Contractual cash flows £000 6 months or less £000 At 31 December 2022 Trade payables being non-derivative financial liabilities 1,155 (1,155) (1,155) At 31 December 2021 Trade payables being non-derivative financial liabilities 3,056 (3,056) (3,056) Undiscounted lease liabilities are presented in Note 19. The Company had no derivative financial liabilities in either year. It is not expected that the cash flows included in the maturity analysis could occur earlier or at significantly different amounts and all payables are due within six months of the balance sheet date. Currency risk During 2022 all the Group’s sales and more than 97.1% (2021: 98.2%) of the Group’s purchases were sterling denominated and accordingly it has no significant currency risk. Interest rate risk The Group has exposure to interest rate risk on its cash and cash equivalent balances and money market deposit balances. As at 31 December 2022 the Group had total cash of £35,089,000 (2021: £42,985,000) and money market deposits of £5,047,000 (2021: £5,003,000). Fair values The fair values of all financial instruments in both years are equal to the carrying values. ![]() 166 | Rightmove plc | Annual Report 2022 25 Related party disclosures Inter-group transactions with subsidiaries Under the inter-group loan agreement dated 30 January 2008, Rightmove Group Limited settles all expenses on behalf of the Company, including dividends paid to shareholders and share buybacks and related costs. During the year, the Company was charged interest of £226,000 (2021: £238,000) under this agreement and at 31 December 2022 the unsecured inter-group loan balance was £26,713,000 (2021: £21,842,000). The dividends declared and paid by Rightmove Group Limited to the Company was £197,982,000 (2021: £267,211,000). Rightmove Group Limited declared a dividend in specie of £555,000 (2021: £1,127,000), representing the cost of the SIP shares transferred from the EBT to the SIP during the year. The Company grants share options to employees of Rightmove Group Limited. This transaction is recognised as an increase in the carrying value of the investment of Rightmove Group Limited (refer to Note 14). Directors’ transactions There were no transactions with directors in either year other than those disclosed in the Directors’ Remuneration Report. Information on the emoluments of the directors who served during the year, together with information regarding the beneficial interest of the directors in the ordinary shares of the Company is included in the Directors’ Remuneration Report. During the year, the directors in office in total had gains of £223,000 (2021: £2,140,000) arising on the exercise of share-based incentive awards. The total share-based payments charge in relation to the directors in office was £879,000 (2021: £754,000). Key management personnel The actual remuneration of the Directors, who are the key management personnel of the Group, is disclosed in the Directors’ Remuneration report. The contractual employee benefits are set out below in aggregate for each of the categories specified in  2022 £000 2021 £000 Short-term employee benefits 1,940 1,964 Post-employment benefits 28 26 Share-based payments 879 762 26 Contingent liabilities The Group and the Company had no contingent liabilities in either year. 27 Subsequent events On 1 January 2023, the Company set up an Employee Benefit trust (EBT). Assets, by the way of 1,375,963 shares and £237,000 cash, were transferred into the Company’s trust from the existing Employee Benefit Trust linked to the subsidiary Rightmove Group Limited. The trust linked to Rightmove Group Limited was then closed. This had no impact on the consolidated Group position. There were no other subsequent events, between 31 December 2022 and the reporting date, in either the Company or Group. Notes continued ![]() Rightmove plc | Annual Report 2022 | 167 STRATEGIC REPORT GOVERNANCE 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 ecient 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