Annual Report
& Accounts
2021
The world is complex
but our mission is simple.
We’re building a universal
symbol of trust for consumers
and businesses everywhere
In these times of distrust and misinformation online, our mission
has never been more important.
Trustpilot came to be in 2007 to give consumers everywhere a powerful
voice, and businesses a way to listen, respond, and improve.
Chair’s statement 12
Chief executive’s review 14
Content integrity 21
Market overview 24
Our business model 26
Our strategy 30
Key performance indicators 32
Financial review 34
Risk management 40
Sustainability 53
Environment 61
Task Force on Climate-Related
Financial Disclosures (TCFD) 63
Section 172(1) statement 65
Our stakeholders 66
Modern Slavery and Human Trafcking 67
Non-Financial Information Statement 69
Strategic report
Chair’s introduction to governance 72
Board leadership and purpose 74
Division of responsibilities 82
Composition, succession and evaluation 86
Nomination Committee report 87
Audit, risk and internal control
Audit Committee report 90
Trust and Transparency
Committee report 98
Directors’ remuneration report 100
Remuneration Committee
Chair’s statement 100
Remuneration at a glance 102
Directors’ remuneration policy 104
Annual report on remuneration 113
Directors’ report 120
Statement of Directors’ responsibilities 123
Governance
7010
Independent auditor’s report to the
members of Trustpilot Group plc 124
Consolidated statement of prot or loss 132
Consolidated statement of
comprehensive income 133
Consolidated balance sheet 134
Consolidated statement of change
in equity 135
Consolidated cash ow statement 136
Notes forming part of the
nancial statements 137
Trustpilot Group plc balance sheet 172
Trustpilot Group plc statement of
changes in equity 173
Notes to the Parent Company
Financial Statements 174
Independent auditors’ report to the
members of Trustpilot Group plc 176
Annual Report – important information 181
Glossary 182
Shareholder information 185
Financial statements
Other Information
124
For further information visit investors.trustpilot.com
UK 41%
Europe & RoW 37%
North America 22%
Total 100%
UK 40%
Europe & RoW 36%
North America 23%
Total 100%
FY2021 $131.4m
FY2020 $102.0m
FY2021 $3.9m
FY2020 $6 .1m
FY2021 $144.5m
FY2020 $118.7m
$25.9m FY2021
$12.3m FY2020
* Growth rates shown are on a year to year basis
Financial highlights Strategic highlights
Revenue
$131m
Revenue grew to $131 million, an increase
of 29 per cent over the prior year, or 24
per cent at constant currency.
Annual recurring revenue*
$144m
As of 31 of December 2021, ARR was
$144 million, an increase of 26 per cent
on a constant currency basis.
Loss for the year
$26m
Loss for the year grew from $12 million
to $26 million principally due to costs
associated with the Company’s initial
public offering (IPO) and share-based
compensation.
Adjusted EBITDA**
$4m
The decline in Adjusted EBITDA and
Adjusted EBITDA margin were driven by
investments across the Group partially
offset by revenue growth.
* Key performance indicator (KPI) – further detail available on page 39
** Alternative performance measures (APM) – further detail available in note 4
– Our strategy is to be the most
used and the most trusted
global reviews platform.
– The virality between the
consumer and business sides
of our platform, where one
drives and reinforces the other,
lies at the heart of Trustpilot’s
organic growth opportunity.
– As at 31 December 2021,
Trustpilot had exceeded
167 million total cumulative
reviews*, an increase of 39
per cent over the prior year.
– We closed the year with
over 84 thousand businesses
active* on the Trustpilot
platform, up 34 per cent
over the prior year.
– 23 thousand businesses
are paying customers*,
subscribing to our software
tools to help them get,
manage, and derive insights
from reviews – an increase of
17 per cent over the prior year.
Reported revenue +29%
$131m
Reported bookings* +32%
$150m
41%
37%
22%
40%
36%
23%
01Strategic report
Milestones
Who we are Service overview
84K
active
domains
167m
reviews
Trustpilot was founded in 2007 with a vision
to create an independent currency of trust.
A digital platform that brings businesses and
consumers together to foster trust and inspire
collaboration. We are free to use, open to
everybody and built on transparency.
Trustpilot hosts reviews to help consumers
shop with confidence, and deliver rich insights
to help businesses improve the experience
they offer. The more consumers use our
platform and share their own opinions; the
richer the insights we offer businesses; and
the more opportunities they have to earn the
trust of consumers, from all around the world.
Trustpilot has over 850 employees, founded
in Copenhagen, with operations in London,
Edinburgh, New York, Denver, Melbourne,
Vilnius, Berlin, Milan, and Amsterdam.
Trustpilot not only facilitates better purchasing
decisions, but also gives consumers the
opportunity to recommend businesses,
products, services, and locations based on
their experiences. Businesses use Trustpilot
to actively engage with consumers that are
reviewing their products and services. Any
business can use Trustpilot’s basic services
for free, where they can view and respond to
consumer reviews.
In addition to this free service, Trustpilot
also provides paid software modules for
businesses, providing increasing levels of
functionality and offered on a SaaS basis.
These tools generate measurable returns
for businesses through raising their profiles,
building and demonstrating their trust
credentials, and increasing traffic, conversion,
marketing efficiency, and ultimately revenues.
Read more about our business on page 29 See our Business Model on page 26
At a glance
2007
Trustpilot founded by
its Chief Executive
Officer, Peter Holten
Mühlmann, to create
an independent
currency of trust.
2012
Offices opened in
New York and London.
2014
Platform reaches
11 million reviews.
2010
Trustpilot opens
its first office in
Aarhus, Denmark.
2013
Trustpilot named
Danish start-up of
the year by NextWeb;
Peter Holten Mühlmann
was named Danish
entrepreneur of the
year by Ernst & Young.
2015
Offices opened in
Berlin and Melbourne;
Trustpilot becomes
an official partner
of Google; product
reviews launched.
02
Trustpilot Annual Report & Accounts 2021
Amsterdam
Locations
We’re a passionate bunch of people from all around the world.
Copenhagen
London
New York
Denver Melbourne
Vilnius Edinburgh
Berlin
2016
Trustpilot expands
further into the US
with a new office
in Denver; platform
exceeds 26 million
reviews.
2018
Platform exceeds
57 million reviews.
2020
Trustpilot achieves
over US$100 million
in annual recurring
revenue for the first
time; platform exceeds
120 million reviews;
R&D hub established
in Edinburgh.
2017
Technology
Development Centre
opens in Vilnius,
Lithuania.
2019
With more than
82 million reviews
on the platform,
Trustpilot launches
‘Review Insights’, for
sentiment analysis.
2021
Trustpilot lists on the
premium segment of the
London Stock Exchange
at an enterprise value of
US$1.5 billion; publishes
first Transparency Report;
launches eCommerce
integrations; platform
exceeds 167m reviews.
Milan
03Strategic report
Investment case
A symbol of trust
Our vision is to become a universal
symbol of trust, empowering consumers
to make confident, informed purchasing
decisions while allowing businesses to fill the
trust gap by demonstrating the quality of their
services and to gain actionable insights to
improve it.
A leading open,
collaborative platform
We collect trusted experiences from consumers
all over the world and gather them on a
free-to-use, open and collaborative platform.
As more people use the platform, the content
becomes increasingly useful to consumers
and businesses alike.
Businesses display their TrustScore (Trustpilot
star rating) on their websites and other
marketing materials. You may well already have
been invited to share your customer experience
with a company on Trustpilot.
As a result, we have a highly recognisable
consumer brand and Trustpilot is among
the most-visited websites in the world.
Read more about our mission on page 10
04
Trustpilot Annual Report & Accounts 2021
21m
First-time reviewers
on Trustpilot in 2021
>15K
Businesses added to
Trustpilot every month
Trust and transparency
For us to achieve our vision to become the
universal symbol of trust, we strive to ensure
that the content displayed to consumers
and businesses on the Trustpilot platform
is reliable. We do this through continued
investment in sophisticated systems and
technology, combined with our dedicated
team of specialist agents and investigators
who support Trustpilot’s focus on trust
and transparency.
In 2021, we took down over 2.7 million fake
reviews, with 68 per cent automatically
removed by our fraud detection technology,
built on a platform of intelligent algorithms
and machine-learning systems.
2.7m
fake reviews
removed in 2021
68%
fake reviews
automatically removed
by our technology
Strong network effects
and differentiation
As more consumers use Trustpilot to review
more businesses, more domains and businesses
are added to the platform. More businesses
claim their profiles, and over time become our
customers. In 2021, we saw an average of over
15K domains added to Trustpilot every month,
which in turn drives more consumer reviews on
Trustpilot. We consider any business active on
our platform, through engaging with consumers,
displaying their TrustScore, or inviting invitations,
to be a brand ambassador for Trustpilot; we
ended 2021 with over 84K of these businesses
actively promoting our brand, and this is allowing
us to reap the benefits of a marketing budget far
beyond our own.
This viral network effect is strengthening
our brand and position, driving organic growth,
and creating high barriers to entry.
05Strategic report
Investment case continued
$131m
revenue
Our technology
delivers high-impact
intelligence and insight
The strength of our technology and big-data
ecosystem enables us to deliver high-impact
business intelligence and insight, which our
customers can use to increase revenue and
reduce costs. Trustpilot provides paid software
modules for businesses, providing increasing
levels of functionality and which are offered
on a subscription basis.
Customers that subscribe to Trustpilot’s
products and services can showcase reviews
from consumers in their own marketing
materials, access actionable insights gleaned
from Trustpilot’s big-data ecosystem, gain
insights from Trustpilot’s proprietary data
analytics software and benefit from automated
review invitation capabilities. Combined, these
services can help businesses raise their profile,
build their own trust credentials, and target
potential customers more effectively.
High growth and recurring revenue
Our business has experienced
rapid growth over recent years
(29 per cent compound annual
growth in revenue between 2016-
2021), and the high retention
rate we achieve on our software
subscriptions business mean that
most of the current year’s revenue
is derived from customers who
subscribed to the services in
previous years. In recent years we
have been able to increase our
retention rate, which reached 99
per cent in 2021, and we believe
we can make further progress.
Despite investing for growth,
Trustpilot achieved profitability on
an adjusted EBITDA basis in 2021.
Over the long-term, as a high
gross margin software business,
we expect to demonstrate
significant operating leverage
within our financial model.
We intend to continue to invest
to drive adoption and to scale our
platform, and we are committed
to delivering against our exciting
innovation roadmap in the
coming years.
We see multiple avenues for future
growth, including accelerating viral
network effects, capitalising on the
upsell and cross-sell opportunities
within our customer base, regional
expansion and the introduction of
new products and services.
29%
compound annual growth in
revenue between 2016-2021 on
a constant currency basis
$144m
annual recurring revenue (ARR)
06
Trustpilot Annual Report & Accounts 2021
“ We are fast becoming
a universal symbol
of trust, inspiring
confidence in people
and businesses, and
thus providing a real
benefit to society.”
Peter Mühlmann
CEO and Founder
A founder-led, purpose-driven business
We are a founder-led, purpose-
driven business. Our stakeholders
include consumers, businesses, our
employees and shareholders. We
create value for our stakeholders
and, in turn, our stakeholders are
fundamental to our success.
Consumers need to be better
informed. Trustpilot gives ordinary
people a chance to be heard by
the businesses that shape their
world – and ultimately have better
experiences. As a consumer, your
voice matters.
Businesses use the insights that
Trustpilot provides to learn from
their customers, improve, and
showcase their rating.
This can increase traffic to their
sites, increase conversion and
revenue, and reduce marketing
expenses.
Trustpilot’s employees are helping
to build a truly purpose-driven
business, with the ambition of
solving the problem of trust online.
We have a shared belief that we are
doing something meaningful, that
will create a better world.
Shareholders are supporting
our investment in sophisticated
technology to scale and safeguard
our platform, which helps to protect
the integrity of its content. Over
many years we’ve established the
right infrastructure and team to
deliver on our ambitions for trust
and transparency.
07Strategic report
Our purpose
Our vision is to become a universal symbol of trust, empowering consumers to make confident, informed
purchasing decisions while allowing businesses to fill the trust gap by demonstrating the quality of their
services and to gain actionable insights to improve it.
Read more about our purpose on page 7
Our strategy
To be the most used and the
most trusted reviews platform.
This virality between the
consumer and business sides
of our platform, where one
drives and reinforces the other,
lies at the heart of Trustpilot’s
organic growth opportunity.
See page 30
Risks
We face a number of risks and uncertainties.
Successful risk management is critical to
our success.
Markets
Trustpilot is seeking to establish a ‘trust layer’.
The global Total Addressable Market opportunity,
excluding China, is estimated at $50 billion.
Our platform facilitates better purchasing
decisions.
Our business model
Any business can use
Trustpilot’s basic services
for free, under our freemium
pricing model.
In addition to this free
service, we offer paid software
modules with increasing levels
of functionality, offered on a
SaaS basis.
Our culture
Our purpose is integral to our
culture and values.
We continue to focus on
enriching the experiences
of our employees, both
professionally and personally.
Our purpose drives our business model, and shapes
our strategic decisions and our unique culture
We respond to external opportunities and mitigate threats
Our purpose-driven approach
See page 26 See page 19
See page 24 See page 40
08
Trustpilot Annual Report & Accounts 2021
We have strong differentiation
We relentlessly focus on trust and
transparency.
Our scale enures depth and breadth.
We deliver proven outcomes with a
measurable return on investment for
our customers.
Our value proposition
Trustpilot helps consumers to know
who they can trust and to help others
by sharing their experiences.
Businesses want to win and retain
customers. We help them to do both.
Verified, independent reviews
enable businesses to build a trusted
brand and consumers to make better-
informed purchases.
Oversight
Our Board of Directors guides our risk
management.
The Board sets expectations in relation
to conduct, trust and integrity, and how
we deal with risks that may affect our
business strategy.
See page 21
See page 26
See page 68
09Strategic report
Strategic
report
Quick navigation
Chair’s statement 12
Chief executive’s review 14
Content integrity 21
Market overview 24
Our business model 26
Our strategy 30
Key performance indicators 32
Financial review 34
Risk management 40
Sustainability 53
Environment 61
Task Force on Climate-Related
Financial Disclosures (TCFD) 63
Section 172(1) statement 65
Our stakeholders 66
Modern Slavery and Human Trafcking 67
Non-Financial Information Statement 69
10
Trustpilot Annual Report & Accounts 2021
I think it looks
great but my
dog hates it
A voice from the
Trustpilot community
11Strategic report
Chair’s statement
We are becoming a universal symbol
of trust for the internet economy, and
providing a real benefit to society.
About Trustpilot
Filling the ‘trust gap’
Trustpilot is a leading global reviews
platform that provides businesses
with the opportunity to build trust. We
believe this is critical to their success.
Our solutions are applicable across
a diverse range of industries and our
global long-term Total Addressable
Market opportunity, excluding China,
has been estimated at $50 billion.
Trust and transparency in action
We are committed to ensuring that
the content displayed to consumers
and businesses on the Trustpilot
platform is reliable.
We are taking industry-leading steps
to ensure we efficiently manage
reviews that potentially breach
our guidelines.
People and culture
Behind Trustpilot is a team of
amazing people – who we call
‘Trusties’ – who together deliver on
our strategy to be the most used
and most trusted consumer
reviews platform.
Something special happens when
you bring talented people together to
solve some really tough problems.
Find out more on page 24 Find out more on page 21 Find out more on pages 55-61
Trust is in our name and trust is at
the heart of all we do as a business.
Businesses increasingly understand that
an ability to demonstrate trust both online
and offline is critical to their success. As
a result, in 2021 we were pleased to see
a 34 per cent increase in the number of
business domains active* on our platform
each month, with over 84 thousand
businesses inviting reviews, engaging
with consumers, and displaying their
TrustScores.
These businesses are showing
leadership in a world where trust online
has been eroded and debate is often
polarised. They also help to strengthen
our brand: sending an average of 49
million monthly review invitations* and
generating 7.8 billion monthly TrustBox
impressions* in 2021. Our brand is also
promoted through the offline marketing
undertaken by our business customers:
for example, in printed materials, on
billboards, in podcasts, and in television
advertisements.
In the face of the shift online, consumers
are ever more reliant upon Trustpilot
reviews. This has been true in areas of the
economy which were most affected by
the pandemic, for example in education
and healthcare, but also across the
broad range of other industries where
Trustpilot has become a trusted source
of information and insight for consumers.
This is reflected in the significant growth
in consumer activity we have seen across
our platform, with a 39 per cent increase
in total cumulative reviews* to 167 million
during the last twelve months.
This is all to say that during 2021 we saw
significantly more businesses engage with
Trustpilot to enhance their online reputation,
and significantly more consumers chose
to post reviews on Trustpilot. Higher
levels of activity are typically a good lead
indicator of future revenue growth and
profitability, and in 2021 we grew our
revenue at constant currency by 24 per
cent to USD 131.4 million and recorded an
operating loss of USD 24.2 million as we
prioritised investment in innovation, sales
and marketing.
8bn +29% yr/yr
Monthly TrustBox
impressions*
49m +57% yr/yr
Monthly review
invitations*
* Key performance indicator (KPI) – further detail available on page 39
** Alternative performance measures (APM) – further detail available in note 4
12
Trustpilot Annual Report & Accounts 2021
We strengthened our Board with
several new appointments, including
Angela Seymour-Jackson as our Senior
Independent Director, and Claire
Davenport, Rachel Kentleton and Joe
Hurd as independent Non-Executive
Directors. We are committed to Board
diversity and meet the Hampton
Alexander Review recommendation of
33 per cent of the board as female.
We also made key appointments to our
Executive Leadership Team, with Tim
Hilpert joining as Chief Operating Officer
and Alicia Skubick as Chief Marketing
Officer. These individuals bring to
Trustpilot a wealth of diverse experience,
capabilities and knowledge, which will be
of great benefit as we pursue the long-
term growth opportunity for our business.
We have a clear purpose as an
organisation, to promote and protect trust
and transparency. Environmental, Social
and Governance (ESG) matters are also
important to us and our stakeholders and
are reflected in our culture. We believe
our relationship with our stakeholders has
a direct impact on our ability to generate
long-term value.
In 2021 we carried out a detailed ESG
materiality assessment, engaging with
all relevant stakeholders. The material
issues were scored and ranked according
to the priority stakeholders attach to
them, the impact the issues have on our
business, and the impact our activities
have on society.
I am pleased to say that this work
will form the basis of our forthcoming
sustainability report, where we shall
begin to build our ESG framework into our
future strategic business goals.
On behalf of the board, I would like to
thank all the ‘Trusties’ on the Trustpilot
team for your hard work and dedication
in delivering on our vision and purpose;
you are helping to make a positive
difference to the experiences that people
and businesses are having as they
interact every day. To the consumers and
businesses who use Trustpilot, and our
partners and investors, I thank you all for
your continued support and confidence.
Tim Weller
Chair
22 March 2022
“ During this
transformational year,
Trustpilot became a public
company, and made
significant strategic and
operational progress.”
Tim Weller
Chair
It is also encouraging to see that our
net dollar retention rate* improved to 99
per cent from 91 per cent a year ago:
this reflects our success at retaining a
higher proportion of subscription dollars
at renewal, as well as expanding within
existing customer accounts through a
combination of cross-selling and upsell.
We believe our success is founded on
trust and that this is a major differentiator
for our business. In 2021, we made
further strides in our efforts to be the
most trusted global reviews platform,
publishing our first ever Transparency
Report, introducing business
transparency pages, and investing
further in the skills, tools and technology
we deploy to ensure the integrity of the
content on Trustpilot. We intend to go
further and recently announced a step-
up in our enforcement actions against
persistent bad actors on our platform.
Notably, we became a public company
in 2021, with a premium listing on the
London Stock Exchange. Not only was
this a major achievement in Trustpilot’s
journey from a Danish start-up in 2007,
but it also raises our profile and opens
our business up to further scrutiny and
transparency, which we welcome. As a
result of our public listing, we were able to
welcome many new investors, supportive
of our strategic vision.
13Strategic report
Chief executive’s review
The progress we made in 2021
is being rewarded by a significant
increase in consumer and
business activity on Trustpilot.
“ It’s been an exciting
year for Trustpilot and
we’re pleased to share
our first annual report
as a public company.”
Peter Mühlmann
CEO and Founder
It has been an exciting year for Trustpilot.
Our successful initial public offering (IPO)
in March 2021 was a highlight as well as
a significant milestone for us. Becoming
a public company raised our profile as
a leading global review platform and
enhanced our ability to attract and retain
the highest quality talent. We were also
pleased to welcome new investors who
are able to support the next stages of
our development and expansion.
Our platform continues to get better
and we have made further operational
improvements. This progress is being
rewarded by the significant increase
in business and consumer activity on
Trustpilot. Furthermore, we are pleased
to have delivered a financial result ahead
of our expectations with a 29 per cent
increase in total revenue to $131 million,
(24 per cent at constant currency**).
Bookings* – typically a good lead-
indicator of future revenue – increased by
32 per cent, or 27 per cent at constant
currency, to $150 million. We closed the
year with $144 million in annual recurring
revenue (ARR*), an increase of 22 per
cent, or 26 per cent at constant currency.
We are investing for growth and, after
including IPO-related expenses, we
reported an operating loss of $24 million,
a loss before tax of $27 million. Post the
receipt of IPO proceeds we closed the
year with a significantly strengthened
balance sheet with $93 million of
net cash.
* Key performance indicator (KPI) – further detail
available on page 32
** Alternative performance measures (APM) – further
detail available in note 4
+29% yr/yr
Revenue
$144m
Annual recurring
revenue
$131m
Revenue
14
Trustpilot Annual Report & Accounts 2021
Strategy
Our strategy is to be the most used and
the most trusted global reviews platform.
The more that consumers engage with
Trustpilot, through reading and posting
trusted reviews, the more that businesses
understand their customers the better
they become at engaging with them.
As more businesses engage with their
customers on the Trustpilot platform, the
more useful it becomes to consumers
and businesses, reinforcing the viral
network effects. Hence, trust and
transparency lie at the heart of what we
do; consumers need to know they can
use and rely on our reviews platform for
reassurance that they are dealing with
trustworthy businesses.
This virality between the consumer and
business sides of our platform, where
one drives and reinforces the other, lies
at the heart of Trustpilot’s organic
growth opportunity.
The most used global
reviews platform
We track several strategic key
performance indicators (KPIs) to assess
the progress we are making against these
two strategic objectives.
The usage of our platform can be
assessed by the level of consumer and
business activity and engagement with
Trustpilot. Across a range of measures
our business has continued to expand at
pace over the past twelve months.
At 31 December 2021, Trustpilot had
exceeded 167 million total cumulative
reviews, an increase of 39 per cent over
the prior year. We closed 2021 with over 84
thousand monthly active domains on the
Trustpilot platform, up 34 per cent over the
prior year; these businesses help promote
the Trustpilot brand, actively collecting
reviews and/or displaying their TrustBox.
Of these businesses, 23 thousand are
paying customers, subscribing to our
software tools to help them get, manage,
and derive insights from reviews – an
increase of 17 per cent over the prior year.
During the year, our business customers
sent 0.6 billion review invitations (2020:
0.4 billion), an average of 49 million per
month (2020: 31 million). The Trustpilot
brand continued to gain in strength, with
7.8 billion monthly TrustBox impressions,
up 29 per cent over the prior year.
These strategic KPIs are a testament to
the rapid expansion in consumer and
business activity. Over time, this growth in
usage among consumers and businesses
leads to growth in paying customers,
bookings, and ultimately revenue. In 2021,
this dynamic helped us to significantly
exceed the challenging financial targets
we set at the start of the year.
Against our original outlook of constant
currency revenue growth in the ‘high
teens’, which we set out at the time of
our IPO, we ultimately achieved constant
currency growth of 24 per cent year-over-
year to revenue of $131 million (2020:
$102 million), representing an acceleration
on the 23 per cent constant currency
increase we delivered in 2020.
Bookings are typically an important
lead-indicator of future revenue growth;
hence it is encouraging to report that
2021 constant currency bookings grew
by 27 per cent to $150 million (2020:
$113 million), compared to 18 per cent
growth in 2020. This re-acceleration,
following the disruption caused by the
pandemic, supports our long-term growth
aspirations. We closed 2021 with annual
recurring revenue (ARR) of $144 million,
a constant currency increase of 26
per cent.
As a subscription software business, we
were encouraged to see an improvement
in our net dollar retention rate, which rose
to 99 per cent in the period, compared to
91 per cent a year ago.
This is a measure of our success at
retaining existing customers and
expanding their use of
our modular software tools through
cross-sell and upsell. It is also a
reflection of the value we deliver to our
business customers.
The most trusted global
reviews platform
Trust is in our name, is integral to our
culture, and lies at the heart of all
that we do as a business. With this
guiding principle in mind, during 2021
our priorities were to strengthen trust
within the review community, tackle fake
reviews at source, and improve business
validation and transparency.
In contrast to ‘closed’ review
platforms, and in order to place trust
and transparency at the centre of our
offering, we prevent businesses from
choosing which reviews are published
on, or removed from, the Trustpilot
platform, so that all reviews can be seen
by consumers, and any business can
use the platform to view and respond to
consumer reviews at no cost.
In February 2021, we published our first
‘Transparency Report’, demonstrating
the scale of the measures we deploy to
safeguard the integrity of the content on
the Trustpilot platform as usage continues
to grow rapidly.
The report offers an unobstructed view of
the most crucial function of our business:
ensuring the authenticity and credibility of
Trustpilot reviews.
Our strategy for the year ahead
To be the most used
global reviews platform
We measure our success against
this strategic goal through tracking
activity levels amongst consumers
and businesses, including the total
number of cumulative reviews,
monthly active domains, monthly
review invitations, and the number
of monthly TrustBox impressions.
To be the most trusted
global reviews platform
This goal is fundamental to our
strategyand is a significant competitive
advantage for Trustpilot. So we
don’t just talk about promoting and
protecting trust. We invest in the skills,
tools and technology to ensure the
integrity of the content on Trustpilot,
and utilise a range of enforcement
actions against bad actors.
15Strategic report
Today, most of the fake and misleading
reviews which we encounter are detected
and removed automatically using our
sophisticated fraud detection software.
We have enhanced our ability to detect
and remove fake and misleading reviews
from the platform, adding to the actions
we take to help build consumer and
business trust in the platform. Fake
reviews are identified through several
sources, including automated fraud
detection software, flagging tools used
by consumers and businesses, and our
dedicated team of fraud analysts.
47m
Number of new
reviews posted
in 2021
We use a sophisticated anomaly
detection model which flags suspicious
changes in patterns of activity, and
cluster analysis to analyse large numbers
of reviews on our platform to understand
their typical characteristics. These tools
help us to quickly identify existing and
emerging trends that may suggest fake
or misleading reviews.
This ongoing investment in content
integrity enabled us to detect and remove
2.7 million fake reviews in 2021 (compared
to 2.2 million in 2020), representing 5.8%
of reviews posted in 2021. The majority
of these fake reviews are detected and
removed by our technology. In addition
to this, we issued over 121 thousand
warnings to consumers and businesses
during the year (compared to 39 thousand
in 2020), and issued 1,425 cease and
desist letters (compared to 1,030 in 2020).
During 2021, we deployed additional
automation to ensure consistent
enforcement actions are taken when
fake reviews linked directly to a business
are detected, as well as tools to help
us identify and act against the sale of
fake and misleading reviews. This latter
investment enables us to automatically
block user profiles linked to review
sellers, remove their reviews, and take
appropriate action against businesses
that have purchased these reviews.
We also released ‘business verification’
on Trustpilot, highlighting the steps taken
by businesses to verify themselves on
Trustpilot, with this information displayed
on their transparency pages on the
platform. This release underpins our
commitment to enhancing the integrity of
business verification across the platform,
and further increasing trust throughout
the Trustpilot community.
Also, in the period, we further automated
the identification and removal of bad-fit
businesses from Trustpilot, for example
by deploying technology to automatically
block dark web domains, given the high
risk they pose to consumers. Elsewhere,
we are implementing automation to detect
and assess other potentially harmful and
illegal businesses as individuals add them
to the platform.
As part of our strategy, we continue our
efforts to change the conversation around
trusted reviews online. In addition to the
leadership we have shown in removing
fake reviews from our platform, we have
stepped up our legal enforcement actions
against businesses who persistently seek
to manipulate the Trustpilot platform
through creating or soliciting fake or
misleading reviews, and we are vigilant
in protecting our brand integrity. We
have also launched an industry-leading
consumer verification tool as part of
our efforts to promote trust and help
consumers shop with confidence.
Regional growth trends
Typically, our markets are at different
stages of development, but we see a well-
established trajectory between the early
stages of our growth in a new market,
during which we are measuring success
principally through strategic KPIs, and the
point at which viral network effects take
hold and our unit economics improve and
financial KPIs become more meaningful.
Taking action
Stepping up our legal enforcement action
Since the year end we have announced our intention to step up our
enforcement action against businesses who continually solicit fake
and misleading online reviews. The approach will see litigation filed
against ‘bad actor’ businesses repeatedly abusing online reviews to
mislead consumers.
Trustpilot has begun to issue legal proceedings against repeat
offenders, seeking orders to block them from soliciting fake reviews
and for recovery of damages.
Chief executive’s review continued
21m
Number of consumers
leaving their first
review in 2021
16
Trustpilot Annual Report & Accounts 2021
As we reach this point in a regional
market, we begin to invest into the network
effect through consumer engagement,
e-commerce integrations, and through
building critical mass in targeted industry
verticals. In our most advanced markets,
we also invest in self-service and in
growing our partner network.
United Kingdom: The UK remained
the largest contributor at 41 per cent of
total bookings, with bookings growth
of 27 per cent in the period at constant
currency. This performance reflected
strong prior-year bookings growth, the
strength of our consumer brand, and
further improvements in the efficiency
of customer acquisition. Reflecting this
continued strong bookings performance,
UK revenue grew by 27 per cent during
the period at constant currency.
The UK remains the most developed
of our regional markets, where the
viral network effect has taken hold and
enabled us to achieve highly attractive
unit economics. Despite our success in
establishing a powerful UK consumer
brand, we see significant room for further
market penetration and expansion.
580m
Business profile page
views in 2021
Since the year end, Russia has invaded
Ukraine. Trustpilot has no material
bookings from Russia, Belarus or Ukraine
and, as a reaction to these events, as
well as the imposed sanctions, we have
terminated all customer contracts with
Russian and Belarusian customers.
Furthermore we are offering our services
free of charge to our existing Ukrainian
customers. In total, these actions would
have amounted to less than $50k in lost
revenue in 2021.
North America: In North America, 22 per
cent of total bookings, bookings growth
was 15 per cent, a material acceleration
on a broadly flat performance in 2020,
with the region recovering from the
effects of cost reduction measures
implemented during the initial phases of
the Covid-19 pandemic. These measures
included a reduction in direct sales
headcount in the region. The acceleration
in bookings growth in North America
is a lead indicator of an acceleration
in future revenue growth. During 2021,
revenue in North America grew by 9 per
cent at constant currency, reflecting the
lower bookings growth in FY20 which
occurred as a result of Covid-19 and as
we transitioned to a product-led go-to-
market model and reduced direct sales
headcount in the region.
We believe North America represents
a significant market opportunity for the
company, where we believe our verified,
independent reviews are a significant
differentiator in the market. In order
to capitalise on this opportunity we
are focused on optimising our go-to-
market and accelerating our growth
in North America. To this end, we
recently completed a detailed market
segmentation exercise, identifying
key verticals and subsegments
that are currently at an early stage
of development, where we have
demonstrated a track record of early
success in other geographies, and
where we believe we can achieve the
fastest, most efficient penetration over
the near term, for example in online
Financial, Consumer Services,
Education, and Travel.
We have introduced several additional
initiatives to support our growth in
the region. For example, we recently
introduced more flexible pricing, including
free trials, via our e-commerce channels,
to prioritise adoption among smaller,
more digitally oriented customers.
We are also raising our investment
in customer education and targeting;
optimizing incentives for our sales
and retention teams; improving the
customer self-service capabilities on
our platform; and embarking upon new
brand awareness campaigns.
Investing to drive adoption
During the year we continued to invest in
innovation to scale our platform, maintain
the integrity of its content, encourage
consumers to leave more reviews, attract
new business customers, expand further
within our existing customer accounts,
and to leverage new distribution channels.
Efficiently scaling our distribution
channels is central to our ability to
capitalise on our market opportunity.
As a result, during 2021 we were pleased
to launch our UK & Europe e-commerce
channel and announced integrations
with Shopify, WooCommerce, and
PrestaShop.
These integrations are expected to
become increasingly important over time,
as they empower merchants to deploy
Trustpilot’s automated review invitations
and showcase their reviews without
having to leave their chosen e-commerce
platform. We also extended the use of our
powerful data and insights capabilities
into our marketing and sales activities,
enabling improved efficiency in our cost
of customer acquisition.
We streamlined the ability for business
customers to automatically invite
consumers for reviews and engage with
the power of Trustpilot. We also added
our first wave of personalised actionable
insights to help business customers
increase their return on investment from
deploying Trustpilot.
We have further improved the user
experience for consumers, helping them
to rapidly find relevant businesses on
Trustpilot, using automatic categorisation.
We also introduced personalised insights
for consumers, helping them gain more
value from the interaction with Trustpilot.
Europe & Rest of World: Our bookings
growth was notably strong in the Europe
& Rest of World (RoW) segment with
constant currency growth of 35 per cent;
Europe & RoW represents 37 per cent of
total bookings and is principally driven by
territories in continental Europe. Revenue
for the Europe & RoW region increased
by 32 per cent during the period at
constant currency.
We are particularly encouraged by the
growth in Europe and the significant
traction we are seeing in the Netherlands
and Italy; we recently began to make
domestic hires in these local markets
for the first time. Some other European
countries, whilst on the same trajectory
from an activity and usage perspective,
have yet to reach an inflection point;
however, in a number of these we expect
to make good progress over the next
twelve months.
17Strategic report
Global market opportunity
Trustpilot is a leading global review
platform that provides businesses with
the opportunity to build trust, which
we believe is a key factor for business
success. Trustpilot is seeking to establish
a ‘trust layer’ for the open commerce
ecosystem, in addition to other ‘layers’
such as marketing, customer relationship
management, payment and e-commerce
infrastructure, across a diverse range of
industries, as consumers look for ways to
establish that businesses are trustworthy.
The global long-term Total Addressable
Market opportunity, excluding China,
has been estimated at approximately
$50 billion, with a Current Serviceable
Addressable Market opportunity of
approximately $6.3 billion (Q4 2020
study commissioned by Trustpilot).
Trustpilot provides an open platform,
which creates a place where businesses
and consumers can gain actionable
insights and collaborate. Consumers
can share feedback, at any time, about
any business with a website, and review
feedback left by other consumers.
The platform not only facilitates
better purchasing decisions, but also
gives consumers the opportunity to
recommend businesses, products,
services, and locations based on
their experiences. Businesses can
use Trustpilot to actively engage with
consumers that are reviewing their
products and services. Any business
can use Trustpilot’s basic services for
free, where they can view and respond
to consumer reviews
In addition to this free service, Trustpilot
also provides software modules for
businesses, providing increasing levels
of functionality and offered on a SaaS
basis. These tools enable Trustpilot’s
paying business customers to invite more
reviews, manage those reviews, to derive
high-value, actionable insights from them,
and to showcase their TrustScores
across their marketing channels.
In this way, Trustpilot generates strong
returns for businesses in raising their
profiles, demonstrating their trust
credentials, as well as increasing traffic,
conversion, marketing efficiency, and
ultimately revenues.
Sustainability and society
Trustpilot plays a key role in the world
of online and offline commerce,
helping businesses and consumers to
engage with each other in an open and
collaborative way, fostering trust.
The significant growth in activity on our
platform reflects the fact that consumers
are increasingly reliant on Trustpilot
reviews, and that businesses are more
aware than ever that demonstrating they
can be trusted is critical to their success.
We recognise our responsibility to
engage with all stakeholders and we are
committed to operating and promoting
sustainable business practices. We
believe that there is a correlation between
corporate responsibility and our future
business success.
Chief executive’s review continued
$50bn
A growing, global
market opportunity
13m
Potential business
customers worldwide
18
Trustpilot Annual Report & Accounts 2021
During the year, we carried out a
detailed materiality assessment across
our business to understand the most
important Environmental, Social &
Governance (ESG) issues for our
business, both in how they impact our
ability to operate as well as how our
activities impact societies, economies
and the environment. We engaged with
our stakeholders to understand how they
prioritise ESG issues and we will
use these inputs to inform our future
ESG strategy.
Among the most material issues
identified, the integrity of the content on
our platform, data privacy and security,
ethical behaviour, diversity and inclusion,
and inclusive growth were considered
important to investors, customers,
consumers, and our employees.
We are already engaged in a number of
key initiatives related to these matters.
For example, we prioritise investment
in the technology and skills necessary
to prevent and remove illegal or harmful
content from our platform.
In addition, we deploy sophisticated
cybersecurity and data privacy solutions
and processes to protect our digital
ecosystem from other forms of misuse.
We promote ethical behaviour via our
corporate values across our organisation,
and recently hired a new Head of
Diversity and Inclusion to ensure that
we are appropriately diverse in our
recruitment and retention practices.
Our culture and values
Trustpilot is a purpose-led business,
and this is integral to our culture and
values; Trusties are passionate about
Trustpilot’s vision to become a universal
symbol of trust.
We continue to focus on enriching their
experiences both professionally and
personally. During 2021, we announced
that we were permanently moving to a
hybrid model of work, embracing the
flexibility we are all now looking for, as
well as the wonderful magic that happens
when we have Trusties collaborating in
shared office spaces together.
Outlook
We are encouraged by the significant
progress we made during 2021 and the
Board remains confident in the strategy
and outlook for the business.
With the successful financial result
and strong bookings performance we
achieved in 2021, including a constant
currency 26 per cent increase in ARR,
we expect to deliver constant currency
revenue growth in line with current
management expectations in 2022.
Sales and marketing expenses
declined as a proportion of revenue
in each of the last two years, but,
as previously guided, we intend to
re-accelerate investment in 2022
to capture the exciting growth
opportunities we see for the business
and accelerate bookings growth
in 2023 and beyond. Our ongoing
planned investment in the business
saw Tech & Content and G&A increase
as a proportion of revenue during the
second half of 2021. In addition to
planned investment, we are seeing cost
inflation and therefore we expect these
expenses to remain at broadly similar
percentages of revenue throughout the
current year, with overhead leverage
to come thereafter.
Peter Mühlmann
CEO and Founder
22 March 2022
We also launched several initiatives
aimed at improving the mental, physical,
and social well-being of our Trusties
and continued our investment into
professional development. We are
focused on building future leadership
talent and in accelerating the
development of our existing top talent.
We also strengthened our team, building
organisational capability and capacity
in areas such as engineering, product
development, user experience, data
science and security.
During the year, we carried out a
detailed materiality assessment across
our business to understand how our
stakeholders prioritise ESG issues and to
inform our future ESG strategy. Among
the most material issues identified, the
integrity of the content on our platform,
data privacy and security, ethical
behaviour, diversity and inclusion,
and inclusive growth were considered
important to investors, customers,
consumers, and our employees.
The results of this materiality
assessment, once finalized along with
our detailed ESG strategy and roadmap,
will form the basis of our forthcoming
sustainability report.
19Strategic report
20
Trustpilot Annual Report & Accounts 2021
“ We successfully
combine sophisticated
fraud detection
technology with our
dedicated content
integrity team in order
to identify and prevent
misuse of our platform.”
Carolyn Jameson
Chief Trust Officer
Trustpilot Group plc
As consumers increasingly utilise reviews
as a source of information, the value in
using reviews to manipulate consumers
increases, and, accordingly, ensuring the
reliability of reviews and other content
on Trustpilot’s platform is a constantly
evolving challenge.
In 2021, more than 630 thousand reviews
were flagged, approximately 84 per cent
of which were flagged by businesses.
To provide further reassurance to
consumers, Trustpilot’s business
transparency pages provide information
including how long a business has been
a Trustpilot customer, if the business
has been verified and how this has been
checked, whether the business pays to
access additional Trustpilot products
and services, the sources of reviews, star
distribution by review source, and how
many reviews a business has flagged and
the outcome of those reports.
Trustpilot labels reviews to make it
clearer to consumers if a review has been
invited to submit a review by a business.
Generally, businesses that choose
to invite consumers via the Trustpilot
platform are required to utilise Trustpilot’s
automated collection methods to collect
verified reviews. Reviews collected
using Trustpilot’s automated collection
methods are automatically triggered
after a consumer has an experience with
a business. This enables businesses to
consistently and fairly invite feedback
from consumers, and alongside this, we
deploy technologies to detect attempts
to collect reviews in a biased or
misleading way.
Trustpilot also prohibits the collection of
reviews on its platform that involve the
use of an incentive such as a discount,
voucher, or financial reward.
We recently introduced a consumer
verification tool as part of continued
efforts to protect and promote trust
online and maintain content integrity on
the Trustpilot platform. The new function
allows consumers to opt in to verify their
identity when posting reviews on the
platform by uploading a copy of their
government-issued photo ID, as well as
a selfie. Crucially, consumers still retain
the option to keep their identity, and any
information used to verify themselves,
anonymous to both businesses and
the public. Those successfully verified
receive a verified badge, reassuring other
consumers and businesses that the
review is written by a real person.
For Trustpilot to achieve its vision to
become a universal symbol of trust, it
must be able to ensure that the content
displayed to consumers and businesses
on the Trustpilot platform is reliable.
Content integrity
Trust and transparency in action
21Strategic report
“ Our Board
wholeheartedly supports
this new enforcement
strategy, which has been
developed through our
Trust and Transparency
Committee, including
members of the Board.”
Tim Weller
Chairman
Trustpilot Group plc
Most fake reviews are detected using our
automated systems, that analyse a variety
of data points using machine learning
and rules to detect suspicious activity
and reviews. We also use data science
designed models to identify anomalous
and unusual review patterns to give
actionable insight into misbehaviour on
Trustpilot’s platform.
At the end of December 2021,
Trustpilot had a team of approximately
88 employees, including agents,
investigators, lawyers, technology
experts and communications and training
specialists, supporting the Group’s focus
on trust and transparency. In addition,
Trustpilot outsourced various content
integrity tasks to allow for flexibility
in volume of review activity. In 2021,
Trustpilot removed over 2.7 million fake
or fraudulent reviews from its platform,
approximately 68 per cent of which were
removed automatically using Trustpilot’s
automated fraud detection capabilities.
More than 54 per cent of the fake or
fraudulent reviews that were removed in
2021 were either 5-star or 4-star reviews.
Where continued misbehaviour is
detected, Trustpilot applies penalties to
the business which include terminating
a paid subscription, displaying a
prominent consumer warning on an
offending business’s profile on the
Trustpilot platform, and restricting the
business’s ability to collect reviews
through Trustpilot’s platform or display
the Trustpilot brand on its own domain
webpage. In addition, Trustpilot will no
longer share reviews of a business with
search engines if that business has
repeatedly violated Trustpilot’s terms
of service and platform guidelines and
received a consumer warning, which
impacts an offending business’s visibility
and prominence in search results.
In addition, in recent periods, Trustpilot
has taken increasing measures to remove
businesses, or not accept businesses
as customers, where it deems those
businesses are not suitable for its platform
(for example, because they promote
hatred or facilitate criminal activities).
This includes displaying consumer
warnings on profiles, removing profiles
that offer illegal or harmful services and
preventing Trustpilot’s sales teams from
communicating with such businesses.
Trustpilot continues to review and
improve the way in which businesses and
consumers can flag reviews, to create
efficiency in managing reviews that
potentially breach our guidelines.
Promoting and
protecting trust
Trust and transparency in action
22
Trustpilot Annual Report & Accounts 2021
23Strategic report
77%
Of UK consumers
agree a good
TrustScore makes
them more likely to
buy from a brand
Growing importance of online
reviews platforms
As a result of the increase in online
penetration, underpinned by large
investments in information technology,
lower prices, and increased online
content, as well as increased
digitalisation and use of smartphones,
overall time spent online has been
rising over recent years. More recently,
due in part by measures taken in
many jurisdictions in response to the
global Covid-19 pandemic that have
required large numbers of people to
work from home, time spent online
has further increased.
Online reviews play an increasingly
important role in consumer purchases,
with an increasing amount of online
research done by consumers before
making purchasing decisions, both
for online and offline purchases. The
combination of people spending more
time online, more businesses online, and
a continuing increase in e-commerce
spending, are among the drivers of
growth for the online review industry.
Large and growing global
market opportunity
Businesses across a wide range of
industry sectors, including those
operating online and offline, must not
only be able to anticipate changing
consumer trends and preferences, but
must deliver consistent, high-quality
experiences to consumers to gain and
maintain their trust. Hence, establishing
consumer trust is a key factor for
business success, and Trustpilot believes
that consumer reviews are one way
businesses can establish trust.
According to a Canvas8 report released
in 2020, 89 per cent of consumers in
France, the UK and the United States
checked reviews online before making
purchases. As commerce increasingly
moves online, businesses are expected
increasingly to seek to establish trust
online. The adoption of retail e-commerce
is accelerating around the world.
Consumers want to
know whom they can
trust, and to help
other consumers
make better informed
purchases
Market overview
Trust is the foundation upon which
commerce is built.
In an independent analysis of the market
opportunity, commissioned by Trustpilot
in Q4 2021, the global long-term Total
Addressable Market was estimated to
be approximately $50 billion, excluding
China. The assumptions that underly
this assessment of the market include
estimating the number of addressable
businesses in core and adjacent
geographies and industries, penetration
and conversion rates for these markets
and industries, and estimates for annual
contract values for paying customers.
24
Trustpilot Annual Report & Accounts 2021
Diverse businesses worldwide
are deploying Trustpilot
Trustpilot operates across a wide range of
industry verticals, ranging from retail and
healthcare to financials and travel, while
certain other reviews platforms focus on
a smaller number or range of industry
verticals or are very location focused.
Trustpilot reviews are not tied to location.
Trustpilot has a global presence, with
reviews generated by consumers in more
than 200 countries and territories. This
contrasts with other reviews platforms
that only have a local presence or a
presence only in certain markets.
Demonstrating this wide applicability
of the Trustpilot’s platform, at the end
of December 2021 there were over 714
thousand reviewed domains on Trustpilot
(claimed and unclaimed, and including
domains subsequently removed from the
Trustpilot consumer website) across a
wide range of industry sectors had been
reviewed by consumers on Trustpilot’s
platform and 23 thousand paying
business customers from more than
100 countries and territories.
Open and independent
Trustpilot is an open and independent
platform where, in general, any consumer
can review any business with a website
worldwide, whether that business is
a Trustpilot customer or not. Large
e-commerce platforms generally operate
closed review ecosystems where
consumers can post reviews to rate
products or sellers only on the platform,
with the main purpose of creating
product feedback between their users
only. While there is the ability to rate
products and sellers operating on such
platforms, and leave that feedback visible
for other platform users, users cannot
rate the platform itself nor aggregate
those reviews with other reviews from
customers who acquired the same
product elsewhere.
An established consumer brand
Trustpilot has built a consumer facing
proposition whereby, in general, anyone
can view reviews or add reviews of
any business with a website. This
differentiates Trustpilot from reviews
platforms that collect and aggregate
reviews on behalf of business clients, but
do not offer consumers the opportunity
to view other customers’ experiences.
According to Alexa, Trustpilot is the
46th most visited website in the UK
and amongst the 400 most visited sites
globally (source: Alexa Rank as of 21
March 2022, based on internet traffic
and engagement over the past 90 days).
This strong market penetration and brand
awareness results in increased virality
and network effects.
714k+
Reviewed domains
on Trustpilot since
inception
+35%
2021
2020
2019
2018
25Strategic report
Our key strengths
Trust
We relentlessly focus on
trust and transparency, a key
differentiator for Trustpilot.
Technology
We continue to improve our
platform making it easier for all
businesses to use Trustpilot.
People
Our Trusties are passionate
about our purpose, which is
integral to our culture.
Brand
The scale of our brand
and consumer reviews (167
million globally) is also highly
differentiated, ensuring depth
and breadth.
Our business model
Virality helps fuel our growth.
Our value proposition
Our business model is underpinned by virality.
DiscoveryInvitation
Consumers
Businesses
Know who they
can trust
Get new
customers
Help other
consumers
Retain
customers
Grow
efciently
Viral network
effect drives
organic growth
26
Trustpilot Annual Report & Accounts 2021
Businesses
Gather verified, independent reviews, showcase their
TrustScore, building a trusted brand. Engage with
consumers, understand customer feedback and insights
to improve their products and services. Grow efficiently.
Our shareholders
Our purpose and passion matters to investors, and, with
their support, we are delivering sustainable growth and a
successful financial and operational performance.
Our people
Behind Trustpilot is a team of amazing people – who we
call Trusties – who together deliver on our mission vision
to be a universal symbol of trust for the internet economy.
We are building a place where they can thrive, follow their
passions, and do the best work of their careers.
How we deliver value to our key stakeholders
How we maximise value
Consumers
Read verified, independent reviews to make better-
informed purchases. Help other consumers by writing
reviews and sharing experiences. Engage with
businesses and have their voice heard, helping them
to improve services.
714k
Total reviewed
domains
(+35% YoY)
~15%
Typical average uplift
in revenue
850+
employees
24%
YoY revenue growth
at constant currency
167m
Total reviews by
consumers
(+39% YoY )
50+
nationalities
27%
YoY bookings
growth at constant
currency
See page 15 See page 40 See page 70 See page 53 See page 68
Our clear
strategy
Robust risk
management
Innovative and
inclusive culture
Responsible
approach
Sound
governance
27Strategic report
A ‘trust layer’ for the open
commerce ecosystem
Rooted in the belief that trust has
never been more important, Trustpilot
seeks to provide a ‘trust layer’ for the
open commerce ecosystem by giving
consumers confidence to purchase goods
and services from a wide range of online
and offline businesses across the world.
Trust is a source of differentiation for many
businesses as consumer demand for
openness and transparency grows.
Businesses around the world are facing
increased challenges and scrutiny, and
consumers are actively seeking ways to
get reassurance that the businesses they
transact with are trustworthy. This is the
trust gap that Trustpilot seeks to fill.
Since its establishment in 2007, Trustpilot
has built a leading, trusted, and open
platform for online reviews. This platform,
and the fast expanding big-data
ecosystem that underpins it, enables
us to offer SaaS-based applications
and services that provide high-value
intelligence and capabilities to our
business customers. Through utilising
the Trustpilot platform, businesses
can engage with consumers and gain
considerable insight from their reviews.
Learning from genuine consumer
experiences, both positive and negative,
helps Trustpilot’s customers to build a
trusted brand over time, and to integrate
their Trustpilot score as a part of a trust-
based marketing strategy.
Differentiated, open and
collaborative
Trustpilot provides an open platform,
which creates a place where businesses
and consumers can gain actionable
insights and collaborate. Consumers
can share feedback, at any time, about
any business with a website, and review
feedback left by other consumers.
The platform not only facilitates
better purchasing decisions, but also
gives consumers the opportunity to
recommend businesses, products,
services, and locations based on
their experiences.
To establish trust and transparency at
the centre of its offering, Trustpilot
prevents businesses from choosing
which reviews are published on, or
removed from, Trustpilot’s platform,
so that all reviews can be seen by
consumers, and any business can
use the platform to view and respond
to consumer reviews at no cost. This
approach contrasts with ‘closed’ reviews
platforms, where businesses have control
of the reviews they choose to publish.
In 2021, we published our first
Transparency Report, opening to
scrutiny the workings of our business to
demonstrate the scale of the protective,
safeguarding measures we deploy as
usage of our platform grows.
Go-to-market
Given the diverse range of industry
verticals we serve, our customer base
consists of small, medium-sized, and
large businesses. Our go-to-market
strategy includes a combination of
organic consumer and business
engagement with the Trustpilot platform;
direct sales and marketing efforts; and
partner channels. Partner channels
include solution partners for marketing
and referrals, technology partners
to simplify customer acquisition and
onboarding, and data partners to
integrate insights from Trustpilot’s
big data ecosystem into third-party
technology platforms.
During 2021, we continued to expand
and deepen these partner channels
and announced new integrations
with e-commerce and app stores,
including Shopify, WooCommerce,
and PrestaShop.
Our sales and marketing efforts benefit
from a viral network effect, whereby
more consumer reviews lead to more
businesses becoming aware of, and
claiming their business domain on, the
Trustpilot platform, which in turn helps to
generate more consumer reviews.
We are also increasingly utilising a
product-led marketing strategy and using
automated sales processes, particularly
in respect of small and medium-sized
customers. Our proprietary intelligence
platform, Trustlytics, is an important
component of our go-to-market strategy:
Trustlytics utilises data available from
the Trustpilot big data ecosystem to help
create marketing content and prepare
customer segmentation and other
analyses helpful to our sales process.
The Trustpilot merchant network, which
included approximately 84 thousand
active domains across a range of industry
verticals in December 2021, helps to
amplify awareness of Trustpilot’s brand
and products and services. In addition
to this, we are investing in consumer
engagement with the Trustpilot platform,
raising awareness through targeted
brand marketing, social media, and
other campaigns.
Our business model continued
28
Trustpilot Annual Report & Accounts 2021
A scalable SaaS platform
Trustpilot helps
businesses to use
consumer feedback and
insights to improve their
products and services.
Gather verified,
independent reviews
Grow efficiently,
showcasing their reviews
and TrustScore
Build a trusted
brand, enhancing all
marketing channels
Engage with consumers
Value
Proven outcomes
with a measurable
return on investment
We are a successful
fast-growing SaaS
company, with high
gross margin and
high retention.
81%
Gross Margin
$144m
ARR
(29% annual revenue
growth since 2016)
99%
LTM Net Dollar
Retention Rate
~$6k
Average
Contract Value
We go to market
with a exible
freemium model.
(Annual subscription model)
(Annual subscription tailored offering)
Invite
Convert
Enhance
Connect
Product Reviews
Location Reviews
Integrate
Insights
Free
Standard + Add-ons
Enterprise
* Data shown is as of 31 December 2021
29Strategic report
Strategic objective Progress
– Key areas of investment have been to scale our platform and
maintain the integrity of its content.
– Streamlined the ability for business customers to
automatically invite consumers for reviews and engage with
the power of Trustpilot.
– Launched UK & Europe e-commerce channel and announced
integrations with Shopify, WooCommerce, and PrestaShop.
– We may seek to accelerate growth by pursuing selective
acquisitions.
– We evaluate opportunities from time to time.
– We may consider M&A to rapidly enter new geographies, add
new products or talent.
– We leveraged our modular pricing model to upsell additional
products and services to our customers.
– We were also successful in cross-selling additional products
and services.
– Our success is reflected in an improvement in the 2021 net dollar
retention rate to 99 per cent, up from 91 per cent in 2020.
– During 2021 we opened new offices in the Netherlands and
Italy, as a result of the strong growth we hope to achieve in
those regions.
– We have seen rapid growth in recently entered product
categories, for example product and location reviews.
– As a result of the Covid-19 pandemic, many industries have
shifted online helping us to expand our opportunity in markets
like online education and healthcare.
– We continued to develop our capabilities in machine learning and
AI in order to generate better data processing and analytics, and
to improve the experience of consumers and Customers.
– We added our first wave of personalised actionable insights to
help business customers increase their return on investment from
deploying Trustpilot.
– We also introduced video in our Product Reviews solution, which
allows consumers to upload a visual of the product they have
purchased and thus enrich the reviews showcased for a better
shopping experience.
Product-led
Grow subscribers
New markets
Products and services
Mergers & acquisitions
Our strategy
Develop automation of our
go-to-market and reduce
customer acquisition costs.
Retain and grow
revenue from subscribing
business customers.
Enter new industry and
product sectors, and new
geographic regions.
Use data processing and
analytics to improve the
experience of consumers
and business customers.
Accelerate growth through
selective M&A.
30
Trustpilot Annual Report & Accounts 2021
Focus for next year Success measure
– We have recently completed a market segmentation analysis of
the North American market, and we will use this to further develop
our US go-to-market strategy.
– Efficiently scaling our distribution channels is central to our ability
to capitalise on our market opportunity.
– Further investment in our e-commerce integrations which
empower merchants to deploy Trustpilot without having to leave
their chosen e-commerce platform.
– We will continue to assess potential M&A opportunities that might
help us with regional expansion, add new products or capabilities,
or bring us significant new talent.
– We will continue to focus on retention in markets where our brand
recognition is at an early stage.
– First year retention is significantly improved if the product is
activated by the customer, and we intend to further align sales
incentivisation with activation.
– We intend to further develop our upsell and cross-sell opportunity
with new products, capabilities and services.
– Further investment into early stage markets to develop
brand recognition.
– In developing markets, target industry verticals and sub-
segments where we have a track record of success in our more
developed regions.
– Align innovation strategy with our approach to new industry and
product sectors, and new geographies.
– Personalisation for businesses and consumers remains a key
area of focus for us.
– Further develop our big-data ecosystem and our ability to
derive high-value insights for our customers through new
products and services.
– We track and compare the customer lifetime value with the
customer acquisition cost (LTV/CAC) in each territory and for the
Group, as a means of understanding our go-to-market efficiency.
– The proportion of new sales that are achieved via our
e-commerce channels.
– M&A activity would be evaluated using a number of financial,
strategic and competitive benchmarks.
– Net dollar retention rate, gross churn, and net expansion.
– Bookings and annual recurring revenue growth.
– Total cumulative reviews.
– Monthly active domains.
– Number of monthly review invitations.
– Number of monthly TrustBox impressions.
– Active innovation pipeline and successful new product delivery.
– Net dollar retention rate.
– Consumer activity and engagement, for example monthly page
views, and the number of reviews posted.
– Measurable return on investment for our customers, through
increased revenue and increased marketing efficiency.
31Strategic report
2020 2021
113
150
2020 2021
91
99
2020 2021
118 .7
144.5
2020 2021
$(12)m
$(26)m
Loss for the period
(+/-) actual growth – 111%
(+/-) constant currency growth – 165%
Financial
Total bookings
1
($m)
(+/-) % actual – 32%
(+/-) % constant currency – 27%
Why we track it
A result of previous bookings, represents
the top line of income.
Why we track it
A lead indicator of future total revenue.
LTM Net Dollar Retention Rate
(per cent)
2
(+/-) % actual – 9%
(+/-) % constant currency – 9%
Why we track it
After expenses, we need to track our path
to profitability.
Why we track it
How successful are we at retaining
subscribers and expanding customer
contract value.
2020 2021
$7m
$5m
Operating cash ow
Annual Recurring Revenue ($m)
3
(+/-) % actual – 22%
(+/-) % constant currency – 26%
Why we track it
Represents our ability to covert operating
profit into cash flow.
Why we track it
This is a measure of the annual value
of subscription contracts on the final
reporting day.
Key performance indicators
We use the following financial and
non-financial KPIs to measure the
strategic performance of our business.
1 Bookings is defined as the annual contract value of contracts signed in a given period. Nearly all of Trustpilot’s contracts with customers have a duration of 12 months,
and in the event a contract length exceeds 12 months the value is adjusted to the 12-month equivalent for the purpose of calculating bookings. Bookings are a leading
indicator of future revenue.
2 LTM Net Dollar Retention Rate is defined as the annual contract value of all subscription renewals in the last twelve months divided by the annual contract value of
subscriptions expiring in the last twelve months. LTM Net dollar retention includes the total value of subscriptions with existing Subscribing Customers, and includes
any expansion of contract value with existing Subscribing Customers through upsell, cross-sell, price expansion or winback. Twelve months of data is used as nearly all
subscriptions are twelve months in duration, ensuring the appropriate alignment of renewal activities.
3 Annual recurring revenue is defined as the annual value of subscription contracts measured on the final day of a reporting period.
Revenue
(+/-) actual growth – 29%
(+/-) constant currency growth – 24%
2020 2021
$102m
$134m
32
Trustpilot Annual Report & Accounts 2021
2020
2020
2021
2021
121
63
167
84
2020
2020
2021
2021
529
20
714
23
2020 2021
407
549
Non-Financial
Number of reviews (m)
4
(+/-) % – 39%
Number of active domains
7
(+/-) % – 34%
Why we track it
A measure of consumer activity and
engagement with Trustpilot.
Why we track it
These businesses are brand promoters
for Trustpilot.
Number of reviewed domains (m)
5
(+/-) % – 35%
Number of subscribing customers
8
(+/-) % – 17%
Why we track it
A measure of virality, more consumers
leaving more reviews on more businesses.
Why we track it
A measure of how successful we are
at converting free users to paid accounts.
Number of claimed domains
6
(+/-) % – 35%
Why we track it
A measure of business activity and
engagement with Trustpilot.
4 Number of reviews hosted on Trustpilot’s platform as at 31 December (including reviews subsequently removed or deleted).
5 Number of reviewed domains that have been reviewed on Trustpilot’s platform as at 31 December (including domains subsequently removed from the Trustpilot
consumer website).
6 Number of claimed domains that have been reviewed on Trustpilot’s platform as at 31 December (including domains subsequently removed from the Trustpilot
consumer website) and have been claimed by the domain owner accessing features like inviting customers to write reviews, reply to reviews, and being notified
whenever someone writes a review.
7 Number of domains, in the months of December, that received an invited review or were the subject of a TrustBox impression during the month.
8 Number of customers with a paid subscription for services on Trustpilot’s platform as at 31 December.
33Strategic report
Revenue
Revenue grew to $131 million, an increase
of 29 per cent over the prior year, or 24
per cent at constant currency. The actual
growth rate benefited from a weakening
US Dollar relative to sterling and the
Euro. Revenue continues to consist of
over 99 per cent recurring revenue from
software subscriptions, amortised over
the subscription term.
ARR and Bookings
ARR and bookings serve as leading
indicators of revenue in subsequent
periods. ARR is measured at a point in
time, while bookings reflect the annual
contract value of deals signed within
that period. As at 31 December 2021,
ARR was $144 million, an increase of 26
per cent at constant currency over the
prior year ARR of $119 million. In FY21,
bookings of $150 million increased by
27 per cent at constant currency over
prior year bookings of $113 million.
* Key performance indicator (KPI) – further detail
available on page 39
** Alternative performance measures (APM) – further
detail available in note 4
Finance Review Overview
2021 was an exciting year for Trustpilot,
listing via a successful IPO on the London
Stock Exchange in March and achieving
a re-acceleration of both revenue and
bookings* growth. FY21 saw revenue
growth of 29 per cent to $131 million,
or 24 per cent on a constant currency
basis**. Bookings growth lifted from
18 per cent in FY20 to 27 per cent on
a constant currency basis, resulting in
Annual Recurring Revenue (“ARR”)* of
$144 million at the period end. Revenue
growth was 29 per cent, or 24 per cent
on a constant currency basis. The loss
for the year grew from $12 million (-12 per
cent of revenue) to $26 million (-20 per
cent of revenue), principally due to $10
million non-recurring IPO-related costs.
Adjusted EBITDA** fell from $6 million (6
per cent of revenue) to $4 million (3 per
cent of revenue) driven by investments
across the organisation, largely offset by
strong revenue growth.
While FY21 was the rst set of accounts
prepared as Trustpilot Group plc, the
IPO Restructuring resulted in the same
operating group meaning FY20 gures are
still like for like comparatives. Comparative
gures were not audited by PwC UK.
“ The growth in bookings
was supported by a strong
improvement in our Net
Dollar Retention rate.”
Revenue
$131m
Revenue growth
29%
Bookings
$150m
Financial review
Our business grew
substantially in 2021
Hanno Damm
Chief Financial Officer
34
Trustpilot Annual Report & Accounts 2021
Nominal differences between ARR at the
31 December 2021 and FY21 bookings
are partly due to currency translation,
as ARR utilises the spot rate on the
date of measurement while bookings
utilises the monthly average rates over
the period when the activity is recorded.
The strengthening US Dollar at the end
of FY21 contributed to lower translated
values of sterling and the Euro contracts,
when compared to bookings recorded
over the course of FY21. Bookings
growth was assisted by improvement in
LTM Net Dollar Retention Rate, which
increased from 91 per cent in FY20 to 99
per cent in FY21. We are encouraged to
see customer retention and expansion
grow as it is a testament to the value
created by the product and it reflects
the increased flexibility that has resulted
from the new pricing framework we
implemented in FY20.
Regional growth trends
As described above, bookings growth
serves as a leading indicator of future
revenue growth. For this reason, FY21
regional revenue growth is partly
dependent upon the prior year bookings
growth. In the UK and Europe & RoW,
constant currency revenue growth
remained strong with 27 per cent and 32
per cent growth respectively. This was
achieved following constant currency
bookings growth of 23 per cent in the UK
and 24 per cent in Europe & RoW in FY20.
In the same way, the 9 per cent revenue
growth reported for North America reflects
bookings growth of 3 per cent in FY20.
At constant currency, bookings growth
accelerated in all regions in FY21,
compared with the prior year period.
The acceleration in growth was notable
in Europe & RoW and North America.
Europe & RoW bookings increased by 35
per cent in FY21 (up from 24 per cent in
FY20). North America bookings increased
by 15 per cent in FY21 (up from 3 per cent
in FY20). UK bookings rose by 27 per cent
in FY21 (up from 23 per cent in FY20).
Our more developed European markets,
for example Denmark, are more efficient
as we benefit from a strong network
effect and a powerful consumer brand.
In Italy, Germany and the Netherlands
we believe we are approaching a similar
critical mass, and we see promising early
signs of momentum in Spain.
Cost of sales
Cost of sales, which includes network
operating costs and the costs incurred
to onboard, support, retain and upsell
customers, rose to $25 million (FY20:
$18 million), an increase of 32 per cent at
constant currency. The increase reflects
investments we made during the year into
the retention and expansion of existing
customers ahead of future revenue
recognition. These investments, primarily
into additional headcount, have helped
us to significantly improve our LTM Net
Dollar Retention Rate from 91 per cent
in FY20 to 99 per cent in FY21. As a
proportion of revenue, the cost of sales
grew from 18 per cent in FY20 to 19 per
cent in FY21.
Sales and marketing costs
Sales and marketing costs increased
to $46 million (FY20: $40 million), an
increase of 10 per cent on a constant
currency basis compared with the prior
year. The increase in the sales and
marketing expense was due to additional
marketing expenditures, partially offset
by a reduction in average headcount
which declined to 279 (FY20: 304). As
a proportion of revenue, the sales and
marketing expense reduced to 35 per
cent in FY21 (FY20: 40 per cent).
Technology and content costs
Technology and content costs were $34
million (FY20: $25 million), an increase
of 30 per cent at constant currency
over the prior year. Technology and
content investment continues as we add
headcount and purchase software and
professional assistance. The average
technology and content headcount
grew to 220 in FY21 (FY20: 187). Our
technology and content investment
is focused primarily on product and
engineering, as well as securing the
integrity of our content and includes
the amortisation of capitalised software
development. Technology and content
costs were 26 per cent as a proportion
of revenue in FY21 (FY20: 25 per cent).
$ 000's FY21 FY20
(+/-) %
actual
(+/-) %
constant
currency
Bookings:
UK 61,064 44,884 36 27
North America 33,200 28,826 15 15
Europe & Rest of World 55,300 39,608 40 35
Total bookings 149,564 113,318 32 27
Revenue:
UK 53,136 39,159 36 27
North America 30,503 27,872 9 9
Europe & Rest of World 47,8 04 34,954 37 32
Total revenue 131,443 101,985 29 24
35Strategic report
General and administrative costs
General and administrative costs grew
to $52 million (FY20: $28 million), an
increase of 81 per cent at constant
currency over the prior year period.
The growth in general and administrative
costs was driven primarily by non-
recurring IPO-related costs of $10
million, and share-based compensation
of $10 million (FY20: $4 million). IPO
costs consisted primarily of accounting,
legal and advisory services which were
required to enable a listing on the London
Stock Exchange in March 2021. The
growth in general and administrative
expenses also reflects the partial
re-opening of many of our offices in
2021, and associated personnel costs.
Additionally, 2021 saw the introduction
of the annual costs associated with
operating as a public company, reflected
in additional headcount and professional
fees. As a result of these factors, as
a proportion of revenue, general and
administrative rose to 39 per cent in
FY21 (FY20: 27 per cent).
Cash Flow
We saw a cash outflow from operations of
$5 million in FY21, compared with a cash
inflow from operations of $7 million in
the prior year. The shift to a cash outflow
from operations was driven in large part
by non-recurring IPO costs amounting
to $12.4 million, and the annual company
bonus payout that moved from a quarterly
to an annual frequency in FY20, resulting
in the first such annual payout occurring
in early 2021.
One-off operating cash items in FY21
included a negative working capital
movement relating to the payout of payroll
tax deferral of $3 million for Covid-19
relief. One-off operating cash items in
FY20 included positive working capital
contribution related to a payroll tax
deferral of $3 million for Covid-19 relief
as well as a negative working capital
movement of $2 million relating to a new
office lease in London. The net cash
outflow from investing activities continues
to consist primarily of capitalised
development costs, which in FY21
increased to $4 million (FY20: $3 million).
The cash inflow from financing activities
of $56 million principally comprised
inflows from the IPO proceeds following
the sale of new shares, and the proceeds
from employee warrants exercised at
IPO. This inflow was partially offset by
a portion of IPO costs recorded against
equity and not reflected in operating
cash flow, cash outflows from repayment
of term debt, and from the principal
elements of lease payments.
Financial review continued
Annual recurring revenue
$144m
LTM Net Dollar Retention Rate
99%
Net cash position at year end
$93m
36
Trustpilot Annual Report & Accounts 2021
Balance Sheet
Meaningful movements in the Group
balance sheet in the year consisted
primarily of the equity capital raise
resulting in $93 million of cash and an
increase in net equity to $59 million as of
31 December 2021. Non-current liabilities
fell to $13 million as of 31 December 2021,
following the repayment of outstanding
term debt. Current liabilities rose to $57
million as of 31 December 2021, largely
due to growth in contract liabilities
amounting to $5 million in the period,
driven by the growth in bookings.
Foreign exchange
The Group does not hedge foreign
currency profit and loss translation
exposures and the statutory results are
therefore impacted by movements in
exchange rates. The use of constant
currency translation illustrates underlying
activity by neutralising the impact of
currency fluctuations. Constant currency
translation is applied by utilising the
monthly average rate from the most
recent period applied to all historical
periods being compared.
Going Concern Statement
Based on the going concern assessment
described in Note 1 of the Group’s
financial statements on page 120, having
considered multiple downside scenarios
and a stress test scenario, the Directors
have a reasonable expectation that
the Group has adequate resources to
continue to operate for at least 12 months
from the date of approval of the financial
statements. As a result, they continue
to adopt the going concern basis in
preparing the financial statements.
Viability Statement
In accordance with provision 31 of the
Code, the Directors have performed an
assessment of the Group’s prospects and
long-term viability, taking into account its
current financial position and principal
risks and uncertainties.
The Group’s prospects are assessed
through an annual strategic planning
process. This strategic planning
process addresses the expected
commercial and financial performance
over the subsequent 3 years and the
consequential impacts to cash flows and
liquidity. The Directors have determined
that 3 years is an appropriate period over
which to provide the Group’s viability
statement as it is consistent with the
Group’s 3 year outlook when preparing
its strategic business plan.
The strategic planning process begins
with input from the Group’s Global
Leadership Group (GLG) on macro trends
and themes that could be material to
the future of the Group. This input is
considered and expanded upon by the
Executive Leadership Team (ELT) and
the Board at a two day off-site. The 1st
year of this 3 year forecast serves as the
Group’s budget, informed by detailed,
bottoms-up input based on the strategic
plan. The 2nd and 3rd years are built on
the same forecast methodology with top-
down drivers and trends.
The Group’s forecast begins with
detailed monthly commercial KPIs
that drive new customer acquisition
expectations, as well as the renewal and
expansion of existing customers, planned
regionally. This planning takes place in
tandem with corresponding forecasts of
operating expenses, consisting primarily
of direct labour costs or those indirect
costs tied to headcount. The resulting
plan covers the key operating KPIs as
well as the P&L, balance sheet and cash
flow expectations.
While the Group’s strategic planning
process generates the best estimate
for future performance based on the
assumptions mentioned above, the
Directors also consider additional
plausible but severe downside scenarios
to assess the long-term prospects of
the business. The Directors consider
2 scenarios to quantify the potential
impact of multiple key principal risks and
uncertainties of the Group (set out on
page 43) occurring over the assessment
period, in addition to a reverse stress test
to demonstrate what would need to occur
to see the Group’s liquidity exhausted.
37Strategic report
Financial review continued
Scenario
modelled
Principal risk
assessed
Trust degradation Trust
Activities of
businesses and
consumers
The trust degradation scenario is meant
to illustrate the impact of an erosion of
trust among consumers and businesses
in our platform, resulting in an increased
churn of existing customers, difficulty in
acquiring new customers and increased
cost associated with platform integrity.
Impacts of this scenario would result in a
sales productivity that is over 20 per cent
lower than FY21, a net retention rate of
88 per cent and a resulting revenue
growth that falls to the single digits by
FY23. Trust degradation is assumed to
be the consequence of improper use
of the platform by businesses and
consumers, a failure by the Group to
maintain confidence in our commitment
to trust and transparency and a public
perception that content on our platform
is fake or misleading.
Scenario
modelled
Principal risk
assessed
Regulatory
scrutiny and
litigation
Changing and
varied regulatory
landscape
Litigation and
disputes
The regulatory scrutiny and litigation
scenario is meant to illustrate the
impact of dramatically increased
regulatory and compliance efforts
while concurrently dealing with
increased litigation and disputes.
The financial impact of this scenario is
modelled via increased costs across
the Group’s Content Integrity, Platform
Integrity and Legal & Compliance
functions, as well as increased
external counsel fees, damages, fines
and settlements from litigations. It also
assumes a c. 50 per cent increase in
gross churn in FY22 due to existing
customers that aren’t willing or able
to operate within changes brought
by
regulators and regulatory fines amounting
to 2 per cent of revenue.
The result of the above scenarios
indicate that the Group would be able
to withstand these plausible but severe
downside situations and retain more than
sufficient liquidity. The reverse stress test
also illustrated that the factors required to
exhaust Group liquidity were considered
a remote likelihood.
Additionally, the Directors consider the
mechanics of the Group’s business
model and the consequential impact to
its long-term viability. The Group operates
with high gross margin, recurring
subscription software revenue alongside
low customer concentration. As of 2021,
no single customer accounted for greater
than 1 per cent of Group revenue. This
software subscription model proved
resilient in the uncertainty of 2020 at the
onset of Covid-19 lockdowns, giving
management and the Directors the
ability to meaningfully improve operating
cash flows while continuing to grow
the business.
Based on the above assessments, the
Directors have a reasonable expectation
that the Group will continue in operation
and meet its liabilities as they fall due
over the three year period ending
31 December 2024.
Hanno Damm
Chief Financial Officer
22 March 2022
38
Trustpilot Annual Report & Accounts 2021
Operating metrics
Trustpilot utilises a range of key performance indicators (“KPIs”) to assess its performance, and this document contains certain
operating measures that are not defined or recognised under IFRS. Trustpilot considers bookings, LTM Net Dollar Retention
Rate, annual recurring revenue, number of reviewed domains, number of claimed domains, number of active domains, number of
subscribing customers and number of reviews to be the KPIs used by Trustpilot to help evaluate growth trends, establish budgets
and assess operational performance and efficiencies.
Trustpilot believes that these KPIs provide alternative measures by which to assess the operating performance of the Group
and, together with IFRS measures, are useful in evaluating the Group’s operating performance. The KPIs used in the Financial
Statements should not be considered superior to, or a substitute for, measures calculated in accordance with IFRS. The following
table presents Trustpilot’s KPIs for FY21 and FY20.
$ 000's except per cent and millions FY21 FY20
(+/-) %
actual
(+/-) %
constant
currency
Bookings:
UK 61,064 44,884 36 27
North America 33,200 28,826 15 15
Europe & Rest of World 55,300 39,608 40 35
Total bookings
1
149,564 113,318 32 27
LTM Net Dollar Retention Rate (per cent)
2
99 91 9 9
KPIs at period end
Annual Recurring Revenue
3
(millions) 144 119 22 26
Number of reviewed domains
4
714 529 35 –
Number of claimed domains
5
549 407 35 –
Number of active domains
6
84 63 34 –
Number of subscribing customers
7
23 20 17 –
Number of reviews
8
(millions) 167 121 39 –
1
Bookings is defined as the annual contract value of contracts signed in a given period. Nearly all of Trustpilot’s contracts with customers have a duration of 12 months,
and in the event a contract length exceeds 12 months the value is adjusted to the 12 month equivalent for the purpose of calculating bookings. Bookings are a leading
indicator of future revenue.
2
LTM Net Dollar Retention Rate is defined as the annual contract value of all subscription renewals in the last 12 months divided by the annual contract value of
subscriptions expiring in the last 12 months. LTM Net dollar retention includes the total value of subscriptions with existing Subscribing Customers, and includes
any expansion of contract value with existing Subscribing Customers through upsell, cross-sell, price expansion or winback. 12 months of data is used as nearly all
subscriptions are 12 months in duration, ensuring the appropriate alignment of renewal activities.
3
Annual recurring revenue is defined as the annual value of subscription contracts measured on the final day of a reporting period.
4
Number of reviewed domains that have been reviewed on Trustpilot’s platform as at 31 December (including domains subsequently removed from the Trustpilot
consumer website).
5
Number of claimed domains that have been reviewed on Trustpilot’s platform as at 31 December (including domains subsequently removed from the Trustpilot
consumer website) and have been claimed by the domain owner.
6
Number of domains, in the months of December, that received an invited review or were the subject of a TrustBox impression during the month.
7
Number of customers with a paid subscription for services on Trustpilot’s platform as at 31 December.
8
Number of reviews hosted on Trustpilot’s platform as at 31 December (including reviews subsequently removed or deleted).
39Strategic report
Board approval
Audit Committee review
Executive Leadership Team review
Consolidation and calibration
of principal risks
(Risk function)
Risk identification and assessment
Top-down (functions) + Bottom-up (business units)
Risk management
Successful management of existing
and emerging risks is critical to the
achievement of our strategic objectives
and long-term success.
Like all businesses, we face a number
of risks and uncertainties. Successful
management of existing and emerging
risks is critical to the achievement of
our strategic objectives and long-term
success. At Trustpilot, we adopt a robust
approach to risk to ensure we achieve our
mission to be the most trusted and most
used online reviews platform, and grow
our business in a sustainable way.
We have a dedicated Risk function that
is responsible for compliance leadership,
promoting a risk conscious culture
across all levels of the organisation, and
providing the necessary guidance to
identify, evaluate and mitigate the risks
which could endanger the achievement
of Trustpilot’s strategic objectives.
Oversight – Escalation – Ownership
Framework – Values – Direction
Our Risk Framework
The risk framework below illustrates the internal governance structure within Trustpilot.
Alongside this framework, the Group’s culture, risk process, and internal controls give
the Board assurance that risks are being appropriately identified and managed.
40
Trustpilot Annual Report & Accounts 2021
Risk Management Process
1. Identify risk landscape
As part of our risk
identification, we record both
current and emerging risks that
could prohibit, hinder or restrict
the achievement of our
strategic objectives.
2. Assign ownership
& prioritise
As part of risk identification, we
operate with a common set of
risk categories. Each identified
risk is categorised, assigned
an executive level owner and
mapped to our strategic focus
areas. This is an important part
of our process that ensures
effective oversight
and accountability.
3. Assess & Evaluate
Partnering with business
stakeholders, we assess the
likelihood of occurrence and
the potential impact if the
risk materialises.
4. Manage & Mitigate
A risk treatment strategy is
determined based on the risk
rating and the effectiveness
of any controls. Any changes
are then implemented within
our governance, risk and
compliance system.
5. Monitor & Review
Entity-level controls are
monitored and tested by
the Risk and Internal Audit
teams respectively. Findings
are presented to the Audit
Committee and form the basis
for the Risk and Internal
Audit plans.
Risk
Cycle
41Strategic report
Governance
Our Board of Directors is responsible
for setting the tone in relation to our
approach to risk and guides our risk
behaviours. The Board ultimately sets
expectations in relation to conduct, trust
and integrity, defines our risk appetite,
approves material decisions relating to
our risk profile and assesses potential
risks which may impact our strategy,
reputation, operations or business model.
The Board is supported by our Audit
Committee, which is responsible for
reviewing, reporting and managing risk.
The Audit Committee reviews our internal
controls and risk management systems
and is accountable for the review,
maintenance and updating of our risk
register. The Audit Committee reports to
our Board on matters within its duties
and responsibilities.
Operational management of risk is the
responsibility of our ELT who report to
the Audit Committee and the Board.
The risk framework at Trustpilot operates
a three lines of defence model. We aim
to set clear guidelines for managing
risks throughout the organisation by
using common language and ensuring
appropriate ownership, management
and control. On a day-to-day basis, we
consider all of our Trusties to be risk
managers, and take an active role in
embedding a risk-conscious culture
throughout the organisation.
We use our risk framework to drive
an integrated and owned approach to
risk through the culture of the entire
organisation:
– Our first line of defence, our Trusties,
have a responsibility to manage day-
to-day risk in their own areas and
are guided by Group policies and
procedures. Function heads, and
ultimately the responsible member of
the ELT, ensure that risks are managed,
maintained, reviewed and actioned in
accordance with the policies that
guide them.
– The second line of defence provides
an independent review and challenge
to the business and control functions
to ensure that all aspects of the risk
profile are managed in adherence to
risk appetite and policies, as well as on
the implementation and operation of
internal controls.
This is managed and overseen by our
Risk function. Oversight of the control
environment is managed within our
governance, risk and compliance
system, which fosters an integrated
and unified approach to managing risk
across the business.
– The third line of defence provides
independent assurance on the
effectiveness of our internal controls.
This is managed by Internal Audit in
conjunction with the Audit Committee.
Collaboration
Whilst maintaining the required
independence, Internal Audit and Risk
work in close collaboration throughout
the year in order to provide effective
oversight of, and guidance to, first
line functions.
Using the Enterprise Risk Assessment,
Internal Audit and Risk scope and align
their respective Audit and Risk plans
to review identied areas of high risk
for the business whilst ensuring that
the business has the right support and
guidance to address any ndings. This
collaborative approach helps to enhance
the prole of Internal Audit and Risk
throughout the organisation as well as
the risk culture and cooperation in the
rst line functions.
Some of the engagements completed by
Internal Audit and Risk are outlined below.
Our year in review
Our first year as a publicly listed
company was one where we further
enhanced our risk processes and put
in place a governance structure that
aligns with our strategic and operational
goals. A number of key initiatives were
conducted that allowed us to identify
our principal risks and also support our
internal control environment:
– Internal Audit and Risk conducted an
Enterprise Risk Assessment, facilitated
through discovery workshops and
consulting engagements to identify our
current, emerging and principal risks.
– We improved our whistleblowing
procedures by onboarding a
confidential whistleblowing platform
that allows all Trusties or external
stakeholders to report concerns
anonymously, as well as updating
our Speaking Up policy.
– We conducted a fraud assessment
and updated response plans for the
areas of highest risk.
– We developed our internal controls
over financial reporting to ensure that
risks and controls were up to date,
and established a road map for the
monitoring and oversight of these
controls within our governance, risk
and compliance system.
2022 Focus
Our work will continue to evolve in
2022 with a particular focus on building
a culture of compliance through a
collaborative approach to managing risk.
As part of this effort, Risk will influence
decision-making through effective
challenge and timely consultation. We are
committed to supporting the business
to meet its strategic goals. Critical to
our success will be our work to continue
embedding a risk-conscious culture
into our first line of defence. This is in
keeping with a commitment to build trust,
provide clarity and improve connection
throughout the organisation, and a key
facet of the People & Culture strategic
focus area.
Additionally, the annual review of the
effectiveness of the systems of risk
management and internal control
identified opportunities for improvement
in the IT general controls. The Finance
team operated compensating controls
during the period to mitigate the
associated risk. In collaboration with
Risk, the IT team presented an action
plan for the Audit Committee involving a
new model for ownership of IT systems
and controls, additional resourcing, and
timeline for deliverables during 2022. Risk
will continue to work with the IT team and
provide oversight of implementation, and
report progress to the Audit Committee.
Principal risks and uncertainties
We continually identify, review and
manage existing and emerging risks that
threaten our business model, performance
or liquidity. As part of the risk framework,
risk responses are agreed with business
stakeholders and reported to the Audit
Committee and the Board. Control of
each of the principal risks is critical to the
ongoing success of the business. As such,
responsibility and management of the risks
are assigned to an executive sponsor.
Risk management continued
42
Trustpilot Annual Report & Accounts 2021
Covid-19
The Covid-19 pandemic continues to bring significant change to the global economic, social and political business landscape.
In response, we are continually reviewing the actual, emerging and potential impacts on our principal risks as the pandemic
continues to evolve around our everyday lives. The pandemic, and the measures taken to mitigate the effects of the pandemic,
could continue to cause disruption to our business and have an adverse impact on our financial results. Our Covid-19 taskforce,
made up of senior employees across various functions regularly meet to discuss the impact of the pandemic on our business,
including our people, our customers, our supply chain and other key stakeholders.
Standing against the invasion of Ukraine
We are deeply concerned and saddened by the acts of violence we are seeing against innocent Ukrainian people and fully
condemn the brutality being inflicted by the invasion. We stand with all those suffering and with the many other voices calling for
peace at this time.
We have assessed the operational and financial impact of the events in Ukraine, and although we do not anticipate any major impact
to our business, we have terminated all paid relationships with Russian and Belarusian businesses with immediate effect and cut all
ties with any businesses who are, or are likely to be, subject to sanctions. The total financial impact of these actions at the time of
publication of this report is approximately $45,000. At the same time, we have suspended our operations in Russian and Belarus so
that no businesses can access their business accounts and no new reviews can be posted in respect of domains in those regions.
Any existing paying customers from Ukraine have had their subscription costs waived until further notice. Any fee waivers are not
expected to exceed $10,000 per year.
We continue to offer our support to Trusties who have been affected by the events in Ukraine (including counselling and the
opportunity to temporarily work remotely from any other country within the European Union) and have also made an initial donation
to the humanitarian effort through the Choose Love Charity.
We continue to monitor reviews on our platform closely to ensure that information remains genuine and that any harmful or illegal
content is removed swiftly. Internally, we have assembled a taskforce, made up of senior employees across various functions, who
are in regular contact to discuss the impact of the invasion on our business as the situation develops.
Having carried out a robust assessment of the company’s emerging and principal risks, the Board have identified the following
principal risks and uncertainties, grouped by our strategic objectives:
Risk Strategic
Focus Area
Risk
Number
Risk
Trend
Executive
Sponsor
(Risk Owner)
Executive Sponsor Role
Trust Consumer Trust 1 Carolyn Jameson Chief Trust Officer
Activities of businesses
and consumers
2
Changing and varied
regulatory landscape
3
Litigation and disputes 4
Privacy & Security 9 Carolyn Jameson
Steve Garland
Chief Trust Officer
Chief Technology & Product Officer
Failure to innovate Business
Proposition
5
Steve Garland Chief Technology & Product Officer
Reliance on search
engine relationships
7
Steve Garland
Alicia Skubick
Chief Technology & Product Officer
Chief Marketing Officer
Competitive
environment
Markets & Growth 6
Tim Hilpert Chief Operating Officer
People & Culture People & Culture 8
Donna Murray
Vilhelmsen
Chief People Officer
43Strategic report
Risk management continued
For each of the principal risks, further explanation has been provided regarding description of the risk (“Why this matters to us”) and
mitigation (“How we respond”):
(1) Trust
Strategic Focus Area:
Consumer Trust
Executive Lead:
Carolyn Jameson, Chief Trust Officer
Why this matters to us How we respond What we have done in 2021
Our brand and reputation for trust
are of paramount importance. Our
platform is open to businesses
and consumers. Any failure to
maintain a consistently high level
of confidence in our commitment
to trust and transparency, or a
public perception that content on
our platform is fake or misleading,
could adversely affect our
reputation with businesses and
consumers. We also recognise
that a poor consumer experience
on the platform can have a
negative impact on consumer
trust, and our reputation. Any
degradation of trust in our
platform could lead to a reduction
in the number of consumers
using our platform, the number
of businesses subscribing to our
services and, consequently, a
decrease in revenue.
– Our Board and ELT are committed to building
and maintaining trust. Our company values to be
‘open to all’ and to act ‘always with integrity’ are
embedded within our culture and our employees
are committed to putting trust and transparency
at the heart of everything we do.
– We have comprehensive policies and
procedures designed to ensure that we only
work with companies that align with our ethical
values, including our Code of Ethics and Bad Fit
Policy. These ensure that employees, customers,
suppliers and consumers are committed to
integrity, trust and transparency.
– We have a dedicated Trust & Transparency
team of more than 70 employees, including
content and platform integrity agents, legal,
privacy and compliance professionals, and
fraud analysts and investigators. Our efforts are
further supported by cross-functional teams
who are all focused on preserving the integrity
of our platform.
– We annually release our Transparency Report
to highlight our commitment to trust and
transparency and publicly report on our
efforts to combat fake reviews and misuse of
our platform.
– We continually monitor, and where appropriate,
respond to, press coverage in relation to our
business and proactively monitor our platform
to protect the integrity of our platform so that
reviews reflect genuine consumer experiences.
– We continue to invest in best-in-class
technology and people to further improve the
trust and transparency of our platform. This
includes fraud detection software that utilises
machine learning and artificial intelligence, and
the creation of a development team dedicated to
trust and transparency.
– Our goal is to be the most trusted and
most used online reviews platform,
becoming the global benchmark for trust.
– We further refined our consumer trust
strategy to shift focus on making
improvements for our customer
experience.
– As we begin our journey to reach our
mission, we have identified four key
strategic focus areas:
– People & Culture
– Consumer Trust
– Business Proposition
– Markets & Growth
– In March 2021 we established a Trust
& Transparency Committee to oversee
the Company’s policies, procedures
and practices that embed trust and
transparency into our operations and
ensure that any material decisions relating
to the integrity of our platform are aligned
with our mission and strategy.
– We have continued to scale our Content
Integrity team, recruiting in key positions
that has allowed us to shift focus towards
better customer experience. In 2021, we
hired several key roles including:
– Senior Director, Content Integrity
– Workforce, Planning and Analytics
Manager
– Customer Experience Manager
– Service Delivery Manager
– These changes better equip us to
understand and address our customer
needs, whilst enabling the team to better
detect fraud or misuse of the platform.
44
Trustpilot Annual Report & Accounts 2021
(2) Activities of businesses and consumers
Strategic Focus Area:
Consumer Trust
Executive Lead:
Carolyn Jameson, Chief Trust Officer
Why this matters to us How we respond What we have done in 2021
Our terms of use and platform
guidelines prohibit businesses
and consumers from using our
platform to post illegal or
harmful content, engage in illegal
activities or make improper use
of the platform.
Nevertheless, businesses
and consumers may engage in
such prohibited activities, create
or promote the creation of false
or misleading reviews and
otherwise attempt to use
Trustpilot’s platform for fraudulent
purposes. Such activities could
negatively impact Trustpilot’s
brand and reputation.
Further, in many jurisdictions,
laws relating to the liability of
providers of online services for
activities of third parties on their
platforms are being tested by
actions based on defamation,
invasion of privacy, unfair
competition, copyright and
trademark infringement and on
other bases. Any court ruling or
other governmental regulation
or action that imposes liability
on providers of online services
in connection with the activities
of such third parties could result
in Trustpilot becoming liable for
the actions of businesses and
consumers on the platform.
– Our terms of use and guidelines clearly prohibit
problematic content and misuse of our platform,
including reviews which are illegal, harmful,
defamatory, misleading or otherwise not based on
a genuine experience. Our terms also specifically
exclude Trustpilot liability for user generated
content on our platform.
– As mentioned above, in connection with our
efforts to maintain the trust and transparency of
our platform (1), we take extensive steps to detect
and remove improper content, and take action
against those who post such content or engage in
any misuse of our platform.
– Our automated systems analyse every review
submitted to the platform to identify and quickly
remove any reviews we deem to be fake.
– We include ‘transparent flagging’ information
on every business profile on our platform, which
allows consumers to view how often businesses
flag reviews and understand what happens to the
review while they are being investigated.
– We include ‘transparent inviting’ information on
every business profile on our platform, which
allows consumers to see how businesses
receive and collect reviews on their profile, and
whether businesses are actively using automated
or manual methods to collect reviews from
consumers. Our business transparency pages
provide an overview of how businesses have used
our platform during the preceding 12 months,
including the sources of reviews, whether or not
the business pays to access additional Trustpilot
products and services and star distribution by
review source.
– Our platform labels reviews to explain to
consumers if a review has been collected by
a business and the collection method they
have used. Where a business collects reviews
using one of our automated collection methods
which are automatically triggered following an
experience with a business (or a consumer has
otherwise given us documentation to prove
their buying or service experience), we label the
reviews as ‘verified’.
– We have a dedicated Litigation team that robustly
defends any actions seeking to impose liability
on Trustpilot for user generated content and
activity on the platform, and where appropriate,
take proactive enforcement action. We also utilise
external specialists where necessary.
– We regularly take enforcement action against
those who misuse our platform, employing human
expertise and automated tools.
– In 2021, we removed over 2.7 million
fake reviews from our platform, over
68% of which were detected by our
automated software.
– We issued 1,425 cease and desist
letters (of which 1,260 were through
automated methods) to businesses in
2021 and blocked 16,780 user profiles
linked to those selling reviews.
– We continued to restructure our internal
teams by combining our Enforcement
and Content Integrity teams, and
expanding our fraud & investigations
teams dedicated to maintaining the
integrity of our platform and taking
enforcement action against those who
misuse our platform. These teams
are supported by our expanding
Legal, Engineering and Data Science
teams, and together their scope of
responsibilities look at improving
integrity of the platform and content,
improvements to our automated
systems, scaling our operations, and
detecting and taking action against
misuse on the platform.
– We have released new automated
systems to detect fake reviews based
on a variety of behavioural factors.
– We introduced an in-product notification
on business profile pages to highlight
reviews that were historically collected
by businesses offering an incentive.
This notification was displayed on
reviews that were collected using
incentives prior to them being prohibited
on the platform in August 2020.
45Strategic report
(3) Changing and varied regulatory landscape
Strategic Focus Area:
Consumer Trust
Executive Lead:
Carolyn Jameson, Chief Trust Officer
Why this matters to us How we respond What we have done in 2021
The growth and development
of e-commerce, along with
negative publicity and allegations
of false or misleading information,
has led to increasing regulatory
scrutiny of such activities
particularly in the UK, Europe
and the United States.
For example, in May 2020, the UK
Competition and Markets Authority
(the “CMA”) opened an industry
investigation into several major
websites, including Trustpilot
that display online reviews to
assess whether those websites
are taking sufficient measures to
protect consumers from fake
and misleading reviews.
Following the investigation, the
CMA announced on 25 June 2021
that it has opened a formal probe
into Amazon and Google over
concerns that they have not been
doing enough to combat fake
reviews on their sites.
Whilst the CMA chose not to take
any enforcement action against
Trustpilot, any failure to take
appropriate measures to combat
fake reviews or other misleading
activity on its platform could lead
to further or similar regulatory
scrutiny from the CMA or other
regulatory bodies throughout
the world, ultimately leading to
reputational damage and financial
or criminal penalties.
In addition, as there continues to
be political and social pressure
to tackle illegal and harmful
content online, regulators are
introducing new regulations
requiring platforms such as
Trustpilot to take action to
quickly and effectively remove
such content, which could lead
to increased compliance costs.
Any failure to comply with these
requirements or respond to
regulatory changes may result in
reputational damage, fines and
other enforcement action.
– As a business dedicated to trust and
transparency, we are constantly making
improvements and enhancements to our
platform to ensure compliance with laws
and regulations.
– We have a robust notice and take down
procedure, which allows consumers and
businesses to report reviews they believe to
be fake, illegal, harmful or otherwise in breach
of our platform terms and guidelines. Once
reported, we thoroughly investigate and take
prompt enforcement action. This can include:
– removing the reviews from our platform,
– issuing warnings to businesses and
consumers for repeated breaches,
– placing consumer alerts on the profile
pages of the businesses involved,
– terminating the paid subscription with
businesses who might be misusing
our platform.
– Our Policy & Public Affairs team is dedicated
to identifying, monitoring, assessing and
responding to upcoming changes in laws
and regulations and working with regulators,
politicians, Governments and other lawmakers
to help shape future regulation.
– We proactively and voluntarily work with
regulators to identify any compliance risks and
build strong, positive relationships.
– We monitor investigations and enforcement
action taken by regulators against other digital
service providers to identify any changes
that may be needed to our platform to ensure
regulatory compliance.
– We have dedicated internal legal expertise to
implement any changes to our platform and
business that are required as a result of new
regulations, including product legal, regulatory
compliance and privacy professionals. We also
engage external counsel where appropriate.
– We employ a comprehensive compliance
framework, including policies, guidelines and
training to ensure awareness of, and compliance
with, new regulations.
– Our dedicated Risk function maintains our risk
register, which is updated regularly to take
account of new risks that may arise from new
regulations and regulatory action.
– The following enforcement actions were
taken against businesses and consumers
misusing our platform:
– 2,722,255 reviews were removed from
our platform for breaching our terms
and guidelines
– 121,048 warnings were issued to
businesses and consumers for
repeated breaches
– 2,637 consumer warnings were
placed on the profile pages of the
businesses involved
– 136 agreements with businesses
who were misusing our platform were
terminated and those customers
downgraded to basic functionality of
only reporting and replying to reviews.
– As part of our monitoring procedures, we
regularly scan regulatory notifications from
the FCA. This allows us to compare with
domains using Trustpilot and as a result,
display consumer alerts on the business’s
profile page.
– Alongside monitoring and feeding
intelligence to the business on regulatory
developments, our Policy & Public Affairs
team participates regularly in discussions
on areas such as platform regulation,
competition law, and AI.
– We have improved how we explain to
consumers the eligibility for businesses to
be ranked as ‘best’ in our category pages
and on business profile pages.
– We have upgraded our infrastructure for
automated systems to reduce time to
action, and deployed an event streaming
pipeline infrastructure to analyse all
reviews and apply rules that act in real-
time to detect fake reviews immediately
after they are submitted.
Risk management continued
46
Trustpilot Annual Report & Accounts 2021
(4) Litigation and disputes
Strategic Focus Area:
Consumer Trust
Executive Lead:
Carolyn Jameson, Chief Trust Officer
Why this matters to us How we respond What we have done in 2021
Due to the nature of our
business and being a platform
that hosts user generated
content, we may be subject
to litigation and other legal
proceedings involving defamation,
libel, consumer protection,
intellectual property, commercial
disputes and other matters. We
may also be associated with
disputes between businesses
and consumers, even where we
are not a party to the dispute (for
example, disputes relating to the
content of a review).
Such exposure could cause
significant reputational
damage and compromise
our ability to grow.
– We have a dedicated Litigation team which is
responsible for handling any claims, litigation
or other proceedings when issued against
Trustpilot, using external counsel where
necessary for jurisdiction specific advice.
– We monitor and track litigation and disputes,
and regularly assess likelihood of success,
impact to the business and potential legal costs
to inform our decision making.
– We have robust processes in place to identify
and act on claims issued against any Group
companies in the locations in which we operate /
where we may be subject to proceedings.
– Our Litigation team works closely with our
Content Integrity teams to deliver training and
guidance on identifying problematic cases early
to ensure escalation to the Litigation team.
– We have processes to maintain privilege,
manage documents and information in the
context of ongoing and anticipated litigation.
For example, preservation of documents,
and handling requests for information from
authorities, regulators and third parties.
– Our Litigation team is empowered to identify
pragmatic and commercial resolutions to resolve
disputes, and actively avoids the need for
unnecessary litigation (where appropriate).
– We issue claims against businesses or
individuals repeatedly breaching our guidelines,
for example by procuring or submitting fake
reviews. Our Litigation team works with
specialist external barristers who have in-depth
knowledge of the platform to draft pleadings,
prepare cases and attend hearings.
– As set out in our IPO prospectus in March
2021, a complaint was filed in the United
States District Court for the Southern
District of New York against Trustpilot Inc
and Trustpilot A/S relating to Trustpilot’s
customer renewal practices. The claim
was initially dismissed by the court on
29 June 2021, to which the plaintiffs filed a
‘motion to reconsider’ the dismissal of the
case. This was also denied on 14 October
2021. The plaintiffs have subsequently
filed a Notice of Appeal on 15 November
2021 and the case has been transmitted to
the Second Circuit Court of Appeals. The
case has been placed on the expedited
appeals calendar and we anticipate an
outcome mid-way through 2022. On
4 January 2022, Trustpilot received the
Plaintiffs’s appeal brief, and Trustpilot
submitted its reply on 8 February 2022.
On 22 February 2022, the Plaintiffs
submitted their reply brief and we are
now awaiting a date to be fixed for an oral
hearing. Trustpilot anticipates an outcome
within around six months of the date of
the Notice of Appeal.
Although, in this case, management have
no reason to consider that it is probable
there will be an unfavourable outcome
in respect of the litigation at this stage,
if unfavourable, the outcomes of such
proceedings could have an adverse
impact on our business due to legal
costs incurred, diversion of management
resources and reputational impact.
– We made changes to our platform in order
to comply with French consumer law. The
changes made provide more transparency
to consumers when using our platform.
– We increased headcount in our litigation
& disputes team. This expanded team
has a breadth of litigation and disputes
experience and has built dedicated
expertise in key markets where we see
increased litigation such as the UK,
Germany and France.
– We have developed litigation playbooks
to handle the increasing scale of repeat
claims, for example, for claims that
content on the platform is defamatory.
This ensures that cases are handled
consistently across the team and
experiences in specific markets are fed
back into business as usual processes.
– We released a series of more than 60
technical changes in summer 2021 to
improve accessibility of the platform,
and mitigate risk of litigation for non-
compliance with accessibility laws,
particularly in the US.
47Strategic report
Risk management continued
(5) Failure to innovate
Strategic Focus Area:
Business Proposition
Executive Lead:
Steve Garland, Chief Technology & Product Officer
Why this matters to us How we respond What we have done in 2021
Failure to develop new
technologies or products and
services, or adapt to consumer
or market trends, such as an
increasing demand for trust, or
developments relating to security
and authenticity of reviews,
could adversely impact our
ability to attract businesses and
consumers to our platform and/or
grow revenue.
– We continuously invest in technology that allows
us to adapt to market trends and evolving
consumer behaviour.
– Continued expansion of our R&D team, including
at our R&D hub in Edinburgh, which is focused
on innovation in data science and consumer
trust online.
– Regular horizon scanning and monitoring
of emerging trends, as well as research into
consumer behaviour.
– Peer reviews of similar platforms around the world.
– We employ an agile and collaborative way of
working so that we can innovate and respond to
change quickly.
– We monitor global M&A opportunities to acquire
technology, people and businesses which may
advance our mission to become a universal
symbol of trust.
– We actively seek out, and enter into, strategic
partnerships that will allow us to continue to
grow and find new and innovative ways to reach
consumers and businesses.
– In 2021, we invested heavily in our R&D
team. We increased our R&D headcount
by 29%. This compares to Trustpilot’s
overall headcount growth of 20%.
– We’ve invested heavily in analytics, data
science, and data platforms, allowing
us to:
– Better track and alert on leading and
lagging metrics
– Build a single source of truth set of
metrics, facilitating better business
decisions at a leadership level
– Build data driven features that improve
our customer and consumer offerings,
such as sentiment analysis
– Ensure data governance across
our data
– In H1 2021 we released technology to
automatically block ‘dark web domains’
from our platform.
– We released a new fraud engine based
on user behaviour to detect and block
spammers from the platform. As a result,
we have observed both a reduction of
spam on the platform and a reduction of
businesses reporting reviews as spam.
– Our integrations with strategic
partners are of paramount importance
to our continued growth. The
integration with Shopify, completed
in 2021, gives us access to new leads
and increased revenue.
48
Trustpilot Annual Report & Accounts 2021
(6) Competitive environment
Strategic Focus Area:
Markets & Growth
Executive Lead:
Tim Hilpert, Chief Operating Officer
Why this matters to us How we respond What we have done in 2021
The market for consumer reviews
is evolving and highly competitive.
Competition could increase
in the future from established
competitors and new market
entrants, including companies
that have their own internal
ecosystem reviews such as
Google and Amazon. This could
impact our ability to increase
revenue, maintain or increase
contract renewals, and maintain
or increase prices.
– We monitor competitors and their offerings
closely, and our ELT and Board regularly
undertake competitor and market analysis.
– We constantly develop and add new features
to our platform to ensure that we continue to
remain at the forefront of innovation and provide
maximum value to businesses and consumers.
– We regularly review and adapt our pricing
strategies to ensure that we remain competitive
in the market.
– We continue to invest in our brand and our
customer-led marketing approach helps amplify
awareness of our brand, and our products
and services.
– As an open and independent platform, we have
a consumer-facing proposition which allows
consumers at any time to write reviews of any
business with a website and see feedback left by
other consumers. This continues to differentiate
us from ‘closed’ platforms, which generally only
let consumers write reviews when the business or
platform invites them to do so and/or only enable
businesses to interact with consumers when
they pay for that capability and/or let businesses
choose which reviews are published.
– Our commitment to trust and transparency
continues to be a key differentiator between
Trustpilot and competitors.
– A number of new features were added to
our platform during 2021 including:
– Business verification
– Third party integrations to improve the
customer experience
– Automated systems focused on
consumer protection
– With the help of external consultants, we
launched a market study in the US, from
which we will apply learnings to adapt our
offering to the region.
– We’re significantly investing in
development of capabilities in areas such
as Product Reviews & Review Insights
that align with what businesses want,
modernising features and functionality,
including syndication, showcasing
abilities, and social sharing.
– We launched our Flex plan in October
2021, and we’re gradually rolling this
out globally so that we have a low-
priced offering for micro & small
businesses, something genuinely
affordable at the entry-level.
– We’ve deployed better pricing metrics
for larger businesses by linking price to
web traffic.
49Strategic report
(7) Reliance on search engine relationships
Strategic Focus Area:
Business Proposition
Executive Lead:
Steve Garland, Chief Technology & Product Officer / Alicia Skubick, Chief Marketing Officer
Why this matters to us How we respond What we have done in 2021
We rely on third party search
engines to enhance our
products and services and to
drive traffic for Trustpilot and
our customers. If search engine
providers amend or terminate
their relationships with us or
change the price of their offering,
or the algorithms that determine
flow of “free traffic”, then this
could have a material adverse
effect on Trustpilot’s business,
results of operations and
financial condition.
We also rely on our licensing
agreements with search engine
providers such as Google to
enhance our products and
services with key features such
as Google Seller ratings. As such,
if those providers terminate the
licences, or the data we feed
to them do not adhere to their
guidances or thresholds (or
they change those guidances or
thresholds), then this could affect
our ranking and subsequently
have a material adverse effect on
Trustpilot’s offering, its business,
results of operations and
financial condition.
– We adapt to changing trends to stay on top of
Search Engine Marketing (“SEM”) best practices
so our campaigns remain competitive and our
investment profitable.
– By diversifying our channel mix through earned,
owned and paid strategies.
– We place focus on our consumer experience
through brand awareness campaigns, or
customised campaigns, each with the goal of
translating to direct traffic.
– We have invested in paid and owned channels,
in addition to paid channels such as content
syndication, paid social and programmatic to
balance our channel mix.
– We “listen” to what our audience is searching for
and surface content that matches their intent on
our websites.
– We’re continuously making regular updates
to our websites to maximise the consumer
experience and increase conversion, such as
optimising web pages to load faster.
– We’re continuously improving our product
features with the goal of adding value for
our customers, and increasing conversion,
thus reducing over reliance on third party
enhancements.
– Trust continues to be our main differentiator and
is central to all of our campaigns and features.
– We have dedicated resources to ensure
the quality of the data we feed to search
engines meets Search Engine Optimisation
(“SEO”) requirements.
– We launched 2 consumer marketing
email campaigns centred around raising
brand awareness and reconnecting
with our existing consumers. Piloting in
the US, we currently send more than 1
million emails per month, encouraging
consumers to read and write more reviews
and helping them to make better choices.
We believe that improving the quality of
user-generated content and hosting more
trusted content on the platform will help to
build independence and brand awareness.
– We’ve invested in making our product
features, such as widgets, more valuable
on-site. Improved customizability,
accessibility, and utility of widgets, as well
as features such as video product reviews
allow Trustpilot to diversify our offering.
– By leveraging the traffic generated from
SEO, we have built product features that
help increase conversion on the website.
– By following ad best practices, we
were able to make changes to our paid
search strategies and decrease our lead
acquisition costs by 8%.
– We have simplified our structured data on
our consumer site, to increase the value
and accuracy of how Google’s continually
improving engines interpret our content.
Risk management continued
50
Trustpilot Annual Report & Accounts 2021
(8) People & Culture
Strategic Focus Area:
People & Culture
Executive Lead:
Donna Murray Vilhelmsen, Chief People Officer
Why this matters to us How we respond What we have done in 2021
Our continued success depends
upon our ability to attract, recruit,
retain and develop a highly
skilled workforce, particularly in
the fields of technology, data,
product, systems development,
digital marketing and sales.
In addition to this, we recognise
that preserving our diverse,
energetic, collaborative and
entrepreneurial culture, in a
competitive environment, is very
important as we continue to
grow the business.
Failure to do so could negatively
impact our ability to develop
new technologies, products and
services, execute our strategy
and/or increase revenue.
– Trustpilot considers its purpose-led culture
and diverse workforce to be vital to its success.
This creates an atmosphere that enables
Trustpilot to successfully recruit and retain
talented and passionate team members.
Trustpilot employees are empowered to speak
up and drive Trustpilot’s extended purpose,
which includes social and environmental
activities and employee resource groups.
– We use long-term incentive plans for
management and key employees. We also
offer a company bonus based on company
performance measures to incentivise employees
to share in Trustpilot’s success.
– We offer competitive, benchmarked
remuneration packages to employees at all
levels and regularly review the benefits we offer
to remain competitive.
– We carry out regular employee engagement
surveys to monitor employee sentiment. We also
monitor and respond to reviews on Glassdoor.
– We carry out regular assessments of employee
attrition and conduct exit interviews and exit
surveys to understand why people are leaving us
and what we can do to improve.
– We offer resources and a transparent job
architecture to support employees in planning
their career progression. We further offer an
accelerated development programme for
top talents.
– We are a purpose-led business with strong
values around trust, integrity, collaboration and
being positively human.
– We are significantly increasing the size of our
Talent Acquisition function to hire the best talent
as we build out our teams.
– We have several initiatives aimed at supporting
the health and wellbeing of our employees.
– Our Board is committed to hiring and retaining
the best talent. The Board regularly receives
People updates, we have a dedicated NED
appointed to oversee workforce engagement
and our Nomination Committee is responsible
for succession planning for the Board and
senior management.
– Our global Talent Acquisition team has
more than doubled in size during 2021,
with particular focus on showcasing best
practice and improving our local labour
market knowledge.
– We are always reviewing and
benchmarking the benefits packages that
we offer to Trusties across all markets
that we operate in. In 2021, we improved
the benefits we offer in a range of areas
including, but not limited to, annual leave,
fully-subsidised Headspace subscription,
and our Future of Work policy.
– In mid-2021, we established our
Netherlands and Italy entities, based in
Amsterdam and Milan to build on our
existing efforts in these markets and
broaden our talent pool.
– As part of Trustpilot developing its
approach on hybrid/remote working, we
launched our Future of Work policy in
November 2021, which is aligned to our
culture and values, offering Trusties more
flexibility around their work schedule.
– Trustpilot continues to take forward
strides in providing more support in the
health and wellbeing space. All Trusties
are offered a fully-subsidised subscription
with Headspace and further initiatives have
been rolled out in each location that we
operate in such as webinars, classes and
the launch of a Wellbeing Hub of resources.
– We have designed and delivered bespoke
leadership learning paths aligned with our
leadership capabilities, job architecture
and Trustpilot’s values and culture.
– We have implemented a new and
innovative learning management system
focused on providing an engaging and
collaborative learning experience for all
employees to develop and grow.
51Strategic report
Risk management continued
(9) Privacy and Security
Strategic Focus Area:
Consumer Trust
Executive Lead:
Carolyn Jameson, Chief Trust Officer / Steve Garland, Chief Technology & Product Officer
Why this matters to us How we respond What we have done in 2021
Substantial or ongoing security
breaches or other failures to
comply with data privacy laws on
our platform, whether as a result
of our own internal failures or
an external cyber attack, could
significantly harm our reputation
amongst consumers and
businesses, inhibiting consumers’
willingness to provide reviews
and/or businesses from providing
their customers’ personal data to
Trustpilot. This could result in a
reduced demand for our products
and services, and a loss of
revenue, as well as potential fines
or other regulatory action.
– We have a dedicated Security team, who
address areas including platform and
product security (which includes our Cloud
environments), security operations and infosec
risk and compliance. The team regularly carry
out penetration testing, external scanning
of our web applications and review threats
and vulnerabilities. We also have a public
Bug Bounty scheme in place (continuous
crowdsourced penetration testing).
– We have a dedicated Privacy team that
provides guidance and support on privacy
compliance, including with respect to all
new regulatory and judicial developments in
applicable privacy laws globally. The team is
involved in all new tech or product developments
involving personal data, helping ensure we are
factoring privacy considerations into everything
we do from the outset.
– We have an effective privacy governance
structure in place that enables our Data
Protection Officer to independently monitor and
report on our privacy compliance posture to
the highest levels of management, via our Chief
Trust Officer.
– We have a number of policies in place to help
prevent, and handle, security breaches and
ensure compliance with privacy laws, including
an Information Security Policy, Data Incident
Policy and a Data Protection Policy. A specific
incident policy is followed for security incidents
and maintained and tracked.
– All of our employees receive regular training on
information security and data protection. There
are continuing awareness schemes.
– The Security Team works to a specific cyber risk
framework adapted for the business, covering
cyber attacks, compliance, data loss, phishing
& fraud and insider events.
– We have an Internal Audit team which will
regularly review cyber security as part of its
annual audit plan.
– Our Audit Committee regularly receives cyber
security updates and is responsible for reviewing
our policies and procedures for assessing risk
relating to data security, cyber security and
disaster recovery under its terms of reference.
– Continual investment in our infrastructure and
IT environment.
– In H1 2021, we appointed a new Chief
Information Security Officer to oversee
and expand our Security function. The
team has since grown to 4 people, and
will have dedicated focus on Cloud
Security, Application Security, Security
Operations and 3rd party risk through
2022 and beyond.
– Made further progress in embedding a
principle of privacy by design within the
organisation by improving our mandatory
privacy training to be completed by
all employees.
– We’ve invested heavily in our
infrastructure and IT environment. Some
highlights include:
– Significant progress in rolling out
our new anti-virus protection across
the organisation
– Major applications have been moved
into a new Single Sign On
– We’ve rolled out a new Security
Event and Incident Management tool
providing us with real-time analysis of
security alerts
– Updated our external user-facing privacy
policy to improve transparency with
respect to what data we collect, how
we use it, and who we share it with.
– Further enhanced our company-
wide data retention policy to enable
better compliance with GDPR’s data
minimisation principle and maintain
appropriate personal data footprint.
52
Trustpilot Annual Report & Accounts 2021
Sustainability
We are passionate about our vision to
become a universal symbol of trust.
As part of this, we recognise our
responsibility to contribute to our
stakeholders, including broader society
and the environment and are committed to
operating with and promoting sustainable
business practices. We believe that there
is a correlation between acting responsibly
and Trustpilot’s future success.
We are committed to engaging
with all our stakeholders
Our corporate culture encourages
engagement, which is reflected in the
enthusiasm of our employees, and we’re
doing our best to listen closely and
respond meaningfully to feedback from
every rung of our organisation. We also
work closely with external stakeholders,
including investors, business customers,
the consumers who use our services,
and suppliers.
We have a clear vision for the future
We have built an open and transparent
platform where trust is earned: because
when there’s trust, it benefits us all. At
Trustpilot, our strategy is to create trust
between the consumers and businesses
that shape each other’s world where
everyone can prosper.
What does this look like day-to-day? Our
team may be spread across the globe,
but you can find us solving some of the
biggest problems in online trust, together.
We are working hard on our vision to
become a universal symbol of trust, to
bring consumers and businesses together,
and to deliver on our Trust Promise.
We keep content integrity at the core of
our value proposition, through our ongoing
investment in people and technology.
And we are building trust with the
world around us when it comes to our
environmental impact, diversity, inclusion,
and support for local charities.
We care deeply about the environment
and future generations
While we’re not in the business of
manufacturing or distributing physical
products that put stress on our natural
resources, we do believe that everyone
has an important role to play in protecting
our environment.
So, we look closely at the environmental
impact of our global offices – and carefully
consider how and when we travel between
them. Though office attendance and
global travel reached an all-time low last
year, there are plenty of impactful green
initiatives to improve the way we do
business when we return.
No matter where we’re working, Trustpilot
is home to individuals who care about the
world around them and those who will
inherit it. We intend to harness the positive
energy and ideas of our people as we build
on our ESG strategy.
“ We intend to harness the
positive energy and ideas
of our people as we build
on our ESG strategy.”
53Strategic report
Our Trusties have a shared passion for
the vision we are pursuing.
This is an ambitious goal, and we know
that to achieve it we must continue
earning trust by operating responsibly
as a global business. We have a set of
shared values which guide all that we do
and give everyone at Trustpilot a chance
to shape our impact on the world around
us – across the board we’re committed to
being Open to All, Always with Integrity,
Positively Human, and Collaborative.
With offices in three continents and over
50 nationalities represented, people from
many backgrounds call themselves Trusties
and call Trustpilot their home. Trusties have
deep connections with each other and,
more than anything, value the friendship
that comes from being a part of our family.
This is what makes our culture so special.
Engagement
Just as we ask consumers to review
businesses, we encourage our Trusties to
review us as a workplace and to openly
share their feedback and experiences.
By doing this, we can work together
on creating even better employee
experiences and ensuring we have
highly engaged teams.
How do we keep track
of our engagement?
Through Peakon, an engagement analytics
platform, we can measure and keep
track of our employee engagement levels
through the e-NPS scoring methodology.
People & culture
The survey covers 14 different
engagement drivers and, in some cases,
sub-drivers. Trusties can score and add
comments to explain their reasoning or
provide qualitative feedback on the topics
that matter to them. Additionally, we are
measuring drivers for Diversity & Inclusion,
Covid Safety Precautions during the
ongoing pandemic and return to offices,
as well as Health & Wellbeing. As one of
our core values is being Positively Human,
mental wellbeing is important to us, as we
strive to create psychological safety for
discussion and support. All feedback that
Trusties provide is anonymous and rolls
up to leadership levels for action.
Our overall engagement score is
stabilizing at 8.1, a strong positioning in
the technology sector.
Vault platform
Our focus is enabling Trusties to have a
voice and creating a safe environment
to speak up. For that purpose, we have
launched Vault Platform in November 2021.
Vault Platform puts Trusties in control
of recording and reporting any
workplace misconduct they experience
or witness through a mobile application.
At Trustpilot, we generally consider a
speaking up report to fall within one of
three categories: confidential misconduct,
whistleblowing and compliance. Reports
can either be submitted directly or
anonymously to a case manager and
the app works as a secure messaging
channel, protecting the Trustie’s identity
until a resolution is reached.
The app also provides Trusties the
chance to “go together”, where Trusties
can submit a report that is only unlocked
by a case manager if another Trustie
makes a report against the same person,
or a similar report is filed in the future.
Diversity, equity and
inclusion at Trustpilot
At Trustpilot we care about the people we
work with and it’s important to us that we
feel a sense of community and connection
with our fellow Trusties.
By building awareness of people’s different
lived experiences, we start to see the world
differently. We build on our perspectives,
we confront our misconceptions, and
challenge the way in which we engage
with each other. We innovate in new ways
and build inclusive products and support
all of our customers when we have those
additional viewpoints in mind.
At Trustpilot we value diverse voices and
experiences and believe that every part
of a business can be elevated through the
inclusion of everyone.
Our journey so far
In the last year we have focused on
expanding our learning to enable us to
think more inclusively. This has been
achieved through the efforts of our
amazing Employee Resource Groups
(ERGs) who have proactively invited
Trusties to learn and think more inclusively
on different topics, for example.
8.1
Our overall
engagement score is
stabilizing at 8.1,
a strong positioning
in the tech sector.
Engagement score
10
Jan ’19 Jul ’19 Jan ’20 Jul ’20 Jan ’21 Jul ’21 Oct ’21 Jan ’22Apr ’21 Mar ’22
2
4
6
8
8.1
7.9
7.7
8.0
8.1
8.0
8.1
7.9
8.2
8.2
Sustainability continued
54
Trustpilot Annual Report & Accounts 2021
– Trustpilot Women in Leadership started
out in 2018, and has run activities
across our different office locations,
launched a mentoring program, ran
skills-based workshops, wellbeing
events, local charity initiatives and
run a book club. TWIL supports both
global and local initiatives to advance
the progression of women at Trustpilot,
and have regularly participated in
International Women’s Day since their
launch as an established group to
ensure important topics around gender
equality and bias are discussed.
– Trusties in Color, which formed in
2020, is dedicated to bettering the
lives of Black, Asian and Minority
Ethnic Trusties and also within local
underrepresented communities through
education, charity work, volunteering,
and networking. Trusties in Color has
been fundamental in amplifying the
voices across their group and creating
meaningful opportunities to make an
impact in their local communities. On
Juneteenth 2021 they raised $2,500
for Habitat for Humanity and $3,495
for Grow NYC and The Black Feminist
Project with Trusties dedicating
volunteer time to support. TiC
continues to advocate for change and
helps Trustpilot understand where
there are opportunities to improve
equity for minority communities within
the company.
– Trustpilot Pride and Allies, our newest
ERG, formed in 2021, aims to build
a community engaging events,
understanding employee experiences
and provide educational opportunities
to all Trusties. It also aims to support
the LGBTQ+ community both in
and out of Trustpilot. Events so far
have included virtual trivia and Drag
Bingo. The group has also created a
range of resources for Trusties on the
importance of pronouns, diversifying
their social media presence and raised
awareness of key topics such as
Transgender Identities, HIV and AIDs.
Representation at Trustpilot
We believe we are stronger as a business when the people in our workforce
represent the diverse communities we serve and reflect the cultures in which we
live. Gender diversity and equality remains an important focus for Trustpilot, and we
will be reporting on our Gender Pay Gap in the UK for the first time in 2023, as we
reached the threshold of more than 250 employees based in the United Kingdom on
the snapshot date of 5 April 2022.
We know that diversity does not begin and end with gender and that there are
many intersections to our identities. In 2022, we want to be able to gather new
insights on the demographic composition of our workforce to ensure equity of
pay, progression, recruitment and opportunity across ethnicity, disability, sexual
orientation, gender identity, religious belief, and socio-economic background,
for example.
(Data shown as at December 31, 2021)
1 Trustpilot currently collect binary gender data only (male/female), however we are working to ensure
this will soon include transgender and non-binary options as well.
Our gender balance
1,2
Board gender balance
67% male (6) 33% female (3)
ELT gender balance
57% male (4) 43% female (3)
ELT direct report gender balance
51% male (19) 49% female (18)
Senior leadership gender balance
55% male (36) 45% female (30)
All colleagues gender balance
57% male (479) 43% female (359)
(Data shown as at December 31, 2021)
**Generations are as defined by Beresford Research
Our generational snapshot for 2021
Gen Z
6% (47)
Millennials
82% (691)
Gen X
11% (96)
Boomers
1% (5)
55Strategic report
A future focused on true
belonging at Trustpilot
At the core of our Diversity, Equity and
Inclusion efforts is to ensure we are
creating a workplace where all Trusties feel
able to see themselves, be themselves,
and celebrate their identities. We are
all so different, and that enables great
innovation, forward thinking decision
making and inspires us to continuously
learn and grow.
To achieve sustainable growth, we need
to be imagining the impossible, keeping
conscious of our blind spots, and getting
intentional about creating a Trustpilot that
allows us to deliver against our strategic
focus areas.
We will continue to listen and learn from
our Trusties on what they want to see
change, increase transparency over
the challenges we face and actions we
take. We’ll keep building awareness
and understanding, enhancing our
perspectives and finding new ways to
strengthen connections with our fellow
Trusties and our communities across
the world.
Communications framework
The way we communicate at Trustpilot is a
key driver to our culture, engagement, and
sense of who we are as a community. We
are open to all and encourage Trusties to
voice their opinions.
Regular internal events allow Trusties to be
connected and engaged with our mission,
vision, and strategy. Quarterly global All-
Hands, hosted by our executive leadership
team (ELT), allows Trusties to hear about
initiatives across the business and engage
in Q&A, while Strategy Roadshows,
typically held twice a year and repeated
across all time zones, provide a deeper
understanding of different aspects of our
strategy and objectives. Where possible,
our leadership communications use
interactive channels, including video, to
share updates and keep Trusties informed.
In addition, our collaborative
communication tools give Trusties the
power to interact and own their own
communication. This includes our
use of Slack to collaborate, celebrate
achievements, build regional communities
and those centered around shared
interests. A monthly newsletter summary,
incorporating news submissions from
across the business, empowers Trusties
to stay connected and to share with
others. January 2022 saw the launch of
a new interactive intranet, Trustnet, a
centrally managed hub for all information,
driven by Trustie content creators, which
saw adoption reach 91% of Trusties
within the first month.
Listening to our employees and enabling
conversations with leaders continues
to be a key focus area as we are further
developing our Listening Strategy in 2022,
incorporating increased opportunities
for employee feedback, and equipping
managers with better support and skills
to listen to their teams.
Development
We want every Trustie to feel that they
can grow, develop and do the best work
of their lives. Our Career Development
Philosophy puts Trusties in the driver's
seat of their career and empowers them
to have high impact experiences to
grow within their role, or even step into
something new.
In 2021, a period of rapid growth, our Talent
Development was prioritized around:
– Development of our leaders – Build
Great Leaders program
– Development of our high potential
Trusties – All Stars program
– Setting up foundations for all Trusties
development programs – Trustpilot
Academy (our newly implemented
Learning Management System)
Sustainability continued
56
Trustpilot Annual Report & Accounts 2021
Trustpilot Academy, not only drives
Trusties’ development, but also
engagement. The platform enables
social learning and instant feedback,
allowing Trusties to react, comment and
share content with their peers, as well as
engaging in knowledge-sharing on the
platform’s forum.
In addition to the above, our leaders
participated in interactive workshops and
e-learnings sessions covering topics like
Mental Health and Well-being, Breaking
Bias, or Rewards Management. In line
with our business growth ambitions, our
commercial teams across the globe went
through a series of engaging webinars and
workshops focusing on strengthening some
of their fundamental commercial skills.
In 2021 our employees invested a
significant amount of time into learning
and development activities*:
– Trusties: 24 learning hours
– Leaders: 39 learning hours
* Trustpilot academy
All Stars
All Stars is our flagship 6 month
program for accelerating high potential at
Trustpilot. The pilot program launched in
2021 had 19 participants from 5 different
locations and 11 different departments,
and incorporated the following
development activities:
– 5 leadership skill development modules
with workshops and action learning
sets to bring the learning to life
– Leaders as Coach certification
through Circl’s Two-Way Leadership
Development Programme
– Monthly fireside chats with executive
leadership and board members
– High impact strategic challenge set by
our CEO, leading to cross-functional
and cross-regional groups working on
a proposal to shape the future
of Trustpilot
– 1 year access to course platform
to support personal development
plans with specific learning
outside the program
The program succeeded in achieving
below milestones:
– All participants have graduated
from the program (100% retention
during program)
– 8.2 engagement on Peakon for
the cohort after the program ended
(Source: Peakon, data as at
January 2022)
– 14 out of 19 have been offered
promotions during or after the program
(out of which 3 at Director level)
Trusties
24
Learning hours
Leaders
39
Learning hours
57Strategic report
Leadership development
In 2021 we’ve developed impactful
leadership development experiences
through our Build Great Leaders Program
(BGL) to support our leaders across
each level.
The programs we offered were aligned
with Trustpilot Leadership Capabilities
setting out the expectations and
characteristics for great leaders at
Trustpilot – the expectations are centered
around the following three areas:
– Being Open and Aware
– Committing to Growth
– Taking Ownership
Overview of the 2021 BGL programs:
Program Name Goal Focus skills/ knowledge Evaluation
Aspiring Leaders
Providing every Trustie
an opportunity to explore
what it takes to be a
leader at Trustpilot
Workshops focussing on skills including
self-awareness, emotional intelligence and
influencing, as well as the differences
between a leader and manager, in addition
to a Predictive Index Assessment.
Average feedback
score:
4.2/5
Leadership
Fundamentals
Providing you with solid
foundations to get the
best from yourself and
your team
Workshops and action learning sets covering
goal setting, accountability, inclusion and
empathy, feedback, situational leadership,
and coaching.
Average feedback
score:
4.2/5
Leading Leaders
Build on your existing
leadership knowledge
to help you get the best
from yourself, your
team, customers and
stakeholders
– Self-awareness
– Influencing
– (Facet 5 assessment,
360 degree feedback)
Average feedback
score:
3.8/5
Leading
the Business
Challenge you to build
on your experience
to lead the business
through strategic
initiatives by setting an
example for your teams
Workshops, peer coaching and 1:1 coaching
developing skills such as creating an
inclusive environment, change management,
communicating vision and purpose, and
collaboration. In addition, leaders benefitted from
a Facet 5 assessment and 360 degree feedback.
Average feedback
score:
2.8/5
Sustainability continued
58
Trustpilot Annual Report & Accounts 2021
Objectives of the Build Great Leaders program and how we’re trending
Growth
7.7
Management
Support
8.7
Goal
Setting
8.8
‘Build Great Leaders’ Engagement Metrics Trend 2021
Jan ’21 Feb ’21 Mar ’21 Apr ’21 May ’21 Jul ’21 Aug ’21 Sep ’21Jun ’21 Oct ’21 Nov ’21 Dec ’21
10
6
7
8
9
5
Growing our population
In 2021, we hired a total of 437 new
Trusties into the business. Even in a unique
and challenging year for recruitment, this
was a record high for Trustpilot. During the
year we saw an increasingly competitive,
candidate-driven market, as post
pandemic businesses globally resumed
their recruitment efforts.
As part of our focus on enhancing overall
employee experience, we invested further
in our onboarding experience. With an
annual headcount growth of 26%, it’s
crucial to ensure that the new additions
to our company are set up for success
and feel part of the company from the
beginning. The initiative involved aligning
the onboarding globally, making sure that
all new hires in all locations had the same
wonderful experience. Moreover, we raised
the bar by launching an online new hire
training that is available to our new hires
whenever, wherever. The training provides
new hires with all the ‘need-to-knows’, as
well as an overview of our organization
and leadership. We made sure our new
Trusties feel welcomed and ‘one of the
team’ by introducing new hire swag —
welcome packs, including branded items
and keepsakes. Lastly, we implemented
onboarding surveys that are to be
completed at three points in time during
the first three months. This way we can
track the new hire experience and ensure
that the quality remains consistently high.
Our overall onboarding score for FY21 was
9.5, which is 5.4% above our benchmark
of 9.0 (Data as at March 2, 2022).
Flexible working
In November 2021 we implemented a
hybrid work model, to embrace flexibility
in today’s changing world, as well as
the magic that happens when we have
Trusties collaborating in shared office
spaces together.
To cater for the specific needs of each
Trustie due to their role and function, there
are three options or working arrangements:
– As an #officetrustie, the Trustie will be
working in a Trustpilot office space
full-time.
– As a #flextrustie, the Trustie will be in
the office on average around half of
a regular work week. This can vary
depending on their requirements
and what they have agreed with
their manager.
– As a #hometrustie the Trustie will work
the majority of their time from home,
only occasionally coming to the office
to meet colleagues.
Equipment and support are provided
to Trusties to work effectively and safely
as possible, however and wherever
they work.
8.6
8.6
8.7
8.7
8.7
8.7
8.7
8.8 8.8 8.8 8.8 8.8 8.8 8.8
8.9 8.9
8.7 8.7 8.7 8.7 8.7
8.08.08.08.08.0
7.97.97.9
7.87.8
7.7
8.0
8.7
8.6 8.6
59Strategic report
Sustainability continued
Wellbeing
Wellbeing has always mattered, but events of the last
few years have demonstrated just how important it really
is. For that reason, we put an increased focus on this in
2021, to better meet our Trusties’ needs. We care about
our Trusties and have a genuine desire to support them on
both a personal and professional level – this is supported
by our Positively Human and Always with Integrity values.
We are committed to consistently reviewing and improving
our wellbeing offerings. As a company we look at
wellbeing under four distinct, but connected, pillars.
Mental health
All Trusties have access to an Employee Assistance
Program available 24/7, online e-learning and other
mental health resources. Additionally, in March 2021,
we launched Headspace, giving all Trusties access
to a free subscription.
Physical
This is generally managed on a regional level, some
examples are the ride to work programs in the UK and
Australia, online yoga and nutrition sessions, or the
Trustpilot participation in the yearly DHL run in Denmark.
Additionally, in 2021 we launched a global physical
challenge – the Trustlympics. This initiative aimed to
encourage and reward Trusties to move more and develop
positive exercise habits. The Trustlympics lasted four
weeks, and was divided into two parts: a steps challenge
(walking or running) and a cycling challenge (distance).
At the end of the challenge, we awarded the top
performing Trusties in three different prize categories,
reflecting our open to all value: Going the distance,
Most consistent, and Most improved.
Financial
This varies by region, given market, and tax differences.
We strive to provide benefits that offer additional financial
security for our Trusties. This is an area that we need
to develop over time to ensure that we stay aligned and
competitive with each location we operate in.
Social & community
Being an employee at Trustpilot means being part of a
family. This is the core of our culture, and we do our utmost
to ensure that our Trusties can find meaningful connections
and support in everything they do. We also believe it is
important for everyone to get involved with our community
and we support our Trusties in taking part in volunteering
activities. In early 2022, we introduced a global volunteering
policy to encourage Trusties to take two additional paid
days off each year, to give back to their communities.
Within each market, Trusties are involved with local
charities and fundraising activities – including through our
employee resource groups (ERGs). All initiatives are tailored
to the culture and surrounding community of each location.
24/7
Employee Assistance Program
60
Trustpilot Annual Report & Accounts 2021
Environment
We care deeply about the environment
At Trustpilot, we understand that we need to play our part in
addressing the global climate change crisis. While we’re not
in the business of manufacturing or distributing physical
products that put stress on our natural resources, there are
ways in which we can minimise the impact our actions have
on the environment.
So, we look closely at the environmental impact of our global
offices – and carefully consider how and when we travel
between them. Though office attendance and global travel
reached an all-time low last year, because of the Covid-19
pandemic, there are plenty of choices we can make to improve
the way we do business now that we are returning to our
offices and beginning to travel again.
Carbon management and reporting
This is our first year calculating our greenhouse gas emissions.
We acknowledge the importance of reporting against Scopes 1,
2, and 3 emissions and, in 2021, we implemented a new carbon
reporting platform to streamline our data collection processes
and to understand our carbon footprint across our organization
and beyond. As a result, we now have the data available to help
us to develop our environmental strategy using science-based
targets, as part of our broader ESG strategy. In this way, we are
taking climate action by seeking ways to avoid unnecessary
carbon emissions.
Methodology
We followed the World Resources Institute’s GHG Protocol
Corporate Accounting and Reporting Standard, which provides
a standardised and principles-based approach for presenting
a true and fair account of emissions. We believe that the GHG
Protocol will aid us in our efforts to build an effective strategy to
manage and reduce our carbon emissions, as well as providing
consistency and transparency with other carbon accounting
and reporting protocols.
Actions we are taking to reduce energy
consumption
– In 2021, we moved to a permanent hybrid working model and
intend to further minimise emissions from commuting.
– We aim to focus on reducing business travel where possible
and are already a cloud-based organization making extensive
use of video conferencing.
– We will undertake an assessment of our energy use in
each office location.
– We will investigate the use of green energy where this
is possible.
– We will consider using appropriate and transparent carbon
offsetting programs.
– We are evaluating our options for managing, reducing and
offsetting our carbon emissions and intend to publish our
science-based roadmap to net zero in 2022.
GHG Category
2021
Emissions
(tCO
2
e)
2020
Emissions
(tCO
2
e) Description
3.01 – Purchased Goods and Services 5,140.5 2,983.0 Consultants (lawyers, auditors, recruiting agencies, etc), IT,
insurance, postage, events, employee training, food and
beverage, advertising
3.02 – Capital Goods 821.0 744.9 IT equipment
3.11 – Use of sold Products 786.1 583.1 Electricity usage from consumers reading and writing reviews
on Trustpilot.com; businesses using our platform (number of
sessions x average length per session by country)
3.08 – Upstream Leased Assets 520.5 397. 6 Facilities
3.06 – Business Travel 326.3 428.4 Air, Train, Car, Hotel
2.03 – Heating 104.7 94.7 Heating
2.02 – Electricity (Market-Based) 81.0 75.4 Electricity
3.07 – Employee Commuting 68.9 388.2 Assumption for employee commuting
3.03 – Fuel- & Energy-related Activities 25.2 21.8 Emissions stemming from all upstream activities in producing,
distributing and transporting the energy in Scope 2
1.03 – Fugitive Emissions 22.3 20.4 Facilities air conditioning cooling liquids
3.05 – Waste generated in Operations 6.0 13.0 Assumption for waste
Total 7,9 0 2 .5
5,750.5
61Strategic report
GHG Category
2021
Emissions
(tCO
2
e)
2020
Emissions
(tCO
2
e) Carbon intensity ratio*
Scope 1 22.3 20.4 2020 tCO
2
e / Revenue 0.56
Scope 2 185.7 170.1 2021 tCO
2
e / Revenue 0.60
Scope 3 7,694.5 5,560.0
Total 7,9 0 2 .5 5,750.5
* tCO
2
e reported per total $100,000 revenue (Scope 1, 2+3) (tCO
2
e/revenue)
All relevant scope 1 & 2 activities and scope 3 categories have been considered in our carbon footprint analysis. The operational boundaries were set to include
building-related activities such as air-conditioning, heating and electricity, water usage and waste production and business travel by aeroplane and train as well as hotel
stays have been analysed. Employee commuting, food, procured goods & services, server and software usage were also within the scope of this analysis.
Greenhouse gas emissions – Streamlined Energy and Carbon Reporting (SECR)
In accordance with the disclosure requirements for listed companies under the Companies Act of 2006, the table below shows the
Group’s SECR disclosure across Scope 1, 2 and 3 together with our total energy use of gas, electricity and other fuels during the
nancial year.
2021 2020
Energy Consumption Unit UK Global UK Global
Purchased grid electricity mWh 65.9 265.8 26.2 342.8
Heating mWh 97.9 436.3 64.9 385.9
Transport fuels mWh – – – –
Total energy consumption
mWh
163.9 702.1 91.0 728.7
Greenhouse gas (GHG) emissions
Scope 1 emissions (from cooling liquid) tonnes CO
2
e 3.6 22.3 2.4 20.4
Scope 2 emissions (from heating) tonnes CO
2
e 16.7 104.7 11.2 94.7
Scope 3 emissions (from purchased electricity) tonnes CO
2
e 13.7 81.0 5.4 75.4
Environment continued
62
Trustpilot Annual Report & Accounts 2021
Task Force on Climate-Related Financial Disclosures (TCFD)
In line with the UK Listing Rule requirement, we confirm that the disclosures included in the Annual Report 2021 are not fully consistent
with the TCFD Recommendations and Recommended Disclosures. Where we are not consistent with the disclosures we have
indicated, in our responses below, the steps we are taking to be consistent and the associated timeline for when we believe this will be
achieved or progress we plan to make in the next year.
We are preparing to comply with the reporting requirements of the TCFD in 2022. The Group has made progress in developing a
roadmap for embedding climate-related risks and opportunities into governance, strategy and risk management. In 2021, we carried
out our rst assessment of our carbon footprint, and a undertook a detailed ESG materiality assessment, in order to understand our
current climate impact and the climate-related risks and opportunities our stakeholders prioritise.
TCFD report
Recommendation Response
Governance
Disclose the
organization’s
governance around
climate related risks
and opportunities.
Describe the board’s oversight of climate-related risks
and opportunities
The Board and ELT is responsible for ESG matters
for the Group, including the management of climate
change risks and opportunities. We recognise the
importance of good governance as being key to our
management of climate change risk for the Group.
During 2022, the Board will oversee the development
of the Group’s ESG governance framework and
support management in setting clear ESG goals and
targets for the business, including for climate related
risks and opportunities.
Describe the management’s role in assessing and
managing of climate-related risks and opportunities
The Group relies on our existing risk management
process to assess and manage climate-related risks
and opportunities, as such operational management
of these risks is the responsibility of our ELT.
During 2021, the board and the ELT oversaw the
development of our ESG strategy, which began
with understanding our carbon footprint and the
climate-related risks and opportunities the Group
should prioritise. The board and the ELT oversaw
and participated in working groups and interviews
with stakeholders, including employees, consumers,
customers and civil society, and employed an
independent third-party to assess our current
climate impact and help define our future climate
strategy, which will be disclosed in 2022.
Strategy
Disclose the actual and
potential impacts of
climate-related risks
and opportunities
on the organization’s
businesses, strategy,
and financial planning
where such information
is material.
Describe the climate-related risks and opportunities
the organisation has identified over the short,
medium and long-term
In 2021, as a result of a detailed ESG materiality
assessment, overseen by the board and ELT,
climate impact was not scored among the most
material issues for the Group. Failure to meet ESG
requirements, including addressing our climate-
related risks, has been logged within our enterprise
risk register. In 2022, we intend to conduct a climate
risk assessment to align with TCFD requirements,
and to embed the TCFD framework into decision
making from the board and ELT.
Describe the impact of climate-related risks and
opportunities on the organisation’s business,
strategy and financial planning
In 2022, the Group will divide climate-related
financial risks into transitional risks and physical
risks to provide clearer consideration of the impact
to the organisation. During 2022, the Group intends
to integrate climate considerations into its future
planning strategic and financial planning processes.
Describe the resilience of the organisation’s strategy,
taking into consideration the different climate-related
scenarios, including a 2°C lower scenario
In 2022, the Group intends to model transition risks
separate from physical risks, considering short-term
and long-term impacts to the organisation, including
a 2°C lower scenario.
63Strategic report
Recommendation Response
Risk Management
Disclose how the
organization identifies,
assesses, and manages
climate-related risks.
Describe the organisation’s processes for identifying
and assessing climate-related risks
The Group relies on our existing risk management
process to identify climate-related risks. Risks
are identified in the context of ESG or emerging
risks and captured in the Enterprise Risk Register.
These assessments are a collaborative effort with
all business functions, and are an opportunity to
identify emerging risk, review existing risks, and
provide appropriate mitigation measures to reduce
or manage the risk.
Describe the organisation’s processes for managing
climate-related risks
We have established a working group that is
responsible for assessing our ESG impact and will
develop the Group’s ESG framework during 2022,
overseen by the Board.
Describe how processes for identifying and
managing climate-related risks are integrated into
the organisations overall risk management
The Group adopts a holistic approach to risk
management. As such, the risk management
process covers a number of risk categories that
can include climate-related risks. In 2022, we will
incorporate climate-related risks into our assessment
of our strategic, operational, reputational, regulatory
and technology risks.
Metrics and targets
Disclose the metrics
and targets used to
assess and manage
relevant climate-related
risks and opportunities
where such information
is material.
Disclose the metrics used by the organisation to
assess climate-related risks and opportunities in line
with its strategy and risk management process
Our 2021 assessment of our carbon footprint is
one of a range of information sources, including
our ESG materiality assessment among other
inputs, that will be used for climate-related scenario
analysis and to provide Trustpilot with transparency
on setting out and implementing specific climate-
related measures of risk and opportunity. In 2022,
we also intend to begin periodic emissions reporting
and to implement reduction efforts like the broad
use of renewable electricity.
Disclose Scope 1, Scope 2, and, if appropriate,
Scope 3 greenhouse gas (GHG) emissions and the
related risks
All relevant scope 1 & 2 activities and scope 3
categories have been considered and disclosed.
In 2022, we will utilise this data to address climate-
related risks and opportunities. For further detail
about our GHG methodology and emissions data,
please see our Sustainability report on page 62.
Describe the targets used by the organisation to
manage climate-related risks and opportunities and
performance against targets
In 2022, we intend to define and disclose our
objectives , including appropriate metrics and
targets, for driving progress with respect to climate
responsibility and risk.
Task Force on Climate-Related Financial Disclosures (TCFD) continued
64
Trustpilot Annual Report & Accounts 2021
Section 172(1) statement
Section 172(1) of the Companies Act 2006 requires that the Directors promote the success of the Company for the benefit of its
members as a whole, having regard to the interests of stakeholders in their decision making. In performing their duties during 2021,
the Directors have had regard to the matters set out in Section 172(1) of the Companies Act 2006. Further information on each of the
s.172 matters can be found as follows:
s. 172 matter Additional information
The likely consequences of any
decision in the long term
Strategy, page 30
Business model, page 26
Principal risks and uncertainties, pages 40 to 52
The interests of the Company’s
employees
People and culture, pages 54 to 60
Our culture and values, pages 54
Diversity, inclusion and equity, page 54
The need to foster the
Company’s business
relationships with suppliers,
customers and others
The most trusted global reviews platform, page 15
Trust and transparency, pages 21 to 22
Sustainability and society, page 53 to 64
Stakeholder engagement, page 66
The impact of the Company’s
operations on the community
and the environment
Sustainability and society, pages 53 to 64
Sustainability report, pages 53 to 64
Non-financial information statement, page 69
Stakeholder engagement, page 66
The desirability of the Company
maintaining a reputation for high
standards of business conduct
Whistleblowing, pages 42, 54, 90 and 97
Internal controls, pages 40- 52, 96 and 97
Non-financial information statement, page 69
The need to act fairly between
members of the Company
Stakeholder engagement, page 66
People and culture, pages 54 to 60
Further information about how the Board has had regard to the matters set out under s.172 of the Companies Act 2006 and its
compliance with the UK Corporate Governance Code can be found on pages 73 and 79 to 81 of the Governance Report.
65Strategic report
Stakeholder engagement
This section sets out our key stakeholders and why
they are important to us.
Trustpilot is a purpose-driven organisation and our
success depends on engaging with and understanding
the priorities of all our stakeholders. Having a trusted
relationship with our stakeholders involves listening
to and understanding their needs. During 2021 we
conducted a detailed environmental, social, and
governance (ESG) materiality assessment, which
involved detailed stakeholder mapping to identify
Trustpilot’s most relevant stakeholders. We then
conducted detailed stakeholder engagement which
included interviews, employee engagement surveys,
consumer reviews of Trustpilot, and reviews of the
policy platforms of 45 non-governmental organisations
(NGOs) and associations specifically focused on
technology companies.
Investors
Why they matter to us
Our investors provide us with access to capital which
supports the growth and development of Trustpilot.
What are they most concerned about?
Investors are interested in our strategy, and our financial
and operational performance. Increasingly, investors are
also concerned about broader issues and the impacts, both
positive and negative, that our actions might cause.
Investors are happy with how Trustpilot is performing for
a business of its size, but Trustpilot will need to focus on
some key areas to reach and maintain ‘best in class’
status. Investors want to see Trustpilot build on its ability
to create social value through its business model, while
continuing to diversify its human capital and form a
carbon reduction strategy.
Investors would also like to see increased disclosure around
how Trustpilot manages to keep the credibility of the reviews
high and maintain a platform that cannot be manipulated
by any party aiming to gain a competitive advantage.
Customers
Why they matter to us
Our customers are the businesses that engage with
consumers on the Trustpilot platform. They understand
the importance of establishing a trusted relationship
with consumers. This lies at the heart of our purpose as
an organisation.
What are they most concerned about?
Consumers are most concerned about the trustworthiness
of the reviews on our platform. They want us to ensure that
there is no bias in favour of our business customers, and
they want transparency around how misleading or fake
reviews are screened and removed.
Employees
Why they matter to us
Behind Trustpilot is a team of amazing people – who we
call Trusties – who together deliver on our vision to be a
universal symbol of trust for the internet economy.
What are they most concerned about?
Employees want to work for a company that values them
and offers them the opportunity to do the best work of
their careers. Issues that concern them most include
health and wellbeing, affinity and loyalty, diversity and
inclusion, pay and rewards.
Consumers
Why they matter to us
We exist to provide a platform where any consumer
can leave a review of any business, whether they have
been invited to or not. The consumer’s voice matters
on Trustpilot, and our business will only succeed if
consumers choose to use Trustpilot and trust the reviews
they read in order to make better-informed purchases.
What are they most concerned about?
Consumers are most concerned about the
trustworthiness of the reviews on our platform. They want
us to ensure that there is no bias in favour of our business
customers, and they want transparency around how
misleading or fake reviews are screened and removed.
Civil society
Why they matter to us
Civil society organisations, including NGOs, labour
unions, professional associations, and the media, act as
watchdogs on both governments and businesses, holding
them accountable on behalf of society at large.
What are they most concerned about?
Civil society groups are working to encourage
technology companies to have greater positive impact
on society. They expect diversity not only at the
leadership level, but also within technology positions.
For companies in the Internet Media & Services sector,
data security and privacy, and misinformation and
platform manipulation are also areas of scrutiny.
66
Trustpilot Annual Report & Accounts 2021
Modern Slavery and Human Trafficking
Our approach
Across the Trustpilot Group we strive to work to the highest professional standards and comply with all laws, regulations and
rules relevant to our business.
Vendors
Our Modern Slavery Code of Conduct sets out the standard of conduct for customers, contractors, and vendors working with us.
It is publicly available on our website and we seek to impose contractual obligations on vendors to comply with this as part of
contractual negotiations for supply contracts where possible.
Employees
Our recruitment and employment procedures include appropriate pre-employment screening of all Trustpilot Group employees,
such as right to work checks and reference checks. New employees also receive an induction and new hire training which explains
Trustpilot Group policies and confirms that employees are able to contact our People team or our report via our speaking up
platform confidentially on any matter of concern, throughout their employment.
We are also committed to paying the Real Living Wage to our employees and contractors across all our locations in the UK.
We expect all Trustpilot Group employees to conduct business with honesty and integrity and we have a zero tolerance approach
to bribery and corruption, as set out in our Global Anti-Bribery Policy.
Customers
In our Code of Ethics we describe our commitment to conducting our business with the highest ethical standards. Trust,
transparency, and integrity are values that are important to the entire Trustpilot Group, which means we expect the people who work
for us, and those we do business with, to always act with integrity, build trust and promote transparency, and make decisions that
reflect strong ethics.
We avoid doing business with businesses that do cause or create harm, do not align with our ethical standards, or do not share the
same values and core beliefs as us. These “bad-fit” businesses may harm Trustpilot’s reputation and undermine the trustworthiness
of our platform. Our Action We Take Policy sets out what types of businesses we regard as a “bad-fit” for Trustpilot. We also explain
what measures we’ll take to stop any active communication or cooperation with “bad-fit” businesses.
Additionally, we require customers to comply with our Modern Slavery Code of Conduct under our Terms of Use & Sale for Businesses.
Due diligence/Risk assessment
We seek to work with customers, contractors, and vendors who match and complement our ethical standards and
organisational values.
To identify sectors and categories with high modern slavery risks, we have used the following indicators that are generally known
to increase risk likelihood:
– Reliance on low-skill workforce.
– Reliance on migrant workforce.
– Presence of children.
– Hazardous or undesirable work.
– Based in a country that experiences high levels of corruption, weak governance and poor enforcement of human rights.
67Strategic report
As Trustpilot is an online-based business, our main vendors comprise providers of online-based services to facilitate our platform,
and general advisory services from reputable businesses. Based on these factors, we consider the risk of modern slavery in our
supply chain to be low.
We continue to:
– Undertake due diligence when short-listing our vendors and contractors.
– Review on a regular basis the vendors and contractors we use.
– Enter into business relationships with vendors that reflect our organisational values.
– Seek to ensure that any vendor or contractor has an ethical treatment clause in the vendor contract they provide us especially
where we deem them to be medium to high risk based on their geographical location or otherwise. This is to ensure that the work
environment and conditions they provide to their employees meet standards under our Modern Slavery Code of Conduct.
If a vendor or contractor fails to live up to our expectations or is unwilling to make any changes, we may end our engagement
with them.
Covid-19
We recognise the challenges presented by the Covid-19 pandemic and continue to monitor our risks during this period. We are
committed to prioritising the health and safety of our employees. With regard to our supply chain, our assessment is that risks
relating to modern slavery have not increased during this period, given the nature of our business and the geographical location
of the majority of our vendors.
Modern Slavery and Human Trafficking continued
68
Trustpilot Annual Report & Accounts 2021
Non-Financial Information Statement
The table below constitutes the Non-Financial Information Statement of Trustpilot Group plc, produced to comply with sections
414CA(1) and 414CB(1) of the Companies Act 2006. The information listed in the table below is incorporated by cross reference.
Reporting requirement Policies and standards which govern our approach Annual Report reference
Environmental matters We follow the World Resources Institute’s GHG
Protocol Corporate Accounting and Reporting
Standard, which provides a standardized and
principles-based approach for presenting a true
and fair account of emissions
Environment, page 61
Employees Diversity, equity and inclusion
Health, safety and wellbeing
Code of Ethics
Speaking Up Policy
People and culture, pages 54 to 60
People and culture, pages 54 to 60
Social matters Content integrity
Stakeholder engagement
Trust and transparency in action, pages 21 to 22
Human rights, anti-
corruption and anti-
bribery
Anti-Bribery Policy
Whistleblowing Policy
Data Protection & Privacy Policy
Information Security Policy
Modern Slavery Statement
Code of Ethics
Pages 67 and 97
Pages 42, 54, 90 and 97
Page 52
Page 52
Pages 67 and 68
Pages 44, 67 and 97
Description of business model Business model, page 26
Description of principal risks and impact of business activity Principal risks and uncertainties, pages 40 to 52
Non-financial key performance indicators Financial and non-financial KPIs, pages 32 and 33
Sustainability and society, pages 53 to 64
69Strategic report
Governance
Chair’s introduction to governance 72
Board leadership and purpose
Board of Directors 74
Executive Leadership Team 78
Purpose, values and culture 79
Board and stakeholder engagement 80
Division of responsibilities
Governance framework 82
Key Board activities 85
Composition, succession and evaluation
Board evaluation 86
Nomination Committee report 87
Audit, risk and internal control
Audit Committee report 90
Trust and Transparency Committee report 98
Directors’ remuneration report
Remuneration Committee Chair’s statement 100
Remuneration at a glance 102
Directors’ remuneration policy 104
Annual report on remuneration 113
Directors’ report 120
Statement of Directors’ responsibilities 123
Quick navigation
70
Trustpilot Annual Report & Accounts 2021
Trust is
something
we earn
A voice from the
Trustpilot community
71Governance
“ The Board’s focus on
embedding strong
governance practices
supports our vision to be a
universal symbol of trust.”
Tim Weller
Chair of the Board
This project has helped to shape the
Group’s ESG strategy and roadmap
which will be detailed in our forthcoming
sustainability report. Further information
on the Board’s engagement with our
stakeholders, including our workforce can
be found in the Sustainability section on
pages 53 to 60 and on pages 80 and 81.
Board composition
The composition of the Board has
changed during 2021 to increase the
number of Non-Executive Directors on
the Board, and to enhance the Board’s
skills, knowledge and experience.
I was delighted to welcome new Directors
Rachel Kentleton and Claire Davenport
in February 2021, and Joe Hurd in June
2021. Each of our Directors brings to
Trustpilot experience across a number of
areas that will shape our future success.
Further information on the composition
of the Board can be found on pages
77 and 86.
Key activities
This first period as a listed company
has been busy for the Board, and I am
pleased with the progress that we have
made. During 2021, most of our Board
meetings have been held remotely due to
Covid-19 travel restrictions but we were
pleased to meet in person at a two-day
strategy meeting in October and again at
our offices in London in December 2021.
A summary of our key activities as
a Board is set out on page 85.
I am pleased to present Trustpilot’s first
governance report. As a Board, we are
committed to high standards of corporate
governance and, since the Group’s IPO
in March 2021, we have continued to
develop and embed strong governance
practices across the Group. Our focus on
strong governance supports our vision
to become a universal symbol of trust by
facilitating effective decision-making that
supports the delivery of our strategy.
This report provides an overview of our
governance framework and our plans for
further developments and improvements.
A summary of our compliance against
the provisions of the UK Corporate
Governance Code 2018 is provided
on page 73.
Purpose, culture and values
Trustpilot’s mission is to be the most
trusted and most used reviews platform
in the world, and our purpose-driven
culture is a key driver behind the Board’s
decision-making. Our four values of
being ‘Open to All’, ‘Always with Integrity’,
‘Collaborative’ and ‘Positively Human’
help to bring our purpose to life and are
integral to that culture.
Our employees are crucial to our success
and it is vital that they feel engaged in our
mission and understand the role that they
play in building our business. The Board
was pleased to oversee a comprehensive
project to identify the ESG issues of most
importance to our employees and other
stakeholders.
Board evaluation
I was pleased to oversee our first Board
evaluation in December 2021. This
evaluation enabled us to review our
progress and identify areas of focus for
2022. The results of our Board evaluation
can be found on page 86 and the results
of the evaluations undertaken for each of
our Board committees can be found in
the respective committee reports.
Annual General Meeting
The first AGM of Trustpilot Group plc
is due to be held on 25 May 2022 as a
digital hybrid meeting. As a Board, we are
keen to engage with our shareholders,
and a digital hybrid meeting provides
all shareholders with the opportunity
to engage in the meeting, either in
person or online. Further information
on the Company’s AGM arrangements
is provided in the Notice of AGM which
is available on the Company’s website,
investors.trustpilot.com.
I welcome feedback from shareholders
and hope that you will join me at the AGM.
Tim Weller
Chair
22 March 2022
Chair’s introduction to governance
72
Trustpilot Annual Report & Accounts 2021
Compliance with the Code
Trustpilot Group plc is subject to the UK Corporate Governance Code issued by the Financial Reporting Council (available at
www.frc.org.uk), published in July 2018 (the “Code”). The Group has complied with all of the provisions of the Code since its
admission to the FCA’s Official List and to trading on the London Stock Exchange’s Main Market on 26 March 2021, with the
exception of the following provisions:
Provision 11 – Director independence
The Code provides that at least half of the Board, excluding the Chair, should be Non-Executive Directors whom the Board
considers to be independent. From Admission up to and including 31 May 2021, the Board comprised two Executive Directors,
two Non-Executive Directors appointed by shareholders (not considered to be independent) (“Shareholder Directors”), three
Independent Non-Executive Directors and the Chair, and therefore the Board did not comprise of at least half Independent
Non-Executive Directors, and the Company did not comply with this provision during that period. The Shareholder Directors had
previously been members of the board of directors of Trustpilot A/S, and the Board considered it important to retain the skills and
knowledge of the Shareholder Directors for continuity purposes after the IPO while acknowledging that the composition of the
Board would change over time. Subsequently, Joe Hurd was appointed to the Board as an Independent Non-Executive Director
with effect from 1 June 2021, resulting in half the Board comprising Non-Executive Directors, whom the Board considered to be
independent. Accordingly, the Group has complied with this provision of the Code since 1 June 2021.
Provision 23 – Board Diversity Policy
The Nomination Committee agreed to delay the adoption of a Board Diversity Policy to 2022 so that it can be prepared alongside
a wider Diversity, Equity and Inclusion Policy for the Group. This will ensure consistency and that the policies reflect the culture and
values of Trustpilot and our key stakeholders. Further information on the diversity of our Board can be found on page 89.
Provision 25 – Review of effectiveness of the External Auditor
PwC was appointed as our External Auditor in September 2021. The Audit Committee considers that it is too early to assess PwC’s
effectiveness until after the completion of the first year-end audit. The Committee will therefore undertake its first formal review
of PwC’s effectiveness in 2022, following the audit of the 2021 financial statements. Further information can be found in the Audit
Committee report on pages 90 to 97.
Remuneration
The Code provisions in relation to remuneration apply from the time that the Company’s first Remuneration Policy is approved
by shareholders. The Remuneration Policy is due to be tabled for shareholder approval at the Company’s first AGM in May 2022.
Nonetheless, the Company has complied with each of the Code’s provisions in relation to remuneration. Further information can
be found in the Directors’ remuneration report on pages 100 to 119.
The table below shows where additional information can be found on how the Company has applied the principles of the Code.
Board leadership and Company purpose
Sustainability 53 to 64
Strategy 30 and 31
Purpose, values and culture 79 to 81
Risk management 40 to 52
s.172 statement and stakeholders 65 and 66
Board engagement with stakeholders 80 and 81
Composition, succession and evaluation
Succession planning 88 and 89
Board composition
74 to 77 and
86 to 89
Board evaluation 86
Nomination Committee report 87 to 89
Division of responsibilities
Division of responsibilities 82 to 84
Governance framework 82
Audit, risk and internal control
Audit Committee report 90 to 97
Internal and external audit 94 to 96
Integrity of financial and narrative statements 93
Fair, balanced and understandable
assessment
93 and 123
Risk management and internal controls
40 to 52 and
96 and 97
Principal and emerging risks 42 to 52
Remuneration
Directors’ remuneration report 100 to 119
Directors’ remuneration policy 104 to 112
73Governance
Board of Directors
Tim Weller
Non-Executive Chair
Appointed:
February 2021
(joined the Group as Chair in 2013)
Independent:
Yes, on appointment
Nationality:
British
Skills and experience:
Tim joined the Group as Chair in
February 2013. Tim has extensive board
level experience in leading technology
companies. He is the founder and Chair
of Incisive Media, which he founded in
1994, and also Chair of Pixomondo Inc.,
SohoNet, Resi and SalesManago.
Tim’s former roles include Chair of
Superawesome Limited, a digital
technology firm, until its sale to Epic
Games, Inc., in October 2020, and
Chair of Ti Media Limited, until its sale
to Future plc in May 2020. Tim was also
Chair of Tremor International PLC, a
leader in video advertising technologies,
until September 2020. Tim was formerly
a member of the Shadow Cabinet New
Enterprise Council, which advised the
Government on business and enterprise.
Principal external appointments:
• Chair of Incisive Media Group
Holdings Limited
• Chair of Pixomondo Inc.
Committee membership:
Peter Mühlmann
Chief Executive Ofcer
Appointed:
February 2021
(founded the Group in 2007)
Independent:
No
Nationality:
Danish
Skills and experience:
Peter founded Trustpilot in 2007 and led
Trustpilot from a small Danish start-up to
an international listed company. In 2013,
Peter was named Danish Entrepreneur
of the Year by Ernst & Young.
Peter has a Bachelor’s degree in
Business Administration from Aarhus
University School of Business.
Committee membership:
Hanno Damm
Chief Financial Ofcer
Appointed:
February 2021
(joined the Group as CFO in 2016)
Independent:
No
Nationality:
German / American
Skills and experience:
Hanno joined the Group as CFO in
January 2016. Hanno was previously a
Senior Vice President at Bankrate Inc.,
where he oversaw corporate finance
and mergers and acquisitions. Prior
to this, Hanno held positions at Apax
Partners, a global private equity firm, and
PricewaterhouseCoopers, working on
projects across multiple industries.
Hanno holds a Masters in Finance (MFin)
from Princeton University and a Diploma
in Economics (Dipl.-Vw.) from the
University of Bonn.
Committee membership:
74
Trustpilot Annual Report & Accounts 2021
Angela Seymour-Jackson
Senior Independent Director
Appointed:
February 2021
(joined the Group as a Non-Executive
Director in March 2019)
Independent:
Yes
Nationality:
British
Skills and experience:
Angela has significant board experience
across both public and private sectors.
Prior to working as a Non-Executive
Director, Angela had over 25 years’
experience in financial services, holding
senior executive positions at Norwich
Union Insurance Limited, Aviva UK
Limited and Aegon UK plc. Angela also
acted as a senior advisor at Lloyds
Banking Group (Insurance) and was
Chief Executive Officer of RAC Motoring
Services Limited, prior to its sale to a
private equity firm.
Angela has held a number of Non-
Executive roles, including Non-Executive
Director and Chair of the Remuneration
Committee of Rentokil Initial plc, Non-
Executive Deputy Chair and Senior
Independent Director of GoCo Group
plc, prior to its acquisition by Future plc,
and a Non-Executive Director of esure
Group plc.
Principal external appointments:
• Chair-designate and Chair of the
Remuneration Committee of Page
Group plc
• Non-Executive Director of Future plc
• Non-Executive Director of Janus
Henderson Group plc
Committee membership:
Mohammed Anjarwala
Non-Executive Director
Appointed:
February 2021
(joined the Group as a Non-Executive
Director in March 2019)
Independent:
No
Nationality:
American
Skills and experience:
Mohammed has more than 20 years
of public and private equity investing
experience. He is a partner at Advent
International, where he leads Sunley
House, Advent’s global crossover fund.
Previously, Mohammed worked at
SFW Capital and Bain Capital, having
started his career as a consultant at
Bain & Company.
Mohammed has a BA in Mathematics
from Franklin & Marshall College and an
MBA from Harvard Business School.
Principal external appointments:
• Managing Director at Advent
International Corporation
• Board of Trustees at Franklin
& Marshall College
Claire Davenport
Non-Executive Director
Appointed:
February 2021
Independent:
Yes
Nationality:
British
Skills and experience:
Claire has a wealth of e-commerce
expertise through her roles in industry
leading and disruptive companies,
including her current role as Chief
Executive Officer of Notonthehighstreet
Enterprises Limited, and in her former
roles as Chief Executive Officer of
HelloFresh UK and Managing Director
of VoucherCodes.
Prior to this, Claire held senior level
strategic and executive roles in online
and media companies, including Skype,
RTL Group, and Bigpoint. Claire started
her career in investment banking,
working on mergers and acquisitions
and equity capital markets transactions
at Goldman Sachs and J.P. Morgan.
Claire has an MA from Cambridge
University in Natural Sciences and
an MBA from INSEAD.
Principal external appointments:
• Chief Executive Officer of
Notonthehighstreet Enterprises
Limited
Committee membership:
Committee Membership Key
Nomination Committee
Remuneration CommitteeAudit Committee
Trust and Transparency Committee Chair of Committee
Disclosure Committee
75Governance
Board of Directors continued
Joe Hurd
Non-Executive Director
Appointed:
June 2021
Independent:
Yes
Nationality:
American
Skills and experience:
Joe has significant global experience in
consumer-facing technology businesses.
He has a demonstrated track record
of revenue growth and value creation
at global Fortune 500 and private
companies, including Facebook, Gannett,
AOL, VideoEgg and Friendster. Joe is
an Operating Partner with SOSV LLC, a
$1.3B US-based early-stage venture fund.
Between 2009 to 2012, Joe served in the
Obama Administration liaising between
government and businesses.
Joe is also an independent public board
director, advising on strategic growth,
ESG, workforce engagement, innovation,
governance, compensation, board
recruitment and diversity.
Joe has previously served as a Non-
Executive Director of GoCo Group plc
(now Future plc) and as an Independent
Director of SilverBox Engaged Merger
Corp I.
Principal external appointments:
• Chief Executive Officer at The Katama
Group LLC
• Non-Executive Director of Hays plc
Committee membership:
Ben Johnson
Non-Executive Director
Appointed:
February 2021
(joined the Group as a Non-Executive
Director in May 2015)
Independent:
No
Nationality:
British
Skills and experience:
Ben is a partner and member of the
founding team at Vitruvian Partners LLP
and leads the data and analytics, and
consumer technology sector teams.
Prior to joining Vitruvian Partners LLP in
2007, Ben was at Cinven and Goldman
Sachs International. In addition to the
Company, he currently serves on the
boards of Sykes Holiday Cottages, Travel
Counsellors Ltd and OAG Aviation Ltd.
Ben read Philosophy, Politics and
Economics at Magdalen College, Oxford
University. He is a member of the Future
Fifty, TechNation Advisory Panel.
Principal external appointments:
• Partner at Vitruvian Partners LLP
• Director of Sykes Holiday Cottages
• Director of Travel Counsellors Ltd
• Director of OAG Aviation Ltd
Rachel Kentleton
Non-Executive Director
Appointed:
February 2021
Independent:
Yes
Nationality:
British
Skills and experience:
Rachel is a qualified accountant and
is the Chief Financial Officer of St.
Modwen Properties Limited. Rachel
brings recent and relevant financial
experience to the Board and strong
leadership to the Audit Committee.
Rachel has significant experience in
strategy and finance across a range
of customer-facing businesses.
Prior to joining St. Modwen, Rachel
was the Group Finance Director of
PayPoint plc and was previously
the Group Director of Strategy &
Implementation at easyJet plc. Prior
to her role at easyJet plc, Rachel held
senior roles at Unilever plc, NatWest
Group, Diageo plc and SABMiller plc.
Rachel was a Non-Executive Director
and Chair of the Audit Committee at
Persimmon Plc until August 2021.
Principal external appointments:
• Chief Financial Officer at St. Modwen
Properties Limited
Committee membership:
76
Trustpilot Annual Report & Accounts 2021
Carolyn Jameson
Company Secretary and
Chief Trust Ofcer
Nationality:
British
Carolyn joined the Group in August 2019
as Chief Legal and Policy Officer, and
was appointed as Chief Trust Officer in
January 2021. Prior to joining the Group,
Carolyn was the Chief Legal Officer
at Skyscanner, where she oversaw
corporate development, legal, public
affairs and corporate communications.
Following the acquisition of Skyscanner
by Ctrip.com International Limited,
Carolyn assisted with the integration and
transformation of Skyscanner to being
part of a NASDAQ listed company, and
was appointed as head of international
M&A and corporate development for
Ctrip. Carolyn has held senior business
and legal roles across a number of
international technology companies,
giving her a broad knowledge of the
business and legal environment in
which Trustpilot operates.
Committee membership:
Board composition
The following charts provide a summary of the Board’s composition as at 22 March 2022.
Board and committee meeting attendance
Director Board
1
Audit
Committee
1
Remuneration
Committee
1
Nomination
Committee
1
Trust and
Transparency
Committee
1, 6
Tim Weller – Chair 8/8 – – 2/2 2/2
Peter Mühlmann –
Chief Executive Officer 8/8 – – –
Hanno Damm –
Chief Financial Officer 8/8 – – –
Angela Seymour-Jackson –
Senior Independent Director 8/8 3/3 4/4 2/2 2/2
Mohammed Anjarwala –
Non-Executive Director 8/8 – – –
Claire Davenport – Independent
Non-Executive Director
2
8/8 1/1 4/4 –
Joe Hurd – Independent
Non-Executive Director
3
6/6 2/2 – 1/1 2/2
Ben Johnson –
Non-Executive Director
4
7/8 – – –
Rachel Kentleton – Independent
Non-Executive Director
5
7/8 3/3 4/4 2/2 2/2
1. Board and Committee meetings from Admission to 31 December 2021.
2. Claire Davenport stepped down as a member of the Audit Committee with effect from 1 July 2021.
3. Joe Hurd was appointed to the Board, Audit Committee, Nomination Committee and Trust and
Transparency Committee with effect from 1 June 2021.
4. Ben Johnson was unable to attend the Board meeting in April 2021 due to a prior business engagement.
5. Rachel Kentleton was unable to attend the Board meeting in October 2021 due to a prior
business engagement.
6. The Trust and Transparency Committee is chaired by Carolyn Jameson, Company Secretary and
Chief Trust Officer. Carolyn has attended and chaired all meetings of the committee.
The Disclosure Committee is chaired by the Chief Financial Officer, and the other
members are the Chief Executive Officer, the Chair of the Board and the Company
Secretary and Chief Trust Officer. The Committee’s principal duty is to oversee the
Company’s obligations in relation to the disclosure of inside information. Members of
the Committee have communicated regularly during the year but there have been no
circumstances in existence which have necessitated a formal meeting.
Gender Composition Age
Male Chair 35–39 50–54
Female Non-Executive 40–44 55–59
Executive 45–49 60+
Committee Membership Key
Nomination Committee
Remuneration CommitteeAudit Committee
Trust and Transparency Committee Chair of Committee
Disclosure Committee
77Governance
Executive Leadership Team
Peter Mühlmann
Chief Executive Ofcer
Hanno Damm
Chief Financial Ofcer
Carolyn Jameson
Company Secretary and
Chief Trust Ofcer
Tim Hilpert
Chief Operating Ofcer
Tim joined Trustpilot in February 2021 as
Chief Operating Officer. Prior to joining
Trustpilot, Tim held several senior roles
at OLX Group, including Chief Executive
Officer for Europe and Central Asia and
Chief Executive Officer of OLX Markets.
Prior to this, Tim held various roles
from Senior Manager to Senior Director
at eBay.
Tim started his career at the Boston
Consulting Group and holds a degree in
Engineering from TU Berlin, and an MBA
from the University of Vermont.
Stephen Garland
Chief Technology
and Product Ofcer
Steve joined Trustpilot in 2018 to
oversee and drive Trustpilot’s Technology
& Data organisations. In late 2020,
Steve’s remit expanded to include
Product, where he leads on data-driven
growth and automation while delivering
the best possible experience to
consumers and businesses.
Prior to joining Trustpilot, Steve served
as EVP and CTO for Wood Mackenzie.
He’s also held SaaS executive and
technical roles at start-ups through to
FTSE100 companies – bringing over 20
years of experience helping start-ups
scale up and transforming enterprises
into scalable SaaS organisations both
through data and innovation, while
developing and building top teams to
achieve great things.
Steve holds a BEng in Software
Engineering from Edinburgh Napier
University.
Donna Murray Vilhelmsen
Chief People Ofcer
Donna joined Trustpilot in the spring
of 2019 to lead Trustpilot’s People
function. With more than 25 years’
experience in the field, Donna has the
expertise to build and lead a world class
People function to see Trustpilot through
the next exciting phase of growth. Her
main focus is to make Trustpilot an even
better place to work and grow in order
to attract and retain the best-in-class
talent for Trustpilot.
Prior to Trustpilot, Donna was an
HR Vice President at COWI for their
international business line. She’s also
delivered meaningful impact at global
organisations like Maersk and AECOM.
Donna holds a Bachelor of Human
Resources Management degree from
the University of South Australia.
Please see page 74 for Peter’s biography. Please see page 74 for Hanno’s biography. Please see page 77 for Carolyn’s
biography.
78
Trustpilot Annual Report & Accounts 2021
Trustpilot’s purpose is to help people and businesses help each other — because
when they do, people benefit, businesses benefit, and tomorrow’s society benefits too.
This purpose drives our strategy and is integral to the Group’s culture and values. The
Board leads and oversees the Group’s culture, and seeks to ensure that it is aligned
with our purpose, values and strategy for the benefit of all stakeholders.
The Board undertook a deep-dive review on people and culture at its strategy meeting
in 2021, and regularly assesses and monitors culture by receiving and considering:
– feedback from the Non-Executive Director responsible for workforce engagement
on matters of importance to Trusties;
– regular reports and feedback from management, particularly the Chief Executive
Officer and the Chief People Officer;
– feedback on internal employee satisfaction surveys; and
– reports on whistleblowing, compliance and confidential misconduct.
The Company’s values are a powerful driver of our culture, and guide how we behave,
make decisions, and approach all that we do. The Board and senior management
embrace the Company’s values and lead by example. Further information on the
Group’s culture and values can be found on page 19 of the Strategic Report.
Board and stakeholder engagement
The Board recognises its responsibility to engage with key stakeholders and their
importance to the long-term sustainable success of the business. In accordance with
section 172 of the Companies Act 2006 and the UK Corporate Governance Code, the
Board considers the potential impact on the Company’s key stakeholders and takes
their views and interests into account in its decision-making.
The Company’s statement on section 172 of the Companies Act 2006 can be found on
page 65 of the Strategic Report and the Stakeholder Engagement section on pages 66
sets out why our stakeholders are important to us.
A summary of the Board’s engagement with the Company’s key stakeholders is set
out on the following pages.
Alicia Skubick
Chief Marketing Ofcer
Alicia joined Trustpilot in October 2021
as Chief Marketing Officer to lead
the Marketing team responsible for
building Trustpilot’s brand globally and
growing the community of trust between
consumers and businesses. Alicia is
also responsible for Trustpilot’s global
partnerships, which includes identifying
strategic partners to integrate with
Trustpilot’s platform to deliver the benefits
that matter most to our customers.
Alicia has a proven track record of
building technology businesses and
brands including Intuit, Sage, Western
Union and Symantec. At Intuit, Alicia
served as Marketing Director for the
UK, responsible for building the brand
and growing the customer base. Prior
to Intuit, she led European Marketing
for Sage Pay and globally for Travelex
Business (now Western Union Business
Solutions) as well as various global roles
at Symantec. Alicia holds a B.A. in Art
History from Macalester College.
Purpose, values and culture
79Governance
Stakeholder Engagement methods Effect of engagement on the Board’s decision-making
Employees – The Senior Independent Director, was appointed as the Non-
Executive Director responsible for workforce engagement pursuant
to the Code. A Non-Executive Director workforce engagement
programme is in place and is reviewed annually. The programme
includes informal Q&A and feedback sessions, where the Non-
Executive Directors meet with employee groups to understand
their views.
Further information on our employees can be
found on pages 54 to 60.
– The Chief People Officer regularly updates the Board on key people
metrics, including recruitment, retention, diversity and inclusion, and
key People initiatives.
– The Chief People Officer presents to the Board on feedback from
quarterly employee engagement surveys.
– The Audit Committee considers reports on whistleblowing and any
incidents of confidential misconduct, and provides feedback to
the Board.
– The CEO, CFO and other members of the Executive Leadership
Team lead “All Hands” meetings to update employees on Company
strategy and performance followed by Q&A sessions for employees
to pose questions on the business.
– The Remuneration Committee considers the Group’s total
reward philosophy, including the benefits and reward structure for
the workforce.
– The workforce engagement programme
has provided Board members with the
opportunity to deepen their understanding
of the Company, and provided opportunities
to reinforce key messages on culture, values,
mission and strategy. This engagement
has also provided an opportunity for the
Non-Executive Directors to hear from all
levels of the organisation so that they can
advise, support and provide constructive
challenge to the Executive Leadership Team.
By receiving feedback from employees, the
Board is better able to take their views into
consideration in its decision-making.
– Directors have been able to better
understand the views, concerns and needs
of employees.
– The Board supported management in key
People initiatives, including increasing
recruitment and investment in training.
– The Board considered key issues raised
from employee feedback and oversaw
management’s response to the feedback.
– The Board undertook a number of deep-
dives, including people and culture,
succession planning, the talent pipeline
and employee trend analysis.
– The Audit Committee supported
management in the launch of the Group’s
confidential whistleblowing platform
and improvements to the Group’s
whistleblowing procedures.
Investors – The Chief Executive Officer and the Chief Financial Officer meet
with investors, including following the full and half-year results.
– The Board receives monthly investor relations reports from the
Company’s brokers, including information on changes to the
share register.
– The Head of Investor Relations engages with analysts and provides
the Board with regular feedback in his presentations to the Board.
– The Chair and the Non-Executive Directors engaged with shareholders
during the IPO process and had contact with a number of key
shareholders throughout the year.
– The Chief Executive Officer and the Chief Financial Officer attend
capital markets days and investor roadshows.
– Feedback and guidance from investor bodies is shared with the
relevant Board committees.
– The Company’s first AGM in May 2022 will provide an opportunity for
shareholders to engage with the Board. The AGM will be held as a
‘hybrid meeting’, allowing shareholders to attend either physically or
by virtual means using an online meeting platform.
– The Executive Directors met with investors
and provided the Board with feedback
on the views of investors. Feedback from
these meetings helps the Board to better
understand the views of shareholders.
– The Board renewed its focus on ESG
matters and undertook an ESG materiality
assessment in 2021. The results of the
assessment will feed into Trustpilot’s ESG
strategy and assist in the setting of ESG
targets, including science-based carbon
reduction targets.
– The Remuneration Committee took into
consideration the views of investors when
preparing the Directors’ Remuneration Policy
and in setting remuneration targets for 2022.
– The Board has taken into consideration
investor sentiment in relation to diversity on
the Board and in the talent pipeline. In 2022,
the Board will review a Group and Board
level Diversity, Equity and Inclusion Policy.
The table below provides a summary of the Board’s engagement with key stakeholders and how the
Board has considered their views when making its decisions. Further information on the Group’s
stakeholders can be found on page 66, and the Company’s statement on section 172 of the Companies
Act 2006 can be found on page 65.
Purpose, values and culture continued
80
Trustpilot Annual Report & Accounts 2021
Stakeholder Engagement methods Effect of engagement on the Board’s decision-making
Customers – The Board receives updates on customer relationships and
feedback through Board reports from the CEO, CFO and COO. The
COO presents deep-dives on key customer matters during the year.
– The Chief Trust Officer’s regular Board reports provide insight into
key customer matters, including platform integrity, product and
regulatory developments, key customer metrics and privacy.
– Regular Board reports are provided by the Chief Technology and
Product Officer which provide the Board with information on key
metrics, including the number of reviews, progress on automated
review invitations, active domains and consumers. The report also
provides key insight into content integrity, including analysis on the
number of flagged reviews, reporting reasons and customer
service metrics.
– The Board receives updates on the Company’s star rating and
feedback received from customers.
– The Board has supported management in
its drive to reduce the number of fake or
misleading reviews online, and in its efforts
to automate processes on the platform to
further improve the integrity of the site.
– The Board has an increased understanding
and awareness of the needs of customers.
– The Board oversees the publication of
the Group’s Transparency Reports which
can be found on the Company’s website,
investors.trustpilot.com.
Further information on the Group’s work
on content integrity and protecting and
promoting trust can be found on pages
21 to 25.
Consumers – The Chief Technology and Product Officer provides the Board
with updates on the Group’s consumer product strategy.
– The Chief Trust Officer provides the Board with updates on
consumer verification processes and procedures, and progress
on initiatives to reduce the number of fake or misleading reviews.
– The Board receives regular updates on progress with respect to
pro-active litigation in relation to fake or misleading reviews.
– The Board has an increased understanding
and awareness of the needs of consumers,
and has supported management in the
development of the platform.
– The Board has supported management
in its initiatives to take action against
businesses who seek to mislead customers
with false reviews.
Civil society – The Board receives updates on management’s activities
and initiatives including interactions with non-governmental
organisations and associations of relevance to the Company.
– The Board has a greater understanding
of the focus and interests of the
non-governmental organisations and
associations and takes these into
consideration in its decision-making.
Government
and regulators
– A report from Chief Trust Officer is tabled at each Board
meeting, this provides an update on upcoming regulation and
proposed legislation or legislative changes that might affect
the business. The report also provides updates on any relevant
government or regulator interaction.
– The Board receives updates on the work of the Head of Policy
and Public Affairs and their engagement with government bodies
and regulators.
– Feedback from the engagement with
governments and regulators helps to inform
the Board’s strategic decision-making.
– The Board supports and encourages
management in its efforts to increase trust
and transparency online.
In 2021, management undertook a detailed ESG materiality assessment, engaging with the Group’s key stakeholders. Each ESG
key matter was scored and ranked according to its importance to stakeholders, its likely impact on our business and impact on
society. The Board reviewed and approved the ESG materiality assessment in February 2022 and will oversee the formation of the
Company’s ESG framework and its integration into the future strategic goals of the business.
81Governance
Division of responsibilities
Governance framework
Our governance framework assists the Board in effective decision-making and in its oversight of the Group and its operations.
The role of the Board
The Board is responsible for the
long-term sustainable success of
the Company for the benefit of the
shareholders and other stakeholders.
The Board has responsibility for the
overall leadership of the Company and
setting the Company's purpose, values
and strategy, and ensuring that these,
and the Company's culture, are aligned.
The Board delegates certain
responsibilities to the Board committees.
The terms of reference of each of the
Board committees is available on the
Company’s website, investors.trustpilot.
com, and information on their principal
activities is included within the reports
of each committee referenced above.
A schedule of matters reserved for the
Board’s consideration and approval
is reviewed on an annual basis and is
available on the Company’s website,
investors.trustpilot.com.
The matters include:
– Approval of the Group’s strategic
aims and objectives.
– Establishing the Company’s
purpose, values and strategy, and
ensuring that they are aligned with
the Company’s culture.
– Approval of the Group’s key financial
results and communications.
– Overseeing the Group’s systems of
internal control and risk management.
– Approval of material capital projects
and contracts.
– Changes to the size, structure and
composition of the Board and its
committees.
– Approval of key policies and procedures.
In 2021, the Board held eight formal
meetings and a two-day offsite strategy
meeting in October 2021. Details of
Directors’ attendance at Board meetings
can be found on page 77.
To facilitate independent discussion,
the Chair meets the Non-Executive
Directors without management present.
The Company Secretary liaises with the
Chair well in advance of Board meetings,
to ensure that Board meeting agendas
provide sufficient time for key matters
to be considered. Board agendas are
prepared alongside an annual planner
which ensures that key matters are
considered at appropriate times during
the year whilst providing additional
time for ad-hoc items and deep-dives
to be provided to the Board. Meeting
agendas typically include reports from
the Chief Executive Officer on operational
performance, the Chief Financial Officer
on financial performance and the Chief
Trust Officer on Trust matters, in addition
to deep-dives on key issues. A summary
of the Board’s key activities is set out on
page 85.
Board papers are released to the Board
via a secure online portal well in advance
of Board meetings. Management worked
with external consultants during the
year to further improve the quality of
Board papers to ensure that information
provided to the Board is clear, concise
and provides sufficient detail to support
the Board’s decision-making.
Senior management and external
advisors are regularly invited to Board
meetings to present agenda items within
their areas of expertise.
The Board
Disclosure Committee
Responsible for monitoring the existence of inside information and ensuring
that the Company complies with its disclosure obligations.
Executive Leadership Team
Responsible for the day-to-day management of the Group.
See pages 78 and 79
Audit
Committee
See pages 90 to 97
Nomination
Committee
See pages 87 to 89
Remuneration
Committee
See pages 100 to 119
Trust and
Transparency
Committee
See pages 98 and 99
82
Trustpilot Annual Report & Accounts 2021
Senior Independent Director
– Acts as a sounding board for the Chair and supports
the delivery of his objectives.
– Supports the Chair in the Board evaluation process
and leads the evaluation of the Chair on behalf of the
other Directors.
– Supports the Nomination Committee in the Chair
succession process.
– Serves as an alternative contact for other Directors and
shareholders for queries that are not resolved by the
Chair, CEO or CFO.
Chief Financial Ofcer
– Responsible for strategic financial leadership.
– Oversees the day-to-day management of the Group’s
financial affairs.
– Implements the Board’s decisions with respect to
finance matters.
– Provides support to the Chief Executive Officer with
the implementation of the Group’s strategy.
Non-Executive Directors
– Bring experience and expertise to the Board.
– Provide constructive challenge to management.
– Promote high standards of corporate governance.
– Enhance Board debates and decision-making by bringing
external perspectives to the table.
– Monitor the delivery of Group’s strategy by the Executive
Leadership Team.
– Ensure that the Group’s systems of risk management and
internal control are robust.
– Monitor the integrity of the Group’s financial reporting.
– Oversee the performance of the Executive Directors in
meeting their agreed goals and objectives.
– Engage with key stakeholders where appropriate and
provide feedback to the Board.
Company Secretary
– Ensures that Board procedures are complied with and
advises the Board on all governance matters.
– Supports the Chair and helps the Board and its
committees to function effectively.
– Assists the Chair in ensuring that the Board is provided
with information in a timely manner.
– Facilitates the induction of Board Directors and arranges
ongoing training for Board Directors.
Chair
– Leads the Board and is responsible for its overall
effectiveness.
– Shapes the culture of the boardroom and promotes a
culture of openness and debate while demonstrating
objective judgement.
– Sets the Board’s agenda and ensures that relevant issues
are reserved for the Board’s consideration.
– Demonstrates ethical leadership and promotes the
highest standards of integrity, probity and corporate
governance.
– Sets clear expectations for Board discussions and
facilitates the effectiveness of Board Directors and the
overall Board.
Chief Executive Ofcer
– Responsible for the executive management of the
Group, with support from the Chief Financial Officer
and senior management.
– Develops and implements the Group’s strategy, as
agreed by the Board.
– Leads communications with shareholders and other
stakeholders.
– Sets an example to the Group’s workforce and other key
stakeholders and communicates expectations in respect
of the Company’s culture.
– Facilitates and supports strong communication between
the business and the Board.
83Governance
Director independence and
re-election to the Board
Each of the Non-Executive Directors,
with the exception of Ben Johnson and
Mohammed Anjarwala, is considered to
be independent within the meaning of the
Code and free from any business or other
relationship that could materially interfere
with the exercise of their independent
judgement. The Board evaluation for each
Director and the Company’s Conflicts
of Interest Register helps to inform the
assessment of the independence of the
Non-Executive Directors.
A number of additional safeguards are
in place to support Director
independence, including a formal system
to deal with conflicts of interest and the
division of responsibilities between the
Chair, Senior Independent Director, Chief
Executive, Chief Financial Officer and
Non-Executive Directors.
The independence of the Non-Executive
Directors was reviewed by the Board prior
to Admission, and the outcome of that
review was disclosed in the Prospectus.
When considering the independence
of Angela Seymour-Jackson, the Board
had regard to the fact that she had
been granted warrants in Trustpilot A/S,
which were subsequently replaced with
warrants over 546,000 ordinary shares
in the capital of the Company as part of
the IPO Restructuring. Notwithstanding
her holding of warrants, the Board was
satisfied that she remained independent,
taking into account her independence of
character, judgement and ability to hold
management to account. No matters
have since arisen to further impact this
assessment, and on 2 February 2022 the
Board reconfirmed her independence.
Mohammed Anjarwala and Ben Johnson
represent shareholders of Trustpilot
Group plc and are not considered to
be independent. Ben and Mohammed
were each appointed under Board
appointment rights agreements in March
2021, having been directors of Trustpilot
A/S from 2015 and 2019, respectively.
Mohammed represents Sunley House
Capital Management and Ben represents
Vitruvian Partners.
In respect of the Chair, the Code
recommends under provision 9 that,
on appointment, they should be
independent when assessed against
the circumstances set out in provision
10 of the Code. Accordingly, the Board
determined prior to Admission that Tim
Weller was independent on appointment
notwithstanding his holding of ordinary
shares and warrants over ordinary shares
in the Company, amounting to a total of
1.51% of the Company’s issued share
capital immediately prior to Admission
(and representing 0.95% at the date of
publication of this report). In making
its determination, the Board took into
account the fact that the shares and
warrants had been issued to him by
Trustpilot A/S in respect of his services
to Trustpilot A/S (including preparing and
bringing the Group to Admission), which
were subsequently replaced with shares
and warrants in the Company prior to
Admission in connection with the Group’s
restructure, as well as the value of the
shares and warrants not being material
when considering his overall net worth and
the percentage of the issued share capital
involved. The Board also considered
factors such as his independent and
objective character, the judgement
displayed by him since his appointment
as Chair of both Trustpilot A/S and the
Company, and his general reputation for
independence in the market.
Non-Executive Directors are appointed
for a fixed term of three years subject to
annual re-election by shareholders. The
Non-Executive Directors’ fixed term can
be extended and would not usually be
extended beyond nine years other than
in exceptional circumstances. The letters
of appointment of the Non-Executive
Directors, and the service contracts for
the Executive Directors are available for
inspection at the Company’s registered
office and will be on display at the AGM.
Each of the Directors will submit
themselves for election by shareholders
at the AGM. The Board has taken into
consideration the results of the Board
evaluation, and the experience and skills
of each of the Directors, and considers
that the election of each of the Directors
is in the best interests of the Company.
Further information on the tenure, skills
and experience of the Directors can be
found on pages 74 to 77.
Conicts of interest and
external appointments
A formal system is in place for Directors
to declare a conflict, or potential conflict
of interest. Conflicts of interest are
considered at the start of each Board and
Committee meeting, and the Conflicts of
Interest Register is updated as soon as
the Board is made aware of a situation
that could give rise to a conflict or
potential conflict of interest. The Conflicts
of Interest Register is formally reviewed
by the Nomination Committee each year.
In addition to monitoring the Directors’
conflicts, or potential conflicts of interest,
a Related Party Transactions Policy
is in place under which the Company
maintains a list of related parties for each
of the Directors. The Board is satisfied
that all conflicts and potential conflicts
have been managed appropriately.
The letters of appointment of the
Non-Executive Directors recommend
a minimum time that each Director is
required to commit to their role and, prior
to appointment, Directors are required
to confirm that, taking into account all
of their other commitments, they are
able to allocate sufficient time to the
Company. Prior to accepting additional
commitments that might affect the
time that they are able to devote to the
Company, Directors are required to seek
the agreement of the Chair.
During 2021, Joe Hurd became a Non-
Executive Director of Hays plc (from 1
December 2021) and Rachel Kentleton
was appointed as the Chief Financial
Officer of St. Modwen Limited (from
6 August 2021). Both Joe and Rachel
notified the Chair in advance of their
appointments. The Board considered and
approved these additional commitments,
and was confident that each would be
able to continue to devote the appropriate
time to their roles on the Board of
Trustpilot, and that neither role would give
rise to a potential conflict of interest.
When assessing other external
appointments, the Board considers the
number of directorships already held by
the individual and the time commitment
expected in those roles.
Each of the Directors on the Board has
confirmed that they have been able to
allocate sufficient time to discharge their
responsibilities effectively.
Division of responsibilities continued
84
Trustpilot Annual Report & Accounts 2021
Key Board activities
The key activities of the Board from Admission in March 2021 to 31 December 2021 are set out below.
Strategy
– Reviewed and approved the Group’s long-term strategy
– Undertook deep-dives on product strategy and
developments
– Undertook deep-dives on UK and US performance
– Reviewed management’s reports on competitor analysis
– Approved the Group’s M&A strategy and investment plan
Financial
– Approved the Group’s interim results for the period
to 30 June 2021 and the full year results to
31 December 2021
– Approved the Group’s trading updates
– Reviewed the going concern basis of accounting for the
Group’s interim results for the period to 30 June 2021
– Reviewed the Group’s financial performance
and forecasts
Trust
– Reviewed reports on progress against key content
integrity objectives
– Considered management’s progress on the Group’s
Consumer Trust strategy
– Considered management’s updates on key litigation
matters including progress on proactive litigations
– Reviewed management’s progress on improving
automation in the detection of false and
misleading reviews
Performance
– Received updates on the Group’s commercial and
sales performance
– Approved the Group’s internal operating model
– Reviewed reports on the Group’s key
performance metrics
– Considered reports from the CEO and CFO on the
performance of the business
Stakeholders
– Considered the Group’s People Plan, including key
metrics and trends
– Reviewed the Chief People Officer’s report on talent
gaps and the Group’s future talent requirements
– Considered the Group’s People and Culture plans
and strategy
– Approved the Group’s workforce engagement framework
– Oversaw and approved the ESG materiality assessment
which will help to form the Group’s ESG framework
– Discussed investor updates from the Head of Investor
Relations and the Group’s corporate brokers
– Considered feedback from institutional investors
and analysts
– Considered feedback on employee surveys
Governance
– Approval of the annual board calendar of events
– Consideration of Non-Executive Director independence
– Receiving feedback from the Board committees
– Approval of appointments to the Board
– Endorsed appointments to the Executive
Leadership Team
– Review of Contract Approval and Signing Matrix
– Review of Conflicts of Interest
– Review of certain Policies and Procedures
– Oversaw the Board and Chair performance evaluation
Further information on the Group’s strategy
can be found on pages 30 to 33.
Further information on the Group’s financial
performance can be found on pages 32 to 39.
Further information on the Group’s stakeholders can be
found on pages 54 to 61, 66, 80 and 81.
Further information on our work on Trust
can be found on pages 21 to 25.
Further information on the Group’s performance
can be found on pages 2 to 69.
85Governance
Composition, succession and evaluation
Composition
The Board comprises the Chair (who was independent on appointment), four Independent Non-Executive Directors, two shareholder
nominated Non-Executive Directors and two Executive Directors. Biographies of each of the Directors, including information on their
skills, tenure and committee membership can be found on pages 74 to 76. Further information on the roles of the Chair and other
members of the Board can be found on page 83. Joe Hurd joined the Board on 1 June 2021, following the appointment of Claire
Davenport and Rachel Kentleton in March 2021. Following Joe’s appointment, Claire Davenport stepped down as a member of the
Audit Committee with effect from 1 July 2021.
The Nomination Committee reviews the structure, size and composition of the Board, and makes recommendations to the Board on
any changes. Further information on the work of the Nomination Committee can be found on pages 87 to 89.
Succession
The Nomination Committee oversees succession planning for the Board and the Executive Leadership Team. Further information on
the Committee’s work in this regard can be found on pages 88 to 89.
Evaluation
The 2021 Board evaluation was facilitated by the Company Secretary in consultation with the Chair of the Board and the Chairs of
the Board committees. The 2021 Board evaluation was conducted internally; a summary of the process is set out below.
Evaluation Action
Board and
committees
Questionnaires issued for completion
Board evaluation process approved and online questionnaires circulated.
Responses evaluated
Responses collated and anonymised prior to sharing with the Chair of the Board and Board committee Chairs.
Actions agreed for 2022
Board and committee evaluation reports and actions tabled at the Board and Board committee meetings
for discussion and approval.
Chair Feedback gathered
Senior Independent Director requested feedback on the Chair’s performance from each of the Directors.
Results discussed
Senior Independent Director met with the Directors to provide an anonymised summary of feedback
on the Chair and agreed suggestions for further improvement.
Feedback provided
Senior Independent Director met with the Chair to provide a summary of feedback relating to his
performance and agreed actions.
Individual
Directors
Review of performance
Chair met with individual Directors to discuss their performance.
The 2021 Board evaluation confirmed that the Board was effective and functioning well. The results of the Board evaluation were
presented to the Board and areas of focus for 2022 were agreed. These areas included:
– a continued focus on US strategy;
– a focus on talent and succession planning;
– a review and deep-dive on people matters and Company culture; and
– increased Non-Executive Director interaction outside of Board meetings.
An externally facilitated Board evaluation will be undertaken in 2023.
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Trustpilot Annual Report & Accounts 2021
Nomination Committee report
“ The Nomination
Committee oversees the
composition of the Board
to ensure that it has the
correct balance of skills,
experience, knowledge
and diversity relevant to
the Company both now
and in the future.”
Tim Weller
Nomination Committee Chair
I am pleased to present this report on the
work of the Nomination Committee for
the period from Admission in March 2021
to 31 December 2021. The Nomination
Committee held its first meeting in May
2021, and has met twice in the period and
a further two times prior to the publication
of this Annual Report.
A key focus for the Committee this
year has been building the governance
framework and processes in relation to
the remit of the Nomination Committee.
This has included approving the terms of
reference of the Committee and agreeing
the Committee’s programme of meetings.
In December 2021, the Committee
oversaw the evaluation process for the
Board and committees and considered
its key areas of focus for 2022. Further
information on the Board evaluation
process is set out on page 86.
My tenure as Chair of the Board has
also been considered by the Committee,
with discussions being led by the Senior
Independent Director. Further information
can be found on pages 88 and 89.
Committee members
Tim Weller (Chair)
Angela Seymour-Jackson
Joe Hurd
Rachel Kentleton
The current Board comprises Directors
who had previously been on the Board
of Trustpilot A/S for a number of years
and those who have joined the Company
during 2021.
In 2022, the Committee will focus on
succession planning and improving the
visibility of the talent pipeline for the
Executive Leadership Team.
I hope that you find this report helpful in
understanding the work of the Committee
and I welcome any feedback from
shareholders in relation to the Committee
and its activities.
Tim Weller
Chair of the Nomination Committee
22 March 2022
Nomination Committee report
87Governance
Composition of the Committee
The Committee comprises Tim Weller
(Chair of the Board and the Committee)
and three Independent Non-Executive
Directors: Angela Seymour-Jackson,
JoeHurd and Rachel Kentleton. Joe Hurd
joined the Board and the Committee on
1 June 2021. The Company Secretary,
Carolyn Jameson, is Secretary to
the Committee.
Management and other senior leaders
in the Group are invited to attend
Committee meetings to present
on specific areas of interest for the
Committee. At the Committee’s meeting
in February 2022, the Global Head of
People and Organisational Growth
presented on succession planning for
the Executive Leadership Team, a review
of which had commenced in 2021. The
Global Diversity, Equity and Inclusion
Lead will attend the Committee meeting
in August 2022 to present the Board
Diversity Policy for consideration.
Biographies of the Nomination
Committee members can be found
on pages 74 to 76.
Committee key duties
The key responsibilities of the Committee include oversight of the following:
– Succession planning for the
Board and management
– Board structure, size and
composition
– Director induction
– Identification and nomination
of candidates for appointment
to the Board
– Diversity and inclusion
Priorities and activities during
the period
The Committee’s main activities for the
period ended 31 December 2021 are
summarised below:
Succession planning
Tim Weller was appointed as Chair of
Trustpilot A/S in February 2013 and has
served over nine years with the Group.
The Committee is mindful of Provision
19 of UK Corporate Governance Code
(the “Code”) which recommends that
the Chair should not remain in post
beyond nine years from the date of their
first appointment to a board. Although
the Committee considers that, for the
purposes of the Code, the nine-year
time frame runs from the date of the
Company’s Admission in March 2021,
when the Company became subject
to the Code, as opposed to Tim’s
appointment to Trustpilot A/S in 2013,
the Committee believes that succession
planning for the Chair role is an important
area of focus. In December 2021, the
The Committee’s terms of reference can be found on
the Company’s website, investors.trustpilot.com
Nomination Committee report continued
Meetings
The Committee meets routinely twice
per year, with additional meetings held to
discuss matters arising during the year.
Details of attendance at the Committee’s
meetings during 2021 can be found
on page 77. The Chair reports any key
matters discussed at meetings of the
Committee to the Board.
An agenda is prepared in advance of
each meeting and is reviewed by the
Chair of the Committee.
2021 Committee evaluation
The Committee undertook an internally-
led evaluation in December 2021. The
evaluation gathered feedback from
Committee members on areas including
the composition of the Board and its
committees, succession planning,
diversity, the visibility of the talent
pipeline for succession planning and the
annual Board evaluation process. The
evaluation concluded that the Committee
was performing well.
Month Committee action
February – Review of succession planning for the Non-Executive Directors and management, including the talent pipeline
– Review of the Nomination Committee report
– Review of the Committee’s terms of reference
– Review of the Register of Conflicts of Interest
– Review of the Board’s composition
– Consider the results of the Chair performance evaluation
– Review the results of the Committee evaluation and agree areas of focus
– Review the annual time commitment for the Non-Executive Directors
August – Review and approve the Board Diversity Policy and targets
– Agree overboarding principles
– Review of the Director induction programme
Areas of focus for 2022
– improving the visibility of the talent
pipeline and succession planning
for the Executive Leadership Team;
– succession planning for the
Non-Executive Directors; and
– planning for the 2022 Board
evaluation.
Nomination Committee cycle
The Committee’s planned annual cycle is set out below. Additional meetings and items for the Committee’s consideration will
be added to the annual planner as required through the year.
88
Trustpilot Annual Report & Accounts 2021
Committee considered the Chair’s tenure
and started to engage in a succession
planning process, which will continue
in 2022.
Notwithstanding the commencement
of succession planning, the Committee
considered Tim’s tenure alongside his
extensive knowledge of the Group, his
support to both the Executive Directors
and the more recently appointed Non-
Executive Directors, and the need for
continuity in a period of change and
growth for the Group.
The Committee considers that Tim
continues to demonstrate objective
judgement and promotes constructive
challenge to management, and agreed
that it was important for Tim to remain
as Chair in 2022. The positive feedback
received from Board members in
response to the Chair evaluation
undertaken in December 2021 confirmed
that Tim continues to perform well as
a Chair. The Committee is mindful of
the benefit of renewal at all levels of the
business, and Tim’s tenure will therefore
be reviewed again by the Committee
during 2022.
As the Committee was formed in May
2021 and the business was undergoing
a period of rapid change, succession
planning for the other members of
the Board and management team
commenced in December 2021 and was
considered at the Committee’s meeting in
February 2022. Succession planning was
identified by the Board and Committee
evaluation as an area focus in 2022,
and we will report on this in next year’s
Nomination Committee report.
Board structure, size and composition
The Committee keeps under
regular review the structure, size
and composition of the Board,
and considered these factors in its
discussions on succession planning at
its meeting in February 2022. As part of
this review, the Committee undertook a
review of the areas of skills, knowledge
and experience on the Board to identify
strengths and weaknesses that will inform
succession planning.
Further information on the structure, size
and composition of the Board can be
found on pages 77 and 86.
Diversity and inclusion
The Board and the Nomination
Committee are committed to promoting
diversity, equity and inclusion across
the Group, and recognise that a wide
range of skills, experience and knowledge
contribute towards an effective Board.
This is achieved by having diversity of
thought, race, gender identity, religious
beliefs, age, sexual orientation, disability,
socio-economic background and
varying lived experiences across our
Board members.
The Board and Nomination Committee
evaluations identified a need for additional
focus on our talent and succession
planning, culture and people in 2022.
The Committee is keen that the diversity
of our Board and the wider Group
reflects the diversity of our society. As
a Committee, we made a decision to
delay the adoption of a Board Diversity
Policy in 2021 until the Group Policy was
reviewed, and we could be certain that
the Policy truly reflected the culture and
values of Trustpilot and those of our key
stakeholders. During 2022, Trustpilot’s
People team will lead a review of the
Diversity, Equity and Inclusion Policy for
the Group and a Policy for the Board will
be prepared in tandem and reviewed by
the Committee.
The Board is focused on promoting a
diverse and inclusive culture, and is
mindful of the recommendations of the
Hampton-Alexander Review in relation
to gender diversity, and the Parker and
McGregor-Smith reviews in relation to
ethnic diversity.
We are pleased to report that, as
at 31 December 2021, our Board
comprised six male and three female
Directors, representing 33.3% female
representation on the Board. We are
satisfied that two of our Board Directors
are of non-white ethnicity, exceeding the
recommendation of the Parker Review
Report to have at least one Director of
non-white ethnicity on the Board.
As at 31 December 2021, the diversity
statistics for the Board and senior
management were as follows:
– 33.3% of our Board Directors
are women;
– 47.7% of senior management
(comprising the Executive Leadership
Team), together with their direct
reports, are women; and
– two of our Board Directors are of
non-white ethnicity.
Further information on Trustpilot’s
approach to diversity, equity and
inclusion, including further information
on gender diversity across the Company
is set out on pages 54 and 55 of the
Strategic report.
Director induction
On appointment, all Directors receive a
comprehensive and tailored induction.
Claire Davenport, Rachel Kentleton and
Joe Hurd joined the Board during 2021;
a summary of their induction plans is set
out below:
– Meetings with other Board members,
including the Chair, Senior Independent
Director, Chief Executive Officer and
Chief Financial Officer.
– Meetings with the other Non-Executive
Directors on the Board.
– Briefings from the Chief Trust Officer,
the Chief People Officer and the Chief
Operations Officer.
– Meetings with senior management on
product, customers and consumer
engagement.
Meetings were also held with the
Company’s External Auditor, the
Remuneration Consultants and the
Company’s brokers.
89Governance
“ The Committee has
overseen the establishment
of the governance
framework to support the
Group’s financial reporting,
systems of internal control
and risk management, and
internal and external audit.”
Rachel Kentleton
Audit Committee Chair
The Committee has reviewed and
approved the Group’s Internal Audit and
Risk plans, and monitored the Group’s
systems of internal controls and risk
management.
The Committee has also considered
potential reforms to audit and corporate
governance procedures proposed by the
UK Government to ensure that the Group
is prepared for any changes it may need
to make as a result of these reforms.
Financial reporting
Monitoring financial controls and
maintaining effective governance and
integrity of the Group’s financial reporting
is a principal duty of the Committee, and
the Committee has reviewed both the
half-year results and this Annual Report
for the financial year ended 31 December
2021. The Committee has also reviewed
and challenged the processes proposed
by management to support the Board in
making the going concern and viability
statements set out in the Annual Report.
Whistleblowing
The Committee has overseen
improvements to the Group’s
whistleblowing procedures with the
introduction of a new reporting tool
(which allows employees of the Group to
make confidential reports anonymously)
and updates to the Group’s Speaking
Up policy. These improvements ensure
that the Group is compliant with the EU
Whistleblowing Directive and continues
to maintain a culture of openness,
accountability and compliance.
Committee members
Rachel Kentleton (Chair)
Joe Hurd
Angela Seymour-Jackson
I am pleased to present the Group’s first
Audit Committee report for the period
from Admission on 26 March 2021 to
31 December 2021. This report provides
a summary of the key activities and areas
of focus of the Committee.
The Committee has held three meetings
during the period and one meeting prior
to the publication of this Annual Report.
The Committee’s annual cycle of activities
is set out in the following pages.
Key areas of focus for the Committee
have been as follows:
Governance framework
A key area of focus for the
Committee since its formation has
been overseeing the establishment of
the governance framework to support
the Committee in discharging its duties
and responsibilities under its terms of
reference. This has included overseeing
the establishment of the Group’s Internal
Audit and Risk functions and their
respective frameworks (such as the
Company’s Internal Audit charter, policy
and standard operating procedures).
External Audit
The Committee is focused on
ensuring that the Group’s external
audit processes are of a high quality,
and has taken a number of steps to
maintain the effectiveness of the
External Auditor of the Group. During
the financial year, the Committee has
appointed, and overseen the relationship
with, the External Auditor, including
engaging with and challenging them on
accounting judgements and key areas
of audit focus. The Committee has also
reviewed progress made against actions
identified by the External Auditor at the
time of the Group’s IPO on Financial
Position and Prospects procedures.
The Committee recognised the solid
progress made in all areas to meet the
requirements outlined by the External
Auditor, and is overseeing continuing
improvements to the Group’s IT
environment and sustainability strategy.
I hope that you find this report helpful
in understanding the work of the
Committee, and I welcome any feedback
from shareholders in relation to the
Committee and its activities.
Rachel Kentleton
Chair of the Audit Committee
22 March 2022
Audit Committee report
90
Trustpilot Annual Report & Accounts 2021
Committee key duties
The key duties of the Committee are to provide review and oversight
of the following areas:
– Financial reporting, announcements and significant financial judgements
– External audit oversight
– The work and remit of the Group’s Internal Audit function
– Systems of risk management and Internal control
– Risk and compliance, speaking up and fraud
The Committee’s terms of reference can be found on the
Company’s website, investors.trustpilot.com
Composition of the Committee
Members
– Rachel Kentleton (Chair)
– Joe Hurd
– Angela Seymour-Jackson
The Committee comprises three
Independent Non-Executive Directors.
Joe Hurd joined the Board and the
Committee on 1 June 2021, and Claire
Davenport stepped down as a member
of the Committee with effect from 1 July
2021. The Company Secretary, Carolyn
Jameson, is Secretary to the Committee.
Members of the Committee have a wide
range of relevant skills and experience
that enable them to fulfil their duties
appropriately.
Rachel Kentleton, Chair of the
Committee, is a qualified accountant
and is considered by the Board to have
recent and relevant financial experience.
Rachel is Chief Financial Officer of St.
Modwen Properties Limited and was
previously the Group Finance Director
at PayPoint plc. Rachel has also held
various senior positions in Finance,
Investor Relations and Strategy,
including as Group Director, Strategy
& Implementation at easyJet plc, and
was Chair of the Audit Committee at
Persimmon plc from April 2016 to
August 2021.
Areas of focus for 2022
– Deep-dives on key
matters, including areas of
accounting judgements.
– Risk appetite and risk strategy.
– Systems of risk management
and internal control, including
the monitoring and assessment
of principal and emerging risks.
– Internal financial and
risk controls.
Angela Seymour-Jackson has significant
experience through her former Executive
and Non-Executive roles. Angela brings to
the Committee experience of technology
platforms through her current role as
a Non-Executive Director and member
of the Audit Committee of Future plc,
and experience as an Audit Committee
member at Page Group plc.
Joe Hurd brings to the Committee
significant US and global experience in
consumer-facing technology businesses.
As a lawyer, Joe also brings extensive
understanding of risk and compliance
matters. The Committee further benefits
from Joe’s experience through his
Non-Executive roles, including as a Non-
Executive Director and member of the
Audit Committee of Hays plc.
Biographies of the Audit Committee
members can be found on pages
74 to 76.
Committee meetings are routinely
attended by the Chair of the Board,
the Chief Financial Officer, the
Company Secretary, the VP, Legal, Risk
& Audit, the VP of Global Accounting
and Tax, the Director of Risk, the Head
of Internal Audit, the Deputy Company
Secretary and representatives from the
External Auditor. By invitation of the Chair
of the Audit Committee, other senior
managers have attended meetings to
present on specific areas of interest to
the Committee.
Meetings
The Committee will ordinarily meet four
times per year. In 2021, given the date
of Admission on 26 March 2021, the
Committee held three meetings during
the period; details of attendance at the
meetings can be found on page 77. The
Committee has also met once since the
end of the financial period and prior to
the publication of this Annual Report;
the Committee expects to hold at least
four meetings during 2022. Meetings are
scheduled in line with key events in the
Company’s financial calendar. The Chair
of the Committee reports to the Board
on any key matters discussed at the
Committee meetings.
The Chair of the Committee meets regularly
outside of Committee meetings, and
without management present, with the
Director of Risk, the Head of Internal Audit
and the lead partner of the External Auditor.
An agenda is prepared in advance of
each Committee meeting and is reviewed
by the Chair of the Committee. Prior to
each meeting, the Chair of the Committee
holds discussions with the Chief Financial
Officer, the Director of Risk, the Head of
Internal Audit, the VP, Legal, Risk & Audit
and/or the lead partner of the External
Auditor to consider in advance the
agenda and the matters to be discussed
at the meeting.
91Governance
Audit Committee cycle
The Committee has established an annual cycle to consider matters within its remit, which evolves throughout the year to take into
account changes in the performance and priorities of the Group, the business environment and the prior year’s audit. The normal
cycle of the Committee is set out below. In addition to the items listed below, the Committee receives a report from the Head of
Internal Audit and a report from the Director of Risk at each meeting.
Month Committee action
March Review of the Annual Report, including disclosures on viability and going concern
Review of the effectiveness of risk management and internal controls
Assessment of whether the Annual Report is fair, balanced and understandable
Review of external audit results and the External Auditor’s report, including key financial judgements
Review of the independence of the External Auditor
Review of management’s representation letter
May Agree the external audit plan for the half-year financial statements.
Review of the effectiveness of the previous external audit
September Review the half-year financial statements, including disclosures on key judgements and going concern and viability
Review the External Auditor’s interim report on its review of the half-year financial statements
Review of the External Auditor’s engagement letter, independence and audit fees
Review of the Committee’s terms of reference
December Agree the external audit plan for the following year
Agree the Group’s Internal Audit plan for the next financial year
Review of the Group’s principal risks and uncertainties and risk register
Committee effectiveness review
Review of anti-bribery and corruption measures and the Group’s Code of Ethics
Audit Committee report continued
92
Trustpilot Annual Report & Accounts 2021
2021 Committee evaluation
In December 2021, the Committee
undertook an internally-led evaluation,
where feedback was sought from members
of the Committee and regular attendees.
The evaluation sought feedback on areas
such as the composition of the Committee,
financial reporting, internal control and
risk management systems, internal and
external audit processes, culture, values,
whistleblowing, fraud and the administration
of the Committee. The results of the
evaluation confirmed that the Committee
was performing well. Areas identified for
additional focus in 2022 are set out on
page 91.
Priorities and main activities
during the period
The Committee’s main activities for the
period ended 31 December 2021 are
summarised below.
Financial reporting, announcements
and signicant nancial judgements
The Committee is responsible for
monitoring the integrity of the Company’s
financial statements, including any
significant financial reporting issues
and judgements.
Fair, balanced and understandable
At the request of the Board, the
Committee has reviewed the Annual
Report and considered whether, taken
as a whole, the Annual Report is fair,
balanced and understandable.
In undertaking its review, the Committee
has reviewed the integrity of the Group’s
financial statements, including reviewing
the financial and non-financial disclosures
contained within the Annual Report, and
reviewing and challenging the estimates
and accounting methodologies applied
by management.
A summary of the processes in place to
support the Committee’s review is set
out below:
– Verification of the factual content,
financial and non-financial reporting,
including non-financial key
performance indicators.
– Review of the narrative sections of
the Annual Report to ensure key
messaging is appropriate.
– Multiple reviews of the Annual Report
content by management.
– Reviews by senior management
and Directors.
– Feedback from the Company’s
advisors, including the External Auditor
and remuneration advisors.
Following its review, the Committee
confirmed to the Board that the
Annual Report is fair, balanced and
understandable and provides the
information necessary for shareholders
to assess the Company’s position,
performance, business model and
strategy.
Signicant nancial judgements
The Committee discussed with
management and the External Auditor
each of the key areas of judgement
described below, including how
management’s estimates and judgements
were challenged during the audit. It
concluded that the accounting treatment
adopted in the 2021 financial statements
was appropriate.
Group reconstruction for IPO
A restructuring of the Group took place
prior to the Company’s IPO in March
2021. External consultants, Deloitte
Touche Tohmatsu Limited (“Deloitte”),
were engaged by management to provide
advice and support on accounting for
the reconstruction. Deloitte concluded
that the restructuring was a Group
reconstruction and that the principles
of acquisition accounting did not apply.
As a result, the Group’s accounting is
shown on a consistent basis, assets and
liabilities have not been revalued, and no
goodwill is recognised. The Committee
reviewed management’s assessments
of the accounting for the reconstruction,
and considered the advice and analysis
provided by Deloitte. The Committee
concluded that, taking into consideration
the advice received from Deloitte and
the views of the External Auditors, the
judgements presented by management
were appropriate and the accounting for
the Group reconstruction as a capital
reorganisation was appropriate.
Classication of IPO costs
The estimates and judgements taken
by management in accounting for £11m
IPO costs were considered by the
Committee. Under IAS 32, transaction
costs associated with the issue of new
shares are recognised within share
premium, and those associated with the
sale of existing shares are recognised as
a general and administrative expense.
The Committee reviewed papers provided
by management on the apportionment
of transaction costs, and took into
consideration the challenge provided
by the External Auditor in relation to
management’s estimated split of IPO
costs calculated in advance of the IPO,
compared to the calculation on the
listing date. The Committee agreed that
the accounting and classification of IPO
costs that had been disclosed within the
financial statements was appropriate.
Share-based transactions
The Company has a number of share-
based payment schemes in operation
including warrants, a LTIP and a RSP.
Grants were made under the LTIP and
RSP during the year, and warrants that
were in existence prior to the Company’s
IPO were replaced by new warrants in
the Company at IPO in the proportion
of 1 to 78. The Committee reviewed the
assumptions made by management and
considered the advice offered by external
consultants, Deloitte, on the calculations
and assumptions used for fair value
adjustments for the warrant grants,
and FIT Remuneration Consultants for
valuations of awards post-IPO. The
Committee considered reports provided
by the External Auditor including its
challenge on the calculations and
assumptions used in the IFRS 2 valuation
of the share awards. The Committee
also reviewed the External Auditor’s
report on the accounting for share-based
transactions including its confirmation
that it is comfortable with management’s
accounting and valuation of share-based
payments. The Committee is satisfied
that the Company’s accounting and
valuation for share-based payments
is appropriate and in accordance with
required accounting under IFRS 2.
Going concern and viability
statements
At its meeting in March 2022, the
Committee reviewed the work undertaken
by management to support the going
concern statement, and recommended to
the Board that it should adopt the going
concern basis in preparing the 2021
financial statements.
A summary of management’s work in
assessing viability is set out below:
– Going concern and viability were
assessed using multiple plausible but
severe downside scenarios modelled
based on key risks identified by
management.
93Governance
– A reverse stress test was modelled to
illustrate what would need to happen
for the Group to exhaust its liquidity.
– Further modelling included ‘trust
degradation’ and ‘regulatory scrutiny
and litigation’ scenarios.
Management’s modelling took into
consideration the Group’s sources of
funding, cash flow, future forecast and
current liabilities, debt facility covenants
and the commercial impacts of the
scenarios.
The going concern and
viability statements can be found
on pages 37 and 38.
External Audit
The Committee is responsible for
overseeing the relationship with the
External Auditor, including assessing audit
quality, independence and objectivity, The
Committee also reviews the effectiveness
of the external audit process.
External Auditor
PwC was appointed as the Company’s
External Auditor on 13 September 2021.
Prior to this, PwC Denmark had provided
audit services to the Company’s Danish
subsidiary, Trustpilot A/S. The PwC
lead audit partner is David Teager, who
has held the role since 13 September
2021; David will be rotated from this role
after the 2025 audit. The year ended 31
December 2021 is the first year for which
David Teager will sign the auditors’ report
as senior statutory auditor.
For further information, see the
Independent Auditor’s Report on
pages 124 to 131.
External Auditor Fees
The Committee approved the External
Auditor’s fees for the audit of the half
and full-year financial statements
and challenged PwC to consider the
application of technology to improve the
efficiency of the audit. The external audit
fee for the 2021 financial year is £611,000.
Audit quality and effectiveness
The Committee oversees the work of the
External Auditor throughout the year to
ensure that the quality and rigour of the
external audit process is maintained.
PwC’s audit plan and strategy was
considered by the Committee at its
meeting in December 2021. The proposed
plan outlined key components of the
audit, including PwC’s audit approach,
materiality, scope, risk and areas of focus
and timetable.
The Committee’s oversight of the work of
the External Auditor included:
– reviewing the external audit strategy,
taking into consideration the audit
approach, materiality, risk and areas
of focus;
– reviewing the scope of the external
audit plan;
– taking into consideration the balance of
skills and experience on the audit team;
– considering the robustness of
challenge on key accounting and audit
judgements; and
– feedback from management on the
audit process.
External auditor independence
and objectivity
The Committee monitors and reviews
the independence and objectivity of the
External Auditor on an ongoing basis,
and undertakes a formal annual review.
In reviewing the independence of the
External Auditor, the Committee took
into consideration:
– confirmation from PwC that they
had adhered to their policies
and procedures to safeguard
independence;
– PwC’s policy prohibiting the provision
of non-audit services to FTSE350 audit
clients other than services closely
related to the audit;
– PwC’s confirmation that it followed
necessary guidance and professional
standards in relation to auditor
independence;
– the Committee’s assessment of PwC’s
challenge and professional scepticism;
– the absence of any threats to PwC’s
independence; and
– the Company’s oversight of non-audit
services and the level of non-audit
fees paid.
Taking the above matters into
consideration, the Committee concluded
that PwC was objective and independent
in its role as External Auditor.
Auditor assessment and
reappointment
The Committee considers that it is too
early to assess PwC’s effectiveness until
after the completion of first year-end
audit. The Committee will therefore
undertake its first formal review of
PwC’s effectiveness following the audit
of the 2021 financial statements, and a
summary of the findings of that review will
be published in the 2022 annual report.
Overall, the Committee is satisfied with
PwC’s performance as External Auditor
and a resolution to appoint PwC will be
proposed at the Company’s AGM.
The Company has complied with The
Statutory Audit Services for Large
Companies Market Investigation
(Mandatory Use of Competitive Tender
Processes and Audit Committee
Responsibilities) Order 2014. In line
with the provisions of this order, the
Company is not required to re-tender its
audit provision until the full-year audit
for 2030 and currently has no plans to
re-tender before this time. The Committee
considers this to be in the best interests
of all stakeholders given PwC’s detailed
understanding of the Group, as well as
the need to ensure consistency as the
Group moves beyond its first full audit as
a listed company. Notwithstanding this,
the Committee will continue to keep the
performance of PwC under review
during this period and make
recommendations accordingly.
Non-Audit Services Policy
Following the Company’s IPO in March
2021, PwC reviewed the services provided
to the Company and ceased prohibited
non-audit services by 21 June 2021. In
March 2022, the Committee formalised
a policy on the provision of non-audit
services by the External Auditor. The Non-
Audit Services Policy reflects the FRC’s
revised Ethical Standard for Auditors and
is in place to ensure that the provision of
non-audit services does not impair the
PwC’s independence.
The Non-Audit Services Policy provides
the following limits which provide
management with the authority to
appoint the External Auditor to undertake
permissible services up to a certain value,
pre-approved by the Audit Committee.
The approval limits are set out below and
are reviewed on an annual basis:
Audit Committee report continued
94
Trustpilot Annual Report & Accounts 2021
One-off fee
Cumulative
annual value
Approval
required
Up to
£25,000
£50,000 Chief
Financial
Officer
£25,000 –
£100,000
£150,000 Chair of
the Audit
Committee
Over
£100,000
70% of
three-year
average audit
fees paid
Audit
Committee
PwC’s fees for non-audit services
provided during the year ended 31
December 2021 were £2.073m, which
is approximately 288% of the 2021
audit fee of £721,000. The non-audit
fees comprised:
– £1.484m for work undertaken in
relation to the IPO which was one-off
in nature and will not be repeated;
– £369,559 for tax advisory services
procured prior to the IPO. These
services were completed and
disengaged within the 90 days following
the IPO in line with the grandfathering
provisions of the FRC ethical standard;
– £130,000 for PwC’s review of the
interim results; and
– £89,858 for other non-audit
related services.
PwC was engaged to provide the non-
audit services in each case due to its
knowledge of the Group through PwC
Denmark’s audit of the Company’s
Danish subsidiary, Trustpilot A/S. The
Committee is satisfied that the work was
best performed by PwC and that the
services provided did not give rise to
threats to independence.
The work and remit of
Internal Audit
The Audit Committee is responsible for
reviewing and approving the role and
mandate of the Group’s Internal Audit
function, including monitoring and
reviewing the effectiveness of its work.
The Committee reviews and approves the
Internal Audit Plan, and monitors the work
carried out under the Plan.
Role of Internal Audit
The Internal Audit function assists
management, the Audit Committee
and the Board in protecting the assets,
reputation and sustainability of Trustpilot
by providing independent and objective
assurance activities relating to Trustpilot’s
governance, risk management and
internal control processes.
In September 2021, the Audit Committee
approved the Internal Audit Charter,
which details how the Internal Audit
function operates and the principles
to which it adheres. The Charter was
prepared in adherence to the Professional
Standards of the Chartered Institute of
Internal Auditors (IIA) and the guidelines
and standards of the Financial
Reporting Council.
At the same meeting, the Committee
approved the Internal Audit Policy and
Standard Operating Procedure, which
support the Internal Audit Charter
and define the purpose, authority and
responsibility of the Internal Audit function.
The Head of Internal Audit is an
experienced chartered accountant
who reports functionally to the Audit
Committee and administratively to the
VP, Legal, Risk & Audit. The Head of
Internal Audit attends all meetings of the
Committee and presents Internal Audit
papers, including the Internal Audit Plan,
the results of internal audits and the
status of actions resulting from those
audits. The Internal Audit function has
free and unrestricted access to
the Committee and the Chair of the
Board, and the Committee keeps the
resourcing needs of the function under
regular review.
Internal Audit Plan
The Internal Audit function uses an
Enterprise Risk Assessment to provide
a risk-based audit plan for the approval
of the Committee. Engagements are
selected to provide coverage across the
highest-rated principal risks identified
by the Enterprise Risk Assessment and
to address requests from management,
the Committee and the Board. The
Committee reviewed and approved the
Internal Audit Plan at the Committee’s
meeting in September 2021.
During the period under review, Internal
Audit reported to the Audit Committee
regarding the following engagements:
Internal Audit
review Focus and key outcomes
Strategic
partnerships
Review of the process for
managing new strategic
partnership projects. The
recommendations helped
shape the frameworks for
managing projects and
assessing associated risk.
Matters
reserved
forthe Board
Review of the schedule of
matters reserved for the
Board. The review found
that the schedule was
substantially in compliance
with the relevant guidance
and requirements.
Committee
terms of
reference
Review of the terms of
reference of each of the
Board Committees. The
review found that the
terms of reference were
substantially in compliance
with the relevant guidance
and requirements.
Internal
controls over
financial
reporting
Audit of the internal
controls over financial
reporting, including
process-level controls,
entity-level controls and
IT general controls. The
recommendations focused
on improvements to IT
controls, segregation
of duties and control
documentation.
Development
cost
capitalisation
Review of the process
to measure and recognise
development costs.
The recommendations
focused on improvements
to capitalisation criteria
documentation and
time-tracking.
Manual
review
invitations
Review of the processes
relating to the restriction
of manual review invitations
to customers and the
approval of any exceptions.
The recommendations
focused on enforcing
relevant training, improving
the management of
access to relevant
administration tools and
formalising the exception
approval process.
95Governance
The Internal Audit function’s planned
audits for 2022 include:
– continuing audits relating to internal
controls over financial reporting,
including process, entity-level and
IT controls;
– a review of the security, confidentiality
and availability of the Trustpilot
platform, including a gap analysis
against SOC2 trust services criteria
and COSO principles;
– a review of the commercial lifecycle and
the upstream processes that impact
trust and content integrity, including
vetting and due diligence, contracting
and training; and
– a review of data privacy processes
relating to customer and consumer data.
Internal Audit effectiveness
The Internal Audit function was formed in
March 2021 and spent a proportion of 2021
establishing the Internal Audit Plan, Charter
and Policy. The Audit Committee will review
the effectiveness of the Internal Audit
function during the first half of 2022.
Systems of risk management
and internal control
The Board has overall responsibility for
risk management across the Group,
and is responsible for determining the
nature and extent of the principal risks
the Company is willing to take in order to
achieve its long-term objectives.
The Committee is responsible for keeping
under review the Company’s systems of
risk management and internal control and
provides the Board with an annual report
on their effectiveness.
Information on the Group’s principal and
emerging risks and a description of how
risk is identified, evaluated and managed
at Trustpilot is set out on pages 40 to 52
of the Strategic report.
The Committee receives regular updates
on work undertaken by the Risk and
Internal Audit functions to formalise the
Group’s internal controls.
A third-party consulting firm was engaged
to support the Risk function with their work
in building and developing the Group’s
internal controls over financial reporting
(ICFR) including establishing a roadmap
for the monitoring and oversight of these
controls within the Group’s governance,
risk and compliance solution.
Key controls have been identified and
tested in the following processes:
Annual review of the effectiveness
of the systems of internal control
The Committee supports the Board in its
annual review of the Company’s systems
of risk management and internal control.
The annual assessment was performed in
accordance with the FRC’s Guidance on
Risk Management, Internal Control and
related Financial and Business Reporting.
In making its recommendation to the
Board that the Group’s systems of risk
management and internal control are
effective, the Committee considered:
– the work and reporting of various
management representatives providing
detail and insight into specific areas of
first-line risk management and internal
control, including cyber security, IT
and commercial;
– the work of the Group’s Risk function
and risk management framework,
including the identification of risks,
mitigation measures implemented and
risk monitoring processes; and
– the work of the Group’s Internal
Audit function, including its report
on internal controls over financial
reporting; and the findings of the
Group’s External Auditor.
Further information on how the Group
manages risks, including information
on the key elements of the Group’s
systems of risk management and
internal control can be found on
pages 40 to 42.
Audit Committee report continued
Process Covering
Purchase to pay Vendor master data, invoice processing, payment processing,
and period-end processing
Record to report General ledger master data, accruals, period end closing and
management reporting activities
Order to cash Sales, contract management, pricing, invoice issuing, accounts
receivables, and collections
Hire to retire Recruitment, Human Resources, and payroll processes
Development costs Strategy and delivery, and capitalisation of projects
IT general controls IT processes supporting key IT systems including change
management, access management, backup and recovery, incident
management, vendor management and scheduled jobs
Entity-level controls Processes related to control environment, risk assessment,
control activities, information and communication, and
monitoring activities
The Committee received updates on this work and on progress made on the
ICFR in preparation for the UK Government’s proposed reforms to audit and
corporate governance.
96
Trustpilot Annual Report & Accounts 2021
Risk and compliance, speaking-
up and fraud
The Committee is responsible for
reviewing and approving the Company’s
Risk Plan and the policies, systems and
controls in relation to the prevention
of bribery and detection of fraud.
As part of the IPO process, PwC
made a number of recommendations
in relation to the Financial Position
and Prospects Memorandum. The
Committee has reviewed progress
against the actions arising from PwC’s
recommendations, and will continue to
oversee management’s work towards
their completion.
In 2020, management commissioned
an external third party to undertake an
independent fraud risk assessment. The
Risk function, working with management,
undertook an exercise to determine the
Group’s top fraud risks, based on impact
and likelihood, and developed an action
plan to mitigate these risks. As a result,
progress against the identified actions
were presented to the Audit Committee
in December 2021. The Committee was
satisfied with management’s plan to
mitigate the top fraud risks impacting
the Group, however it was determined
that particular focus was needed in the
areas relating to sales compliance and IT
general controls during 2022.
Trustpilot has formal policies and
measures in place to prevent bribery,
corruption and fraud. Employees are
further supported by the Group’s internal
Code of Ethics. In December 2021,
the Committee reviewed the Group’s
anti-bribery and corruption measures,
including the Group’s Anti-Bribery Policy
and Code of Ethics.
Speaking-Up
The Committee is responsible for the
review of the adequacy and security
of the Company’s whistleblowing
arrangements.
During the period, the Group’s
whistleblowing processes were improved
by the onboarding of a confidential
whistleblowing platform, which enables
anonymous reporting by employees. The
Group’s Speaking Up Policy is supported
by the platform, which provides for the
reporting of whistleblowing matters,
reporting legal and compliance concerns
and employee misconduct.
The Committee receives regular
updates on any reportable incidents,
whistleblowing incidents, and reports
on the awareness and use of the
whistleblowing platform.
The Company’s whistleblowing
procedures were updated during the
period and are compliant with the EU
Whistleblower Directive. No significant
whistleblowing incidents were reported
during the period.
Data and cyber-security
The Committee received a deep-dive
briefing on cyber security from the Chief
Information Security Officer, including an
update on the Group’s main information
security risk areas and the mitigations in
place for each risk.
The Committee requested a regular cyber
security dashboard to monitor trends and
mitigating actions from 2022.
The Company’s Anti-Bribery
Policy and Code of Ethics can be
found on the Company’s website,
investors.trustpilot.com
97Governance
“ The Committee has a
crucial role to play in
supporting the Board in
the Company’s vision to
be a universal symbol
of trust.”
Carolyn Jameson
Trust and Transparency Committee
Chair and Chief Trust Ofcer
I am pleased to present this report on
the work of the Trust and Transparency
Committee for the period from Admission
in March 2021 to 31 December 2021. The
Committee has met twice in the period.
The Committee’s role is to assist the
Board in the Company’s mission to be
the most trusted and most used reviews
platform in the world. The Committee is
responsible for establishing the policies
and procedures to embed trust and
transparency into the Group’s operations,
and to maintain the integrity of its
products and services.
The Committee has supported
management in developing the Trust and
Transparency function and increasing
its focus on customer service and
quality assurance. In February 2022, the
Committee undertook a deep-dive on
how the Company manages complaints
about reviews, and the detection and
handling of fake and misleading reviews.
The Board approved the Consumer
Trust Strategy in 2021, and progress
against the objectives of the Strategy
is reported to the Committee and in the
Chief Trust Officer’s reports to the Board.
Committee members
Carolyn Jameson (Chair)
Joe Hurd
Rachel Kentleton
Angela Seymour-Jackson
Tim Weller
Management made significant progress
against the key objectives of the Strategy
during 2021, particularly in the detection
of fake and misleading reviews, and
the Committee will continue to review
progress during 2022.
The Committee has undertaken an
evaluation process to assess its
effectiveness and to identify areas of
focus for 2022.
Additional information on the Company’s
work in relation to trust and transparency
can be found on pages 21 and 22 of the
Strategic report.
I hope that you find this report helpful
in understanding the work of the
Committee, and I welcome any feedback
from shareholders in relation to the
Committee and its activities.
Carolyn Jameson
Chair of the Trust and
Transparency Committee
22 March 2022
Trust and Transparency Committee Report
98
Trustpilot Annual Report & Accounts 2021
Committee key duties
The key responsibilities of the Committee include oversight of the following:
– Policies, procedures and working
practices to embed trust and transparency
across the Group
– Legislative and regulatory requirements
related to digital content and governance,
content integrity and safety, privacy
and security
– Consumer and customer cases to
consider if the decisions taken align to the
Company’s purpose, values and policies
– Publication of the Annual
Transparency Report
The Committee’s terms of reference can
be found on the Company’s website,
investors.trustpilot.com
Composition of the Committee
The Committee comprises Carolyn
Jameson (Chair of the Committee) and
four Non-Executive Directors: Tim Weller,
Joe Hurd, Rachel Kentleton and Angela
Seymour-Jackson. Joe Hurd joined the
Board and the Committee on 1 June
2021. The Deputy Company Secretary
is Secretary to the Committee.
Biographies of the Trust and
Transparency Committee members
can be found on pages74 to 77.
Management and other senior leaders
in the Group are invited to attend the
Committee to present on specific areas
of interest for the Committee. The
following individuals were invited to the
Committee during 2021 to present on
their areas of expertise:
– Chief Executive Officer
– VP Legal, Content Integrity & Privacy |
Data Protection Officer
– VP, Legal and Platform Integrity
– Senior Director, Content Integrity
– Head of Policy and Public Affairs
– Director of Communications
– Senior Legal Counsel, Platform Integrity
Meetings
The Committee meets routinely twice
per year, with additional meetings held to
discuss matters arising during the year.
Details of attendance at the Committee’s
meetings during 2021 can be found
on page 77. The Chair reports any key
matters discussed at meetings of the
Committee to the Board.
An agenda is prepared in advance of
each meeting and is reviewed by the
Chair of the Committee.
Committee evaluation
The Committee undertook an internally-
led evaluation which gathered feedback
from Committee members and those
regularly attending the Committee’s
meetings. The evaluation concluded that
the Committee was performing well.
Priorities and activities
during the period
The Committee’s main activities for the
period ended 31 December 2021 are
summarised below.
Policies, procedures and working
practices to embed trust and
transparency across the Group
One of the key areas of focus for
the Committee has been overseeing
management’s progress in reducing the
number of fake or misleading reviews
on the platform. The Committee has
overseen management’s efforts to
increase automated review collection
methods whereby consumers receive
an automatic, rather than a manually
triggered, invitation to submit a review.
The Committee has also encouraged
management in its use of technology to
detect and remove fake and misleading
reviews, and has seen good progress
in this area. Management reports to
the Committee on progress made on
initiatives to improve the integrity of the
platform, including consumer alerts,
investigations and actions taken,
including terminations and legal action.
Updates on litigations and disputes are
provided to the Committee and in the
Chief Trust Officer’s reports to the Board.
During the period, the Committee
received an update from the External
Communications function which provided
an analysis of sentiment, including
feedback on how the 2021 Transparency
Report was received by the market.
Further information on how we protect the
integrity of our platform can be found on
pages 21 and 22 of the Strategic report.
Legislative and regulatory
requirements related to digital content
and governance, content integrity and
safety, privacy and security
The Committee received updates from
management on key regulatory and
legislative developments in relation to data
privacy and technology, and considered
the management’s planning and readiness
for the upcoming changes. The Committee
receives updates from management on its
engagement with regulators, industry bodies
and other stakeholders in relation to content
integrity and other consumer facing digital
areas, including the UK Online Safety Bill
and the Digital Services Act.
Management provides the Committee with
updates on key privacy matters, including
updates on the wider privacy landscape,
processes and procedures in place to
prevent data breaches and updates on
any regulatory contact.
Consumer and customer cases to
consider if decisions taken align to the
Company’s purpose, values and policies
The Committee receives reports on key
content integrity data and trends, including
the number of flagged reviews, reasons
for flagged reviews and the time taken to
respond to customers and consumers.
The Committee discussed the reports with
management, including key trends and
the processes and procedures in place
to address any concerns. Management
reported to the Committee on key initiatives
to improve customer and consumer
experience and its focus for 2022.
Annual Transparency Report
The Committee is responsible for the
publication of the Company’s annual
Transparency Report. The Transparency
Report provides insight into the actions
that the Company is taking to protect
and promote trust online. The Committee
received updates on the preparation of the
Transparency Report, including key trends
and data for comparison to the prior year.
The Committee reviewed the Transparency
Report aheadof its publication.
Areas of
focus for 2022
– trust and transparency
initiatives;
– deep-dive on consumer
cases, including reviewing
decisions made and
outcomes; and
– reviewing the Committee’s
terms of reference and remit.
99Governance
“ The overarching objective
of Trustpilot’s Directors’
remuneration policy is to
promote the long-term
success of the Group”
Angela Seymour-Jackson
Remuneration Committee Chair
As the Chair of the Remuneration
Committee, I am pleased to present, on
behalf of the Board, our first Directors’
remuneration report since Admission on
26 March 2021.
In line with the UK reporting regulations,
this Directors’ remuneration report is split
into three sections:
– this annual statement, which
summarises the work of the Committee
and our approach to remuneration;
– the Directors’ remuneration policy for
the Company, which provides details
of Trustpilot’s approach to Directors’
remuneration and the parameters
within which we will implement our pay
arrangements going forward, and how
this links to our strategy; and
– the annual report on remuneration,
which sets out the remuneration
arrangements and incentive outcomes
for the year under review, and how
the Committee intends to implement
the new Directors’ remuneration
policy in 2022.
As 2022 will be the first full financial
year since our IPO, there will be two
remuneration-related resolutions at the
25 May 2022 AGM: (i) a binding vote on
the Directors’ remuneration policy; and
Committee members
Angela Seymour-Jackson
Claire Davenport
Rachel Kentleton
(ii) an advisory vote on both this annual
statement and the annual report on
remuneration.
The work of the Remuneration
Committee and our Directors’
remunerationpolicy
The year ended 31 December 2021 was
a transformational year for Trustpilot and
one which saw the Company complete
a successful IPO on the London Stock
Exchange. In anticipation of the IPO, a
comprehensive review was undertaken of
the existing senior executive remuneration
structure, including consideration of
how best to transition to a post-IPO
remuneration model.
In designing Trustpilot’s post-IPO
Directors’ remuneration policy, and
in planning for its implementation, we
have been careful to consider principles
of good governance and have taken
account of the provisions of the UK
Corporate Governance Code. The Code
will continue to be a key touchstone for
the Committee going forward. We have
also considered the views of institutional
shareholders and the guidance of the
major shareholder representative bodies.
Directors’ remuneration report
Annual statement from the Chair of
the Remuneration Committee
100
Trustpilot Annual Report & Accounts 2021
The overarching objective of Trustpilot’s
Directors’ remuneration policy is to
promote the long-term success of the
Group. This objective is underpinned by
the following guiding principles, which we
used to inform the design of the policy:
– arrangements should be clear, simple
and aligned with the interests of
shareholders and other stakeholders;
– a significant proportion of the package
should be linked to performance and
the KPIs of the Group;
– remuneration should be competitive
but not excessive and should be
sufficient to recruit, retain and motivate
individuals of the requisite calibre to
deliver long-term success; and
– the arrangements should support
Trustpilot’s culture and values.
A significant proportion of our workforce
has share interests acquired through our
broadly-based share plans:
– our warrants program, under which
market-value warrants held prior to
the IPO in the Company’s subsidiary,
Trustpilot A/S, were replaced by warrants
in the Company as part of the IPO
Restructuring (“Warrant Program”); and
– our Restricted Share Plan (“RSP”) and
Long-Term Incentive Plan (“LTIP”), each
established at the time of our IPO.
Peter Mühlmann (our CEO) also holds
shares in the Company and both
Executive Directors hold share interests
through the Warrant Program and LTIP
(see page 116 for details).
Taking account of these principles and
considerations, the proposed Directors’
remuneration policy provides a simple
and transparent structure comprising
salary, modest benefits, pension and,
subject to stretching performance
conditions, an annual cash bonus and
the LTIP. Incentive pay is subject to
withholding and recovery provisions,
and part of any annual bonus payment
for Executive Directors is deferred into
shares for a period of time. A post-vesting
holding period operates for the LTIP,
and significant in-employment and post-
cessation share ownership guidelines
also apply. These features enhance
the alignment of interests between our
Executive Directors and shareholders,
and contribute to an appropriate level
of riskmitigation.
Remuneration in FY21
While the Company was in private
ownership, senior executive packages
included the following elements: fixed
pay comprising a base salary, modest
benefits and pension contributions,
anda performance-related cash bonus
basedon targets set at the start of the
year and participation in our pre-IPO
Warrant Program.
The metrics for the 2021 annual bonus
plan operated without amendment for the
full year, including the period pre-IPO.
The bonus was based both on our main
annual recurring revenue (“ARR”) metric
(50% weighting) and key customer KPIs
(active consumers; active domains – 20%
weighting each) and our TrustScore
measure (10% weighting).
Our year-on-year performance showed
positive progress on each of these
measures, and accordingly resulted in
an annual bonus pay-out of 45.7% of
the maximum bonus opportunity for
the year. In line with our policy, 25% of
bonus outcomes (net of tax) for Executive
Directors is required to be deferred in
shares for two years. The Committee
considered that this was an appropriate
outcome having considered the
Company’s overall performance during
the year.
In 2021, we made our first annual
awards under our LTIP. The awards to
the Executive Directors (as detailed on
page 115) were made over shares worth
200% of salary at the time of award.
The performance metrics for these LTIP
awards were balanced between relative
TSR measured vs FTSE 250 constituents
(excluding investment trusts) (55%
weighting), growth in 3-year ARR (25%
weighting) and our TrustScore measure
over three years (20% weighting).
Implementation of the Directors’
remuneration policy in FY22
Our intention is to continue to operate our
Directors’ remuneration policy in 2022 in
a way that is closely aligned with how our
policy was applied in 2021.
The current salaries of the CEO and CFO
are DKK 4,159,778 and USD 458,350,
respectively. The salaries were set at the
time of the IPO and have been increased
by 3%, with effect from 1 January 2022,
in line with salary increases awarded to
the wider workforce.
The maximum annual bonus opportunity
for Executive Directors in 2022 will be
unchanged at 125% of salary, with
payment subject to the achievement
of challenging targets based again on
ARR, key customer KPIs and our
TrustScore measure.
The Executive Directors will also receive
further annual awards under the LTIP in
2022 on a similar basis to the awards
made in 2021.
As a Committee, each year we intend
to undertake a thorough examination of
whether our policy as currently structured
best supports the long-term development
of the business. The forward trajectory
for our business at Trustpilot remains
dynamic, and if it becomes appropriate
in due course to propose changes to
remuneration structures to better support
the growth being driven by our leadership
team, the Committee will do so. However,
we would only seek to make any changes
in the future which we believe are
measured and appropriate, and which
align to our wider culture.
Conclusion
We remain committed to a responsible
approach to executive pay, as I trust
this Directors’ remuneration report
demonstrates. The Committee recognises
the importance of developing a close
relationship with shareholders in
facilitating its work in developing our pay
arrangements. I am happy to meet or
speak with shareholders if there are any
questions or feedback on our approach to
executive remuneration or this report. I will
be attending the AGM on 25 May 2022 and
would welcome your questions – and you
can also contact me through our Company
Secretary, Carolyn Jameson.
I look forward to receiving your support
at the 2022 AGM.
Angela Seymour-Jackson
Chair of the Remuneration
Committee
22 March 2022
101Governance
At a glance
Summary of Executive Directors’ remuneration in FY21
ARR (50% weighting)
Active domains (20% weighting)
Active consumers (20% weighting)
TrustScore (10% weighting)
Peter Mühlmann
Hanno Damm
$0k
30m
50k 3.0
35m
70k
3.5
40m
90k
4.0
45m
110k
50m
130k
55m
150k
60m
170k 4.5
$300k $600k$100k $400k $700k $900k$200k $500k $800k $1000k
Base salary Benefits Pension Annual bonus
$882k
$639k
$120m
$125m
$130m
$135m
$140m
$145m
$150m
$155m
Threshold Threshold
ThresholdThreshold
Target Target
TargetTarget
Max Max
MaxMax
Actual Actual
ActualActual
Summary of FY21 annual bonus results
Directors’ remuneration report continued
102
Trustpilot Annual Report & Accounts 2021
Implementation of our Directors’ remuneration policy in 2022
Fixed pay Salary – CEO – DKK 4,159,778
– CFO – USD 458,350
Pension – CEO – 3% of salary
– CFO – 3% of salary
Benefits – Entitlement to private medical insurance, life insurance, and income protection
insurance, depending upon location
Annual bonus Maximum – CEO – 125% of salary per annum
– CFO – 125% of salary per annum
Performance measures – ARR (50% weighting); key customer KPIs (active consumers; active domains –
20% weighting each) and TrustScore measure (10% weighting)
Operation – 25% (net of tax) deferred into shares for two years
– Recovery and withholding provisions operate
Long-Term
Incentive Plan
Award level – CEO – 200% of salary per annum
– CFO – 200% of salary per annum
Performance measures – Relative TSR (55% weighting); growth in ARR (25% weighting);
TrustScore measure (20% weighting)
Operation – Performance measured over three years
– For Executive Directors, a two-year additional holding period applies to shares
acquired pursuant to vested awards (net of shares equal to any tax liability
and nominal cost of acquisition)
– Recovery and withholding provisions operate
Share ownership
guidelines
In-employment guideline – 200% of salary
Post-cessation guideline – 200% of salary to be held for two years post-employment
Our pay principles
Promotion of the long-term success of the Group
Clear and simple | Aligned with the interests of shareholders and other stakeholders |
Performance related and linked to our KPIs | Competitive but not excessive | Aligned with our culture and values
103Governance
Directors’
remuneration policy
This part of the Directors’ remuneration
report sets out the Directors’
remuneration policy for the Company,
which will be put to a binding shareholder
vote at the AGM on 25 May 2022 and
take formal effect from that date, subject
to shareholder approval. The policy will
formally apply for three years beginning
on the date of approval unless a new
policy is presented to shareholders in the
interim. Following approval, all payments
to Directors will be consistent with the
approved policy.
Considerations when
determining the Directors’
remuneration policy
The overarching objective of the Directors’
remuneration policy is to promote the
long-term success of the Group. In
seeking to achieve this objective, the
Remuneration Committee has taken
account of the following guiding principles:
– remuneration packages should be clear
and simple;
– arrangements should be closely aligned
with the interests of shareholders and
other key stakeholders;
– remuneration should align with, and
support, our values and our culture;
– a significant proportion of remuneration
should be based on performance-
related components, with potential
rewards subject to the achievement of
challenging performance targets based
on measures linked to the Group’s
KPIs and to the best interests of
stakeholders; and
– salaries and the overall level of potential
remuneration should be competitive
but not excessive when compared with
other companies of a similar size, scale
and geographical reach, and should be
sufficient to recruit, retain and motivate
individuals of the requisite calibre to
deliver long-term success.
In designing our policy for the period
from IPO, and in planning for its
implementation, the UK Corporate
Governance Code was a key touchstone
and the Remuneration Committee has
been careful to take full account of the
remuneration-related provisions in our
design considerations. With regard to
how we have sought to comply with the
six factors outlined in Provision 40 of
the Code for example, we believe the
following are worth noting in particular:
– Clarity – Our remuneration framework is
structured to support financial delivery
and the achievement of strategic
objectives, aligning the interests of
Executive Directors with those of our
shareholders. Our proposed policy
is transparent and has been well
communicated to our senior executive
team. It will be clearly articulated to
our shareholders and representative
bodies (both on an ongoing basis and
during consultation if any changes are
considered necessary).
– Simplicity – Our remuneration framework
has been designed to be straightforward
to communicate and operate.
– Risk – Our incentives have been
structured to ensure that they are
aligned with the Board’s system of
risk management and risk appetite.
Inappropriate risk-taking is discouraged
and mitigated through, for example:
– (i) the operation of arrangements
that provide an appropriate balance
of fixed pay to performance-related
incentive pay and through multiple
performance measures based on
a blend of financial and non-financial
targets;
– (ii) the deferral of a proportion of
annual bonus into shares and the
operation of a post-vesting holding
period for the LTIP;
– (iii) the operation of significant in-
employment and post-employment
shareholding guidelines; and
– (iv) the inclusion of robust recovery
and withholding provisions.
– Predictability – Our incentive plans are
subject to individual caps, with our share
plans also subject to market standard
dilution limits. The Committee has full
discretion to alter the pay-out level or
vesting outcome, to ensure payments are
appropriately aligned with the underlying
performance of the Company.
– Proportionality – Ensuring Executive
Directors are not rewarded for
failure underscores our approach to
remuneration (e.g. through the extent to
which we link the Executive Directors’
arrangements to building and maintaining
meaningful levels of shareholding;
through the link between the measures
we set for our incentive arrangements
and the KPIs of the Company; through
our ability and openness to the use
of discretion to ensure appropriate
outcomes; and through the structure
of our Executive Directors’ contracts).
There is a clear link between individual
awards, delivery of strategy and our
long-term performance. As mentioned
above, formulaic incentive outcomes are
reviewed by the Committee and may be
adjusted having consideration to overall
Group performance and wider workforce
remuneration policies and practices.
– Alignment to culture – Our Directors’
remuneration policy is aligned to
Trustpilot’s culture and values.
Specifically, the annual bonus and LTIP
currently include performance
measures based on Trustpilot’s own
TrustScore, which supports our focus
on living our values – including to act
‘Always with Integrity’ and be ‘Positively
Human’. The Committee strives to build
a sustainable performance culture at
the management level that can cascade
down throughout the Company. The
Board sets the framework of KPIs
against which we monitor the
performance of the Company, and the
Committee links the performance
metrics of our incentive arrangements
to those KPIs. We are also keen to
foster a culture of share ownership
throughout the Company and operate
broad participation share arrangements
in pursuit of this objective.
Directors’ remuneration report continued
104
Trustpilot Annual Report & Accounts 2021
Consideration of
shareholders’ views
The Committee is committed to an
ongoing dialogue with shareholders
and welcomes feedback on Directors’
remuneration. The Committee will seek
to engage appropriately with major
shareholders and their representative
bodies on changes to the policy. The
Committee will also consider shareholder
feedback received in relation to the
remuneration-related resolutions
each year following the AGM. This,
plus any additional feedback received
from time to time (including any
updates to shareholders’ remuneration
guidelines), will then be considered
as part of the Committee’s annual
review of remuneration policy and its
implementation.
The Committee also actively monitors
developments in the expectations of
institutional investors and considers good
practice guidelines from institutional
shareholders and shareholder bodies.
Consideration of
employment conditions
elsewhere in the Group
The Committee closely monitors the pay
and conditions of the wider workforce, and
the design of the Directors’ remuneration
policy is informed by the policy for
employees across the Group. The Chair of
the Committee is appointed as the
Company’s designated Workforce
Engagement Director pursuant to the UK
Corporate Governance Code, and the
Committee receives periodic updates on
remuneration arrangements, work culture
and employment conditions across the
Group from the Chief People Officer. While
during the year employees were not
directly consulted on the design of the
Directors’ remuneration policy (including
how executive remuneration aligns with
wider company pay policy), engagement
with all employees on workplace
conditions, such as remuneration and
job satisfaction, is sought through
broad-based internal surveys that are
run at least quarterly through a dedicated
third-party analytics and benchmarking
tool. Workforce engagement sessions
between Non-Executive Directors of the
Board (including the members of the
Remuneration Committee) and selected
groups of employees of varying seniority
were run during 2021 and beyond,
together with regular all-staff sessions
held with management. These measures
enable management and the Board to
understand the views of employees on
a variety of subjects and, where
requested, to clarify how executive pay
aligns to and supports our overall strategy
and aligns to remuneration policy for the
wider workforce.
Differences in pay policy
for Executive Directors in
comparison to employees
more generally
The overall approach to reward for
employees across the workforce is a
key reference point when setting the
remuneration of the Executive Directors.
As for the Executive Directors, general
practice across the Group is to recruit
employees at competitive market
levels of remuneration, incentives and
benefits to attract and retain employees,
accounting for national and regional
talent pools. When reviewing the
salaries of the Executive Directors, the
Committee pays close attention to pay
and employment conditions across
the wider workforce, and in normal
circumstances any increases in salaries
for Executive Directors will be no higher
than the average increase for the general
workforce. As is the case for our current
CEO and CFO, the pension contributions
for future Executive Directors will be
aligned to those for employees in the
locations where the individuals are
based. All permanent and certain other
employees are eligible to participate in
the annual business-wide bonus plan for
delivering exceptional performance, and
the corporate measures used for that
bonus are the same as those that apply
to the Executive Directors.
A culture of share ownership exists
acrossthe Group and 66% of employees
at 31 December 2021 held interests in the
Warrant Program, RSP, LTIP and/or shares.
The key difference between the
remuneration of Executive Directors
and that of our other employees is that,
overall, at senior levels, remuneration is
increasingly long term, and ‘at risk’ with
an emphasis on performance-related
pay linked to business performance and
share-based remuneration. This ensures
that remuneration at senior levels will
increase or decrease in line with business
performance and provides alignment
between the interests of Executive
Directors and shareholders. In particular,
performance-based long-term incentives
are provided only to the most senior
executives as they are reserved for those
considered to have the greatest potential
to influence overall levels of performance.
105Governance
Policy table for Executive Directors
The table below sets out the main components of the proposed Directors’ remuneration policy, together with further information on
how these aspects of remuneration operate, subject to approval by shareholders at the 2022 AGM. The Remuneration Committee
has discretion to amend remuneration to the extent described in the table and the written sections that follow it.
Component
Purpose and
link to strategy Operation Maximum opportunity
Performance
measures
Base
salary
To provide
competitive
fixed
remuneration.
To attract
and retain
Executives of
a high calibre.
Salaries are usually reviewed annually.
Salaries are typically set after considering:
– pay and conditions elsewhere in
the Group;
– overall Group performance;
– individual performance and experience;
– progression within the role; and
– competitive salary levels in companies of a
broadly similar size, scale and complexity.
While there is no prescribed maximum salary or
maximum increase, increases will normally be
in line with the typical range of salary increases
awarded (in percentage of salary terms) to the
wider workforce.
Larger salary increases may be awarded to take
account of individual circumstances, such as:
– where an Executive Director has been
promoted or has had a change in scope or
responsibility;
– where the Committee has set the salary of
a new hire at a discount to the market level
initially, a series of planned increases can be
implemented over the following few years to
bring the salary to the appropriate market
position, subject to individual performance; or
– where the Committee considers it appropriate
to adjust salaries to reflect the continuing
development of the Company. This may be
appropriate as the Company develops after
IPO but would normally only be considered:
(i) where adjustments would be made on
a phased basis; and (ii) after appropriate
consultation with leading shareholders.
Increases may be implemented over such time
period as the Committee deems appropriate.
Although there
are no formal
performance
conditions, any
increase in base
salary is only
implemented
after careful
consideration
of individual
contribution and
performance
and having due
regard to the
factors set out
in the Operation
column of
this table.
Benefits To provide
competitive
fixed
remuneration.
To attract
and retain
Executives of
a high calibre.
Executive Directors are entitled to benefits
including medical and life insurance and
income protection insurance, depending
on location.
Executive Directors will be eligible for any
other benefits which are introduced for the
wider workforce on broadly similar terms,
and other benefits might be provided
from time to time based on individual
circumstances and if the Committee decides
payment of such benefits is appropriate.
For external and internal appointments or
relocations, the Company may pay certain
relocation and/or incidental expenses
as appropriate (for up to two years from
recruitment).
Any reasonable business-related expenses
can be reimbursed (and any tax thereon met
if determined to be a taxable benefit).
Executive Directors will also be provided
with the opportunity to participate in any
all-employee share plan arrangements on the
same basis as other employees, should such
arrangements be established in the future.
As it is not possible to calculate in advance
the cost of all benefits, a maximum is not
pre-determined.
The maximum level of participation in any future
all-employee share plans will be the same limits
as are set for all colleagues.
Not applicable.
Directors’ remuneration report continued
106
Trustpilot Annual Report & Accounts 2021
Component
Purpose and
link to strategy Operation Maximum opportunity Performance measures
Pension To provide
employees
with long-term
savings to allow
for retirement
planning.
The Group may offer participation in a
pension plan for the jurisdiction in which they
are based or may permit Executive Directors
to take a cash supplement in lieu of pension
up to the same value.
The maximum pension
contribution or cash
allowance in lieu of
pension is limited to
the contribution level
available to colleagues
in the jurisdiction in
which the Executive
Director is based
(in percentage of
salary terms).
The current CEO and
CFO are both entitled
to contributions of 3%
of salary (with CFO
pension further capped
at US 401k limits).
Not applicable.
Annual
bonus
Rewards
achievement of
annual financial
and business
targets aligned
with the KPIs of
the Group.
Bonus deferral
encourages
long-term
shareholding
and
shareholder
alignment.
Awards are based on performance typically
measured over one year.
Any payment is discretionary and pay-out
levels are determined by the Committee after
the year end based on performance against
pre-set targets.
Bonus outcomes are normally paid in cash,
although 25% of any bonus outcomes (net of
tax) must be deferred into shares for a two-
year period.
Deferral operates by Executive Directors
purchasing shares with the after-tax value
of 25% of bonus outcomes, and those
shares remaining subject to a two year
holding restriction. This structure is used to
take account of local tax treatments in the
countries where the Executive Directors
are based.
Malus and clawback provisions apply to
annual bonus.
Maximum annual bonus
opportunity is 180% of
base salary p.a. for the
period of this Directors’
remuneration policy.
The current
maximum annual
bonus opportunity for
Executive Directors in
operation in respect
of financial year 2022
is 125% of base
salary p.a.
Targets are set annually with measures
linked to the Group’s strategy and
aligned with key financial, strategic and/
or individual targets.
The performance measures applied
may be financial or non financial,
corporate, divisional or individual, and in
such proportions as the Remuneration
Committee considers appropriate.
For 2022, the measures are ARR (50%
weighting), key customer KPIs (active
consumers; active domains – 20%
weighting each) and TrustScore
measure (10% weighting).
The Remuneration Committee would
expect to consult with its major
shareholders if it proposed changing
materially the current performance
measures applied for the annual bonus
(or the relative weightings between such
measures) in subsequent financial years.
A graduated scale of targets is set for
each measure, with no pay-out for
performance below a threshold level
of performance. Amounts ranging
from nil to up to 25% may be available
at threshold.
The Committee has discretion to amend
the vesting level should any formulaic
outcome not reflect the Committee’s
assessment of overall business
performance, including consideration
of shareholder experience.
107Governance
Component
Purpose and
link to strategy Operation Maximum opportunity Performance measures
Long-Term
Incentive
Plan
(‘LTIP’)
To incentivise
Executive
Directors,
and to deliver
genuine
long-term
performance-
related pay,
with a clear
line of sight
for Executives
and direct
alignment with
shareholders’
interests.
Awards will be in the form of nominal-cost
conditional shares or share options, or other
such form as has the same economic effect.
Awards will be granted with vesting
dependent on the achievement of
performance conditions set by the
Committee, with performance normally
measured over at least a three-year
performance period.
Shares acquired pursuant to the vesting
of awards (net of shares equal to any tax
liability and nominal cost of acquisition) will
be subject to a two-year holding period
following the end of the performance period.
To the extent awards vest, they may
accrue the benefit of dividends or dividend
equivalents during the vesting period.
Malus and clawback provisions apply to
LTIP awards.
The maximum LTIP
award is 300% of
salary in respect of
a financial year.
The current annual
award level for
Executive Directors in
operation is 200% of
salary in respect of a
financial year.
The number of
shares for awards
will be calculated
using a three-month
average price for the
Company’s shares
preceding the relevant
award date (unless the
Committee considers
this inappropriate for
any reason).
LTIP performance measures may
include, but are not limited to, financial,
TSR, strategic and ESG-related
objectives. For 2022, the measures
are relative TSR (55% weighting), ARR
growth (25% weighting) and TrustScore
measure (20% weighting).
The Committee retains discretion to set
alternative measures and weightings
for awards over the life of the Directors’
remuneration policy.
Targets are set and assessed by the
Committee in its discretion.
A maximum of 25% of any element
vests for achieving the threshold
performance target and 100% for
maximum performance.
The Committee has discretion to amend
the vesting level should any formulaic
outcome not reflect the Committee’s
assessment of overall business
performance, including consideration
of shareholder experience.
Non-
Executive
Directors’
fees
To attract
high-calibre
individuals and
to appropriately
reflect
knowledge,
skills and
experience.
Fees are normally reviewed annually taking
into account factors such as the time
commitment and contribution of the role and
market levels in companies of comparable
size and complexity.
The Chair of the Board is paid an all-inclusive
fee for all Board responsibilities.
Fees for the other Non-Executive Directors
may include a basic fee and additional fees
for further responsibilities (for example,
chairing of Board committees or holding the
office of Senior Independent Director).
The Company repays any reasonable
expenses that a Non-Executive Director
incurs in carrying out their duties as a
Director, including travel, hospitality-related
and other modest benefits and any tax
liabilities thereon, if appropriate.
In exceptional circumstances, if there is a
temporary yet material increase in the time
commitments for Non-Executive Directors,
the board may pay extra fees on a pro rata
basis to recognise the additional workload.
Non-Executive Directors cannot participate in
any new awards under the Group’s incentive
arrangements from IPO.
No prescribed
maximum fee or
maximum fee increase.
Increases will be
informed by taking
into account internal
benchmarks, such as
the salary increase for
the general workforce,
and will have due regard
to the factors set out in
the ‘Operation’ column
of this table.
Not applicable.
Policy table for Executive Directors continued
Directors’ remuneration report continued
108
Trustpilot Annual Report & Accounts 2021
Explanation of performance
measures chosen
Performance measures for the annual
bonus are selected annually to align
with the KPIs and prevailing strategic
imperatives of the Group, and the
interests of shareholders and other
stakeholders.
Financial measures (e.g. ARR) will normally
be used for a substantial element of the
bonus with any remainder based on key
strategic and/or personal objectives
designed to ensure that Executive
Directors are incentivised to deliver across
a range of objectives. ‘Target’ performance
is typically set in line with the business
plan for the year, with threshold to stretch
targets set around this based on a sliding
scale which takes account of relevant
commercial factors. Only modest rewards
are available for delivering threshold
performance levels, with rewards at
stretch requiring material outperformance
of the business plan. Details of the specific
measures used for the annual bonus in
2022 are set out in the policy table above
and in the annual report on remuneration.
Performance measures for the LTIP are
selected in order to provide a robust and
transparent basis on which to measure the
Group’s performance, to demonstrably
link remuneration outcomes to delivery of
the business strategy over the longer term,
and to provide strong alignment between
senior management and shareholders. In
achievement of these aims, LTIP awards
granted in 2022 will be based on relative
TSR (measured vs FTSE 250 constituents
(excluding investment trusts)), growth
in ARR, and our TrustScore measure.
However, the Directors’ remuneration
policy provides for Committee discretion
to alter the LTIP measures and weightings
to ensure theycan continue to facilitate
an appropriate measurement of
performance over the life of the policy,
taking account of any evolution in the
Group’s strategic ambitions.
When setting performance targets for
the bonus and LTIP, the Committee will
take into account a number of different
reference points, which may include the
Group’s business plans and strategy,
external forecasts and the wider
economic environment.
Flexibility, discretion
and judgement
The Committee operates the annual
bonus and LTIP according to the rules
of each respective plan which, consistent
with market practice, include discretion
in a number of respects in relation to
the operation of each plan.
Discretions include:
– who participates in the plan, the
quantum of an award and/or payment
and the timing of awards and/or
payments;
– determining the extent of vesting;
– treatment of awards and/or payments
on a change of control or restructuring
of the Group;
– whether an Executive Director or a
senior manager is a good/bad leaver
for incentive plan purposes and
whether the proportion of awards that
vest do so at the time of leaving or at
the normal vesting date(s);
– how and whether an award may be
adjusted in certain circumstances
(e.g. for a rights issue, a corporate
restructuring or for special dividends);
– what the weighting, measures and
targets should be for the annual bonus
plan and LTIP awards from year to year;
– the Committee also retains the ability,
within the Directors’ remuneration
policy, if events occur that cause it
to determine that the conditions set
in relation to an annual bonus plan or
a granted LTIP award are no longer
appropriate or unable to fulfil their
original intended purpose, to adjust
targets and/or set different measures
or weightings for the applicable annual
bonus plan and LTIP awards. Any such
changes would be explained in the
subsequent Directors’ remuneration
report and, if appropriate, be the
subject of consultation with the
Company’s major shareholders; and
– the ability to override formulaic
outcomes in line with the Directors’
remuneration policy.
All assessments of performance are
ultimately subject to the Committee’s
judgement. Any discretion exercised,
and the rationale, will be disclosed in
the annual remuneration report.
Malus and Clawback
Both the annual bonus plan and the LTIP
include provisions which enable the
Committee to recover or withhold value
from these incentive plans in the event
of certain defined circumstances (i.e. a
material misstatement of the Company’s
financial results, an error of calculation
(including on account of inaccurate or
misleading information) or in the event of
serious misconduct, serious reputational
damage or corporate failure).
Legacy arrangements
For the avoidance of doubt, in approving
this Directors’ remuneration policy,
authority is given to the Company to
honour any previous commitments
entered into with current or former
Directors (such as the payment of a
pension or the unwinding of legacy share
schemes or historic share awards granted
before the approval of this policy) that
remain outstanding.
Shareholding guidelines
In order to further align the Executive
Directors’ long-term interests with those
of shareholders, the Group operates
share ownership guidelines. The
guidelines provide that the Executive
Directors are required to build up
and maintain (as relevant) a level of
shareholding in the Group equivalent
in value to 200% of base salary. This
guideline will apply while in the role and
for a period of two years post cessation
of employment.
109Governance
$4,000k
$4,000k
$3,000k
$3,000k
$2,000k
$2,000k
$3,500k
$3,500k
$2,500k
$2,500k
$1,500k
$1,500k
$1,000k
$1,000k
$500k
$500k
$0k
$0k
Minimum
100%
$682
$1,360
$2,832
$3,494
50%
30%
20%
47%
24%
29%
24%
38%
19%
19%
On-target
Fixed pay Annual bonus LTIP 50% share price growth
Peter Mühlmann Chief Executive Ofcer Hanno Damm Chief Financial Ofcer
Maximum MaximumMaximum with
50% growth
Maximum with
50% growth
Fixed pay
Annual bonus (including
any amount deferred)
1
LTIP (annual award level)
2
Minimum performance
Fixed elements of remuneration
only – base salary (being the
salary effective from IPO in 2021,
estimate of benefits payable for
2022 and pension contributions of
3% of salary for the CEO and CFO
(with CFO pension further capped
at US 401k limits)).
No annual bonus award. No vesting.
Performance in line
with expectations
62.5% of salary awarded
for achieving target
performance.
20% of maximum award vesting
(equivalent to 40% of salary) for
achieving target performance.
Maximum performance 125% of salary awarded
for achieving maximum
performance.
100% of maximum award vesting
(equivalent to 200% of salary) for
achieving maximum performance.
Maximum performance
plus 50% share price
growth
100% of maximum award vesting
(equivalent to 200% of salary) for
achieving maximum performance,
plus hypothetical share price
growth of 50%.
1 Annual bonus includes amounts deferred into shares.
2 LTIP is measured at face value, i.e. no assumption for dividends or share price growth (other than in the fourth scenario).
Illustrations of application of the Directors’ remuneration policy
The charts below set out for the CEO and CFO an illustration of the application of the Directors’ remuneration policy set out above.
The chart shows the split of remuneration between fixed pay and annual bonus and LTIP on the basis of minimum remuneration,
remuneration receivable for performance in line with the Group’s expectations, maximum remuneration (not allowing for any share
price appreciation) and maximum remuneration (assuming 50% share price growth).
In illustrating the potential reward, the following assumptions have been made:
Directors’ remuneration report continued
Minimum
100% 51% 25% 20%
$487
$957
$1,976
$2,435
46%
38%
23%29%
30%
19%
19%
On-target
110
Trustpilot Annual Report & Accounts 2021
Recruitment remuneration
The Directors’ remuneration policy
aims to facilitate the appointment of
individuals of sufficient calibre to lead
the business, to execute the Group’s
strategy effectively and to promote the
long-term success of the Group for
the benefit of shareholders and other
stakeholders. When appointing a new
Executive Director, the Committee seeks
to ensure that arrangements are in the
best interests of the Group and not to
pay more than is appropriate.
The Committee will take into
consideration a number of relevant
factors, which may include the calibre
and experience of the individual, the
candidate’s existing remuneration
package, and the specific circumstances
of the individual, including the jurisdiction
from which the candidate was recruited.
When hiring a new Executive Director,
the Committee will typically align the
remuneration package with the above
policy. The Committee may include other
elements of pay which it considers are
appropriate; however, this discretion is
capped and is subject to the principles
and the limits referred to below.
– New Executive Directors will be offered
a basic salary which is appropriate and
necessary to secure the candidate,
taking into consideration a number
of factors, including external market
forces, the expertise, experience
and calibre of the individual and
their current level of pay. Where the
Committee has set the salary of a
new appointment at a discount to the
market level initially until established in
the role, they may receive an uplift or
a series of planned increases to bring
the salary to the appropriate market
position over time.
– For external and internal appointments,
the Committee may agree that the
Company will meet appropriate
relocation and/or incidental expenses
as appropriate (for up to two years
from recruitment).
– Annual bonus awards, LTIP awards and
pension contributions would not be in
excess of the levels stated in the policy
table above.
– Depending on the timing of the
appointment, the Committee may deem
it appropriate to set different annual
bonus performance conditions for the
first performance year of appointment.
An LTIP award can be made following
an appointment (assuming the
Company is not in a closed period).
– Where a position is filled internally, any
ongoing remuneration obligations or
outstanding variable pay elements shall
be allowed to continue according to the
original terms, adjusted as relevant to
take into account the appointment.
– In addition, the Committee may offer
additional cash and/or share-based
buyout awards when it considers
these to be in the best interests of the
Company (and therefore shareholders)
to take account of remuneration given
up at the individual’s former employer.
This includes the use of buyout awards
made under rule 9.4.2 of the Listing
Rules and/or buyout awards made
under the RSP (which is otherwise
closed to Executive Directors). Such
awards would represent a reasonable
estimate of the value foregone and
would reflect, as far as possible, the
delivery mechanism, time horizons and
whether performance requirements
are attached to the remuneration
elements considered in formulating
the buyout. Shareholders will be
informed of any such payments at the
time of appointment and/or in the next
published annual report. However, for
the avoidance of doubt, the value of
buy-out awards is not capped.
– For the appointment of a new Chair of
the Board or Non-Executive Director,
the fee arrangements would be set
in accordance with the approved
Directors’ remuneration policy.
Service contracts and letters
of appointment
The Company’s policy is that Executive
Directors should normally be employed
under rolling service contracts with notice
periods of either 12 months (from each
party) or 6 months (from each party).
All Non-Executive Directors have letters
of appointment for an initial term of three
years which may be terminated earlier
by the giving of three months’ notice
by either party. Chair of the Board and
Non-Executive Director appointments are
subject to Board approval and re-election
by shareholders at each annual general
meeting. Mohammed Anjarwala and
Ben Johnson are appointed to the Board
as shareholder-appointed Directors
for Sunley House Capital and Vitruvian
Partners, respectively.
Copies of Executive Directors’ service
contracts and Non-Executive Directors’
letters of appointment are available for
inspection at the Company’s registered
office during normal hours of business
and at the 2022 AGM.
111Governance
Payments for loss of ofce
The principles on which the determination of payments for loss of office will be approached are set out below:
Policy
Payment in
lieu of notice
The contracts of Executive Directors can be terminated with immediate effect with or without cause by making a
payment in lieu of notice of salary and benefits, including pension contributions, private medical insurance and life
assurance (or a payment equivalent to the cost of such benefits), but excluding any bonus. For the CEO, if payment
in lieu of notice is paid in instalments, such payments will be subject to the principles of mitigation. There are no
obligations to make payments beyond those disclosed elsewhere in this report.
Annual bonus Normally, no annual bonus will be paid to an Executive Director who has either left the business or is under notice
at the time of bonus payment. However, for a “good leaver”, some bonus may be payable at the discretion of the
Committee on an individual basis dependent on a number of factors, including the circumstances of the individual’s
departure and their contribution to the business during the annual bonus period in question. Any annual bonus
award amounts paid will normally be pro-rated for time in service during the annual bonus period and will, subject
to performance, be paid at the usual time (although the Committee retains discretion to pay the annual bonus
award earlier in appropriate circumstances). Any bonus earned for the year of departure and, if relevant, for the
prior year may be paid wholly in cash at the discretion of the Committee.
On a change of control, annual bonuses will either continue for the full year or a pro-rata bonus may be paid out to
the time of completion.
LTIP The extent to which any unvested award will vest will be determined in accordance with the rules of the LTIP.
Any outstanding awards will ordinarily lapse, however in ‘good leaver’ cases the default treatment is that awards will
vest subject to the original performance condition and time proration and the holding period will normally continue
to apply. For added flexibility, the LTIP rules allow for the Committee to decide not to pro-rate (or pro-rate to a
different extent) if it decides it is appropriate to do so, and to allow vesting to be triggered at the point of leaving by
reference to performance to that date, rather than waiting until the end of the performance period if the Committee
so decides.
On a change of control, any vesting of awards will be subject to assessment of performance against the
performance conditions and will normally be pro-rated.
Mitigation The Remuneration Committee strongly endorses the principle of mitigating any loss on early termination and will
seek to reduce the amount payable on termination where it is possible and appropriate to do so. The Committee
will also take care to ensure that, while meeting its contractual obligations, poor performance is not rewarded.
Buy-out
awards
Where a buy-out award is made, then the leaver provisions would be determined at the time of the award.
Other
payments
The Group may pay outplacement and professional legal fees incurred by Executives in finalising their termination
arrangements, where considered appropriate, and may pay any statutory entitlements or settle compromise claims
in connection with a termination of employment, where considered in the best interests of the Company.
Where the Committee retains discretion it will be used to provide flexibility in certain situations, taking into account the particular
circumstances of the Director’s departure and performance.
External appointments
The Company recognises that its Executive Directors may be invited to become non-executive directors of other companies and
that such external appointments can broaden their experience and knowledge to the potential benefit of Trustpilot. Subject to
approval by the Board, Executive Directors are allowed to accept non-executive appointments, provided that these appointments
are not likely to lead to conflicts of interest. The Committee will consider its approach to the treatment of any fees received by
Executive Directors in respect of external non-executive roles as they arise.
Directors’ remuneration report continued
112
Trustpilot Annual Report & Accounts 2021
Annual report on
remuneration
Role and composition of the
Remuneration Committee
The Board is ultimately accountable for
executive remuneration and delegates
this responsibility to the Remuneration
Committee. The Committee is
responsible for developing and
implementing a remuneration policy
that supports the Group’s strategy and
for determining the Executive Directors’
individual packages and terms of service
together with those of the other members
of senior management (including the
Company Secretary). When setting
the remuneration terms for Executive
Directors, the Committee reviews and has
regard to workforce remuneration and
related policies, and takes close account
of the remuneration-related provisions
of the UK Corporate Governance Code,
including the requirements relating
to clarity, simplicity, risk mitigation,
predictability, proportionality and
alignment to culture.
The Committee is formally constituted and
operates on written terms of reference,
which are available on the Company’s
website at investors.trustpilot.com.
The Committee currently comprises
Angela Seymour-Jackson (Chair), Rachel
Kentleton and Claire Davenport, who
were members throughout the period
between the IPO and 31 December 2021.
Details of attendance at meetings during
the period following Admission are set
out on page 77.
Attendance at meetings is also extended
by invitation of the Committee to the
Chair of the Board, CEO, CFO, Chief
People Officer and the Company
Secretary, as required, who are consulted
on matters discussed by the Committee,
unless those matters relate to their own
remuneration. The Deputy Company
Secretary acts as secretary to the
Committee. Advice or information is also
sought directly from other employees
where the Committee feels that such
additional contributions will assist the
decision-making process.
The Committee is authorised to take
such internal and external advice as it
considers appropriate in connection
with carrying out its duties, including
the appointment of its own external
remuneration advisors. During the year,
the Committee was assisted in its work
by FIT Remuneration Consultants LLP.
FIT was appointed in September 2019
following a tender process and has
provided advice in relation to general
remuneration matters and the design
of the Directors’ remuneration policy.
Fees paid to FIT in relation to advice
provided to the Committee during the
year to 31 December 2021 and following
the IPO were £105,741 (excluding VAT),
charged on a time/cost basis. FIT
did not provide any other services to
the Company. FIT is a member of the
Remuneration Consultants Group and,
as such, voluntarily operates under the
code of conduct in relation to executive
remuneration consulting in the UK. The
Committee is satisfied that the advice
they received from FIT was objective
and independent.
The Committee considered the following
main items during the period between the
IPO and 31 December 2021:
– preparation of the Directors’
remuneration policy for approval by
shareholders at the 2022 AGM;
– review and approval of the
remuneration packages for our current
Executive Directors and Executive
Committee members;
– setting of annual bonus and long-term
incentive plan targets for 2022;
– monitoring of external market practice
and developments in the governance
expectations of institutional
shareholders and shareholder
representative bodies; and
– determining the bonus outcomes
under the FY21 bonus plan.
The information that follows has
been audited (where indicated)
by the Company’s auditors,
PricewaterhouseCoopers LLP.
113Governance
Single total gure of remuneration for each Director (audited)
The table below reports the total remuneration receivable by those Directors who performed qualifying services during the period
from incorporation of the Company on 8 February 2021 to 31 December 2021. No prior year comparison has been provided as the
Company was not in existence at that time.
Base
salary/Fees
$000
Benefits
1
$000
Annual
bonus
2
$000
Long-term
incentives
3
$000
Pension
4
$000
Total
$000
Total
fixed
$000
Total variable
$000
Executive Directors
Peter Mühlmann 555 0 310 – 17 882 572 310
Hanno Damm 393 19 219 – 8 639 420 219
Non-Executive Directors
Tim Weller 226 – – – – 226 226 –
Angela Seymour-Jackson 86 – – – – 86 86 –
Claire Davenport 76 – – – – 76 76 –
Rachel Kentleton 88 – – – – 88 88 –
Joe Hurd 52 – – – – 52 52 –
Mohammed Anjarwala
5
– – – – – – – –
Ben Johnson
5
– – – – – – – –
Total 1,476 19 529 – 25 2,049 1,520 529
1 Non-salary benefits included the provision of a company-paid telephone and, for Hanno Damm, life and health insurances.
2 The annual bonus pay-out was based on an outcome of 45.7% of the maximum bonus opportunity. Further details on how this pay-out was determined are set
out below.
3 No long-term incentives were capable of vesting for performance ending in the period. Tim Weller, Peter Mühlmann, Hanno Damm and Angela Seymour-Jackson
were each granted warrants in Trustpilot A/S in February 2021. Details of all awards under the Warrant Program are more fully described on page 116. As the February
2021 awards were market-value warrants, the warrants had no intrinsic value at the time of award which needs to be recognised in the single total figure table.
4 The amount of employer contribution based on a fixed percentage of base salary.
5 Mohammed Anjarwala and Benjamin Johnson are shareholder-appointed Directors and do not receive any fee in respect of their appointment as Non-Executive Directors.
Directors’ remuneration report continued
114
Trustpilot Annual Report & Accounts 2021
Annual bonus for the year ending 31 December 2021 (audited)
For FY21, Executive Directors were eligible for an annual discretionary cash bonus, whereby performance objectives were
established at the beginning of the financial period by reference to suitably challenging corporate goals over the 12-month period.
These comprised targets based on a mix of financial and strategic non-financial performance measures. The performance-related
outcomes were as follows:
Metric
Weighting
(% of max
bonus)
Threshold (25%
of max)
Target (50% of
max) Max
Actual
Performance
Pay-out
(% of max)
2
Outcome
(% of weighting
for this metric)
ARR (USD m) 50% 131 144 153 145.6
1
58.8% 29.4%
Active consumers (m) 20% 40 45 55 40.5 27.4% 5.5%
Active domains (‘000) 20% 80 100 150 84.4 30.5% 6.1%
TrustScore 10% 3.50 4.10 4.30 4.03 47. 5% 4.7%
Total 45.7%
1 For the purposes of measuring the ARR metric and to maintain consistency, the exchange rates used in setting the target were used in measuring the actual
performance against that target. Accordingly, the ARR figure reported here differs from ARR reported elsewhere in this annual report.
2 During the year, the maximum bonus opportunity increased from 100% to 125% of salary from the point of IPO. The aggregate annual bonus payout for the Executive
Directors shown in the single total figure of remuneration table represents c.56% of their aggregate salaries for the period from incorporation of the Company on
8 February 2021 to 31 December 2021.
LTIP awards with performance periods ending in the year (audited)
There were no long-term incentive awards capable of vesting in relation to performance during the year.
LTIP awards granted in the year (audited)
Executive Date of grant Type of award
1
Face value of award Number of shares
2
End of performance period
Peter Mühlmann 31 March
2021
Nominal-cost
conditional awards
GBP 935,981
(200% of salary)
353,200 March 2024
3
Hanno Damm 31 March
2021
Nominal-cost
conditional awards
GBP 647,179
(200% of salary)
244,218 March 2024
3
1 The exercise price of awards granted during the year is GBP 0.01 per share.
2 The number of shares under award was determined using the IPO offer price of GBP 2.65 and rounded down to the nearest whole share.
3 The TSR metric is measured over three years from the date of Admission; the ARR growth and TrustScore metrics are measured over a period of three financial
years ending 31 December 2023.
These awards vest based on performance against the following targets. Vesting between threshold and maximum is on a
straight-line basis.
Performance measure Relative TSR ARR TrustScore
Basis of measurement
TSR relative to FTSE 250
constituents (excluding
investment trusts)
Compound annual growth rate
(“CAGR”)
Average TrustScore
Threshold (25% vesting) Median 20% 3.5
Maximum Upper quartile 30% 4.2
Payments for loss of ofce and to past Directors (audited)
No such payments were made during the year.
115Governance
Statement of Directors’ shareholding and share interests (audited)
The following table shows the interests of Directors and their connected persons in the Company’s ordinary shares as at
31December 2021.
Number of
shares owned
outright
(including
connected
persons)
Unvested LTIP
awards subject
to performance
conditions
Vested
warrants, not
subject to
performance
conditions
Unvested
warrants, not
subject to
performance
conditions
Shareholding as
a % of salary at
31December 2021
2
Shareholding
guideline as
a % of salary
Shareholding
guideline met?
Peter Mühlmann 8,624,460
1
353,200 3,329,820 5,866,458 7,4 54% 200% Yes
Hanno Damm – 244,218 2,671,656 2,953,002 1,194% 200% Yes
Tim Weller 2,795,364 – 582,426 539,760 N/A N/A N/A
Angela Seymour-Jackson 2,980 – 351,000 195,000 N/A N/A N/A
Claire Davenport – – – – N/A N/A N/A
Rachel Kentleton 13,593 – – – N/A N/A N/A
Joe Hurd – – – – N/A N/A N/A
Mohammed Anjarwala
3
– – – – N/A N/A N/A
Ben Johnson
4
– – – – N/A N/A N/A
1 Comprising 4,480,632 shares held personally by the CEO and 4,143,828 shares held through a holding company wholly owned by him.
2 Comprising the value of shares owned outright and vested warrants as at 31 December 2021, calculated by multiplying the number of each by the closing share
price on 31 December 2021 and, in the case of the vested warrants, deducting the aggregate warrant exercise price (being £635,395 for Peter Mühlmann and
£716,252 for Hanno Damm) and the maximum tax and social security liabilities that would have been incurred if the vested warrants had been exercised.
3 Mohammed Anjarwala is a shareholder-appointed Director for Sunley House Capital, which beneficially held 21,593,421 shares in the Company as at
31 December 2021.
4 Ben Johnson is a shareholder-appointed Director for Vitruvian Partners, which beneficially held 37,544,546 shares in the Company as at 31 December 2021.
There have been no changes to the interests shown in the table above between 31 December 2021 and the date of signing of these
financial statements and reports, other than time-based vesting of warrants in accordance with their terms as follows:
– Peter Mühlmann – an additional 146,250 warrants have vested;
– Hanno Damm – an additional 82,836 warrants have vested;
– Tim Weller – an additional 116,142 warrants have vested; and
– Angela Seymour-Jackson – an additional 97,500 warrants have vested.
Legacy share schemes
As set out in the Prospectus, the Executive Directors, the Chair and the Senior Independent Director and various employees
participated in a reasonably typical warrants program during the period prior to Admission, in which warrants were granted at
market value by the Company’s subsidiary, Trustpilot A/S (the former parent company of the Trustpilot group prior to the IPO). These
arrangements are not part of the post-IPO Directors’ remuneration policy. The warrants granted were subject to vesting periods
dependent on continued employment with vesting schedules over periods of typically four years from the relevant award date.
On 26 March 2021, immediately prior to Admission, all warrants held in Trustpilot A/S were replaced by warrants in the Company
as part of the IPO Restructuring (together with an exchange of the shares in Trustpilot A/S for shares in the Company). The terms of
the Warrant Program of the Company preserve the same substantive elements and economic drivers as the replaced warrants in
Trustpilot A/S, including vesting dates. Vesting was not accelerated as part of the IPO.
Director
Warrants held
at 8 Feb 2021
1
Warrants granted
in the year
1, 2
Warrants
exercised
in the year
1
Total warrants at
31 Dec 2021
1
Vested warrants
at 31 Dec 2021
1
Unvested
warrants
at 31 Dec 2021
1
Tim Weller 2,808,000 234,000 1,919,814
3
1,122,186 582,426 539,760
Peter Mühlmann 8,456,058 975,000 234,780
4
9,196, 278 3,329,820 5,866,458
Hanno Damm 7,547,670 4 87,50 0 2,410,512
5
5,624,658 2,671,656 2,953,002
Angela Seymour-Jackson 390,000 156,000 0 546,000 351,000 195,000
Directors’ remuneration report continued
116
Trustpilot Annual Report & Accounts 2021
1 On 26 March 2021, warrants in Trustpilot A/S were replaced by warrants in the Company in the ratio 1:78. In order to provide a consistent basis of calculation of warrant
interests since the Company’s incorporation on 8 February 2021, the table reflects both warrants in Trustpilot A/S and the Company, and the numbers of warrants
granted, held and exercised in Trustpilot A/S prior to 26 March 2021 have been multiplied by 78 accordingly.
2 Comprises warrants in Trustpilot A/S that were granted on 22 February 2021.
3 Comprises 20,780 warrants that were exercised on 3 March 2021 at an aggregate exercise price of DKK 2,035,505, and 3,833 warrants that were exercised on 12 March
2021 at an aggregate exercise price of DKK 1,113,448. The resulting 24,613 shares in Trustpilot A/S were exchanged for 1,919,814 shares in the Company on 26 March
2021 and were not sold in the IPO.
4 Comprises 3,010 warrants in Trustpilot A/S that were exercised on 12 March 2021 at an aggregate exercise price of DKK 606,726. The resulting 3,010 shares in
Trustpilot A/S were exchanged for 234,780 shares in the Company on 26 March 2021 and were not sold in the IPO.
5 Comprises 2,410,512 warrants in the Company that were exercised on 26 March 2021. The resulting 2,410,512 shares in the Company were immediately sold in the IPO
at the offer price of £2.65 per share, resulting in sale proceeds of £5.8m (after deduction of the aggregate warrant exercise price of £587,040, but before fees, taxes and
social security contributions).
Total shareholder return performance graph
The graph below shows the value at 31 December 2021 of £100 invested in the Company on 23 March 2021 (i.e. the date of
conditional trading on the London Stock Exchange) compared to the value of £100 invested in the FTSE 250 Index (excluding
investment trusts), making the assumption that dividends are reinvested to purchase additional equity.
The FTSE 250 Index (excluding investment trusts) has been selected as a comparator due to the Company being a constituent.
This allows comparison of the Company’s performance against the performance of the Index as a whole.
80
90
100
110
120
130
23/03/21 31/12/21
Trustpilot
Return Index, rebased to 100 at 23 March 2021
FTSE 250 (excluding Investment Trusts)
CEO’s remuneration
The total remuneration figure for the CEO in 2021 is shown in the table below, along with the value of bonuses paid, and LTIP vesting,
as a percentage of the maximum opportunity. This table will build up to show ten years’ worth of data over time.
Year CEO
CEO single figure of
total remuneration
$000
Annual bonus pay-out
% of maximum
LTIP vesting
% of maximum
2021 Peter Mühlmann 882 45.7% N/A
Total remuneration is the figure for the period from incorporation of the Company on 8 February 2021 to 31 December 2021, as shown in the single total figure of
remuneration table; and no LTIP awards were eligible to vest during the period.
Percentage change in remuneration of Directors in comparison to other employees
As this is the first period reported since listing it is not possible to provide meaningful year-on-year comparative data. However,
full disclosure of the movements will be provided in future remuneration reports.
117Governance
Relative importance of spend on pay
As this is the first period reported since listing there is no disclosure relating to the percentage change in dividend distributions
between 2020 and 2021. However, full disclosure of the year-on-year movement will be provided in future remuneration reports.
CEO to employee pay ratio
During 2021, the average number of UK employees of the Company was not more than 250 and accordingly the Company is not
required to provide CEO to employee pay ratio information. If in future years the Company meets the qualifying condition then this
information will be produced.
Executive Directors’ service contracts
The table below summarises key details in respect of the Executive Directors’ contracts:
Date of joining Trustpilot Group
Date of service contract
relating to the Company Notice period (from either party)
Peter Mühlmann 1 April 2007 23 March 2021 12 months
Hanno Damm 1 January 2016 23 March 2021 6 months
Non-Executive Directors’ letters of appointment
The table below summarises key details in respect of the Non-Executive Directors’ letters of appointment:
Date of joining Trustpilot Group
Date of appointment to the
Board of the Company Notice period (from either party)
Tim Weller 1 February 2013 23 February 2021 3 months
Angela Seymour-Jackson 1 March 2019 23 February 2021 3 months
Claire Davenport 23 February 2021 23 February 2021 3 months
Rachel Kentleton 23 February 2021 23 February 2021 3 months
Joe Hurd 1 June 2021 1 June 2021 3 months
Mohammed Anjarwala
1
4 March 2019 23 February 2021 3 months
Ben Johnson
1
20 May 2015 23 February 2021 3 months
1 Mohammed Anjarwala and Benjamin Johnson are shareholder-appointed Directors. The relevant shareholder may direct that the Company remove its appointed
director within 10 business days.
External appointments
Neither Peter Mühlmann nor Hanno Damm are currently appointed as a Non-Executive Director of any company outside the Group
other than entities to which they are connected and for which they receive no remuneration.
Implementation of Directors’ remuneration policy for 2022
Basic salary
The Committee reviews the Executive Directors’ base salaries on an annual basis. Salaries were set at IPO and have been increased
by 3% for 2022. Base salaries effective from 1 January 2022 are set out below.
Base salary from Admission
(annual rate) Base salary 2022 Increase
Peter Mühlmann DKK 4,038,619 DKK 4,159,778 3%
Hanno Damm USD 445,000 USD 458,350 3%
Benets and pension
No changes are proposed to the provision of pension and benefits for 2022. Executive Directors will continue to be entitled to
receive benefits that include private medical and life insurance, and will continue to receive pension contributions equal to 3% of
salary for the CEO and CFO (with CFO pension further capped at US 401k limits), in line with the Directors’ remuneration policy.
Directors’ remuneration report continued
118
Trustpilot Annual Report & Accounts 2021
Annual bonus
The maximum opportunity under the annual bonus plan will be 125% of base salary for both Executive Directors. 25% of the total
bonus payment (net of tax) must be used to acquire shares in the Company which are required to be held for two years.
Bonuses will be based on ARR (50% weighting); key customer KPIs (active consumers; active domains – 20% weighting each) and
TrustScore measure (10% weighting). The Committee has chosen not to disclose, in advance, the detailed performance targets for
the forthcoming year as these include matters which the Committee considers commercially sensitive. Retrospective disclosure
of the performance against the targets will be made in next year’s annual report on remuneration to the extent the targets are not
considered to be commercially sensitive at that time.
LTIP
Similar to the approach in 2021, it is intended to make LTIP awards in 2022 to the Executive Directors over shares worth 200% of salary
at the time of award. The performance metrics for these LTIP awards will again be balanced between relative TSR measured vs FTSE 250
constituents (excluding investment trusts) (55% weighting), growth in 3-year ARR (25% weighting) and our TrustScore measure over three
years (20% weighting).
The awards will vest based on performance against the following targets:
Performance measure Relative TSR ARR TrustScore
Basis of measurement TSR relative to FTSE 250 constituents
(excluding investment trusts)
Compound annual growth rate
(“CAGR”)
Average TrustScore
Threshold Median (25% vesting) 20% (25% vesting) 3.5 (0% vesting)
Maximum Upper quartile 30% 4.2
The TSR metric will be measured over three years from the relevant date of award; the ARR growth and TrustScore metrics will be
measured over a period of three financial years ending 31 December 2024. The TSR and ARR growth metrics will vest on a straight-
line basis between the threshold and maximum targets; and the TrustScore target will be stepped between 3.5 and 3.75 (at which
level 50% of the metric can vest), and thereafter it will be measured on a straight-line basis up to the maximum.
The number of ordinary shares in the Company over which the LTIP awards are granted will be based on the average of the closing
middle market quotations during the three-month period preceding the relevant date of award (unless the Committee considers this
inappropriate for any reason).
Non-Executive Directors’ fees
Non-Executive Directors’ fees for 2022 remain unchanged since Admission, and are as follows:
£000
Chair £200
Base fee
1
£65
Senior Independent Director fee
2
£10
Audit Committee chair fee £10
Remuneration Committee chair fee £10
Trust and Transparency Committee chair fee
3
£10
1 Mohammed Anjarwala and Benjamin Johnson are shareholder-appointed Directors and do not receive any fee in respect of their appointment as
Non-Executive Directors.
2 Angela Seymour-Jackson will receive £75,000 in aggregate.
3 The fee does not apply to the current chair of the Trust and Transparency Committee, Carolyn Jameson, who is not a Director of the Company.
On behalf of the Board
Angela Seymour-Jackson
Chair of the Remuneration Committee
22 March 2022
119Governance
Directors’ report
The Directors’ report for Trustpilot Group plc for the period
ended 31 December 2021 is set out on pages 120 to 122.
The following additional information is incorporated by
reference into this report, including information required in
accordance with the Companies Act 2006 and rule 9.8.4R of
the Listing Rules. The Governance report comprising pages
70 to 123 is incorporated by reference and should be read as
part of this report.
Disclosures required under Listing Rule 9.8.4R
Section Information required Page
1 Capitalised interest n/a
2 Unaudited financial information 137 – prior period
comparatives
4 Long-term incentive schemes 100 to 119
5 – 11 Miscellaneous n/a
12 and
13
Waiver of dividends n/a
14 Agreements with controlling
shareholders
n/a
Information required in accordance with the Companies Act 2006
Information Page reference
Results and financial
position for the period to
31 December 2021
Financial review pages
34 to 38
Principal risks and
uncertainties
Risk management pages
42 to 52
Engagement with employees People and culture pages
54 to 60, 66, 80 and 105
Engagement with suppliers,
customers and others
Trust and transparency in
action pages 21 and 22
Sustainability pages 53 to 64
Our stakeholders page 66
Board and stakeholder
engagement pages 79 to 81
Financial risk management Financial statements – Note
23 Financial risk management
pages 165 to 166
Going concern Financial review pages
37 and 38
Greenhouse gas emissions Environment pages 61 and 62
Likely future developments Chief executive’s review pages
14 to 19
Post-balance sheet events n/a
Research and development Financial statements, note 2.6
on page 140 and note 12 on
pages 156 and 157
Sustainability Sustainability pages 53 to 64
Directors
Appointment and replacement of Directors
Information on the Directors of the Company can be found on
pages 74 to 76. Each of the Directors will offer themselves for
election at the Company’s AGM. The process for the appointment
and replacement of Directors is determined by the Company’s
Articles of Association, the 2018 UK Corporate Governance
Code, the Companies Act 2006 and related legislation.
Directors’ service contracts and remuneration
Details of the Directors’ service contracts and remuneration
can be found in the Directors’ Remuneration Report on pages
100 to 119.
Directors’ interests
Details of the Directors’ interests in the shares of the
Company can be found on pages 116 and 117 of the Directors’
remuneration report.
Directors’ indemnities and insurance
The Company has granted an indemnity to each of its Directors,
to the extent permitted under the Companies Act 2006, in respect
of liabilities arising out of, or in connection with, their positions
with the Group. These indemnities were in force throughout the
tenure of each Director and remain in force as at the date of this
report. The Company maintains directors’ and officers’ liability
insurance for the Directors and the Company Secretary.
Powers of the Directors
The powers of the Directors are determined by Company’s
articles of association, the Companies Act 2006 and relevant
UK legislation. The Directors manage the day-to-day business
of the Group and may exercise all the powers of the Company
provided that the articles of association or relevant legislation do
not require that any powers must be exercised by the members.
Employees
Information on employees and employee engagement can be
found on pages 54 to 60 and 66 of the Strategic report and
information on the Board’s engagement with employees can be
found on page 80 and 105 of the Governance report. We are
focused on ensuring equal opportunities for all as well as
identifying where inequity exists. This means working with our
employees to understand any challenges faced, as well as
building more awareness of the different lived experiences of
people. This allows Trustpilot as a business to understand where
more attention and action is needed to ensure every person who
works with us, as well as those who want to work with us have
equal opportunities across all elements of the employee and
recruitment lifecycle. This is continuous learning and we are early
in our journey but we have made good progress in recent years.
Additional information on diversity, equity and inclusion at
Trustpilot can be found on pages 54 and 55.
120
Trustpilot Annual Report & Accounts 2021
When recruiting for roles, Trustpilot welcomes applications
from all individuals, regardless of age, disability, gender identity,
marital status, race, ethnicity, faith or belief, sexual orientation,
socio-economic background, veteran status, or whether you’re
pregnant or on family leave. For applications made by a person
with disabilities, we will make reasonable adjustments to their
environment where possible dependent on their needs.
We are also responsive to the needs of our employees. As
such, should any employee have a disability or become disabled
during their time with us, we will make reasonable adjustments
to their environment where possible, supporting them to
continue their role effectively.
Dividends
The Company has not paid a dividend for the financial year
ended 31 December 2021 and does not recommend the
payment of a final dividend. As set out in the Prospectus, the
Company intends to retain any earnings to finance the growth
and development of its business. The Company may revisit its
dividend policy in the future.
Political donations
No political donations were made during 2021.
Change of control
The Group’s USD 30m revolving credit facility with Silicon Valley
Bank is the one significant agreement which contains provisions
under which, in the event of a change of control of the Company,
the Company may be required to repay all outstanding amounts
borrowed. All of the Company’s share plans contain provisions
relating to a change of control. Further information is set out in
the Directors’ remuneration policy.
Articles of association
The Company’s articles of association govern how the internal
affairs of the Company are run and cover matters including
the issue and transfer of shares, the conduct of Board and
shareholder meetings and the removal and appointment of
Directors. The articles of association may only be amended
by special resolution at a general meeting of the shareholders.
Copies of the Company’s articles of association are available
on request and can be found on the Company’s website,
investors.trustpilot.com
Share capital
The Company has one class of shares in issue which is
divided into ordinary shares of £0.01 each (“Shares”). Each
Share carries the right to one vote at a general meeting of the
Company. As at 22 March 2022, the Company’s issued ordinary
share capital consisted of 413,922,648 Shares of £0.01 each.
Allotments of Shares
The Company issued 25,663,734 Shares during the period
from Admission to 31 December 2021 (inclusive) to satisfy
obligations in relation to the Company’s share plans and a
further 175,292 Shares during the period from 1 January 2022
to 22 March 2022.
Further information on the Company’s share capital can be
found in note 22 to the Financial statements on page 164.
Rights attaching to Shares
Subject to the Company’s articles of association, the
Companies Act and other shareholders’ rights, any share may
be issued with such rights or restrictions as the Company may
by ordinary resolution determine or, if the Company has not so
determined, as the Directors may determine. The rights and
obligations attaching to the Company’s Shares are set out in
the articles of association which are available on the Company’s
website, investors.trustpilot.com.
Restriction on the transfer of Shares
There are no restrictions on the transfer of Shares in the
Company, which is governed by the articles of association and
legislation. The articles of association set out the circumstances
under which the Directors may refuse to register a transfer of a
Share. The Company is not aware of any agreements between
shareholders that might result in restrictions on the transfer of
Shares or that may result in restrictions on voting rights.
Purchase of own Shares
At a general meeting of the Company held on 22 March 2021,
the sole shareholder passed a special resolution in accordance
with the Companies Act 2006 to authorise the Company to
make market purchases to a maximum of 40,920,477 Shares,
representing 10% of the company’s issued ordinary share
capital immediately following Admission. The Company has
not made use of this authority and it will expire at the AGM
on 25 May 2022. A resolution to renew this authority will be
proposed at this AGM.
AGM
The 2022 AGM will be held at 2.00 p.m. on 25 May 2022 at 5th
Floor, The Minster Building, 21 Mincing Lane, London EC3R
7AG and will be broadcast live to enable shareholders to join the
meeting online. Further information on the AGM can be found in
the notice of meeting which has been circulated to shareholders
and is available online at investors.trustpilot.com
121Governance
Shareholder
Number of
Ordinary Shares
% voting
rights held
Vitruvian Partners LLP 37,544,546 9.13
SEED Capital Denmark II K/S 30,952,739 7.56
Draper Esprit plc 25,204,514 6.13
Index Venture Associates VI Limited 23,965,241 5.83
Sunley House Capital Master
Limited Partnership 21,593,421 5.25
The London & Amsterdam Trust
Company Limited 16,900,000 4.11
In the period from 31 December 2021 to 22 March 2022, the
Company received three notifications from BlackRock, Inc.,
the most recent notification disclosing a holding of 21,228,701
voting rights (5.12%) and one notification from Liontrust
Investment Partners LLP, disclosing a holding of 22,239,765
voting rights (5.16%).
The Directors’ report was approved by the Board and signed
on its behalf by
Carolyn Jameson
Company Secretary
22 March 2022
Dir
ectors’ report continued
Auditor
The external auditor of the Company is PwC. PwC has
confirmed that it is willing to continue in office and, on the
recommendation of the Audit Committee, a resolution for
the appointment of PwC as auditor of the Company will be
proposed to shareholders at the 2022 AGM. Further information
can be found in the Audit Committee report on pages 90 to 97.
Disclosure of information to the auditor
In accordance with section 418 of the Companies Act 2006,
the Directors confirm that, so far as they are each aware, there
is no relevant audit information of which the Company’s auditor
is unaware; and each Director has taken all the steps that they
ought to have taken as a Director to make themselves aware
of any relevant audit information and to establish that the
Company’s auditor is aware of that information.
Subsidiaries and branches
The Group does not have any overseas branches. A list of
the Group’s subsidiaries can be found in note 30 on page on
page 171.
Additional information
The Company is a public limited company incorporated on
8 February 2021 under the laws of England and Wales. The
Company is registered in England and Wales under the name
Trustpilot Group plc with company number 13184807.
Disclosure required under Listing Rule 9.8.4R
As at 31 December 2021, the Company had been notified of the
following information, in accordance with Rule 5 of the FCA’s
Disclosure Guidance and Transparency Rules, from holders of
notifiable interests in the Company’s issued share capital.
122
Trustpilot Annual Report & Accounts 2021
Statement of Directors’ responsibilities
The Directors are responsible for preparing the Annual report
& accounts 2021 and the financial statements in accordance
with applicable law and regulation.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the Directors
have prepared the Group financial statements in accordance
with UK-adopted international accounting standards and the
Parent Company financial statements in accordance with United
Kingdom Generally Accepted Accounting Practice (United
Kingdom Accounting Standards, comprising FRS 102 “The
Financial Reporting Standard applicable in the UK and Republic
of Ireland”, and applicable law).
Under company law, Directors must not approve the financial
statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Group and Parent Company
and of the profit or loss of the Group for that period. In preparing
the financial statements, the Directors are required to:
– select suitable accounting policies and then apply
them consistently;
– state whether applicable UK-adopted international
accounting standards have been followed for the Group
financial statements and United Kingdom Accounting
Standards, comprising FRS 102, have been followed for
the Parent Company financial statements, subject to any
material departures disclosed and explained in the
financial statements;
– make judgements and accounting estimates that are
reasonable and prudent; and
– prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Group and
Parent Company will continue in business.
The Directors are responsible for safeguarding the assets
of the Group and Parent Company and hence for taking
reasonable steps for the prevention and detection of fraud
and other irregularities.
The Directors are also responsible for keeping adequate
accounting records that are sufficient to show and explain the
Group’s and Parent Company’s transactions and disclose with
reasonable accuracy at any time the financial position of the
Group and Parent Company and enable them to ensure that
the financial statements and the Directors’ remuneration
report comply with the Companies Act 2006.
The Directors are responsible for the maintenance and
integrity of the Parent Company’s website. Legislation in the
United Kingdom governing the preparation and dissemination
of financial statements may differ from legislation in other
jurisdictions.
Directors’ conrmations
The Directors consider that the Annual report & accounts
2021, taken as a whole, is fair, balanced and understandable
and provides the information necessary for shareholders
to assess the Group’s and Parent Company’s position and
performance, business model and strategy.
Each of the Directors, whose names and functions are
listed in the Governance section confirm that, to the best
of their knowledge:
– the Group financial statements, which have been prepared
in accordance with UK-adopted international accounting
standards, give a true and fair view of the assets, liabilities,
financial position and loss of the Group;
– the Parent Company financial statements, which have been
prepared in accordance with United Kingdom Accounting
Standards, comprising FRS 102, give a true and fair view
of the assets, liabilities and financial position of the Parent
Company; and
– the Strategic report includes a fair review of the development
and performance of the business and the position of the
Group and Parent Company, together with a description of the
principal risks and uncertainties that it faces.
In the case of each Director in office at the date the Directors’
Report is approved:
– so far as the Director is aware, there is no relevant audit
information of which the Group’s and Parent Company’s
auditors are unaware; and
– they have taken all the steps that they ought to have taken
as a director to make themselves aware of any relevant audit
information and to establish that the Group’s and Parent
Company’s auditors are aware of that information.
By order of the Board
Peter Mühlmann
Chief Executive Officer
Hanno Damm
Chief Financial Officer
22 March 2022
123Governance
Independent auditors’ report to the members of Trustpilot Group plc
Report on the audit of the Group
financial statements
Opinion
In our opinion, Trustpilot Group plc’s Group financial statements:
– give a true and fair view of the state of the Group’s affairs as
at 31 December 2021 and of its loss and cash flows for the
year then ended;
– have been properly prepared in accordance with UK-adopted
international accounting standards; and
– have been prepared in accordance with the requirements of
the Companies Act 2006.
We have audited the financial statements, included within
the Annual report & accounts (the “Annual Report”), which
comprise: Consolidated balance sheet as at 31 December 2021;
Consolidated statement of profit or loss, Consolidated statement
of comprehensive income, Consolidated statement of changes
in equity and Consolidated cash flow statement for the year then
ended; and the notes to the financial statements, which include a
description of the significant accounting policies.
Our opinion is consistent with our reporting to the Audit
Committee.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (“ISAs (UK)”) and applicable law.
Our responsibilities under ISAs (UK) are further described in the
Auditors’ responsibilities for the audit of the financial statements
section of our report. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis
for our opinion.
Independence
We remained independent of the Group in accordance with
the ethical requirements that are relevant to our audit of the
financial statements in the UK, which includes the FRC’s Ethical
Standard, as applicable to listed public interest entities, and we
have fulfilled our other ethical responsibilities in accordance with
these requirements.
To the best of our knowledge and belief, we declare that non-
audit services prohibited by the FRC’s Ethical Standard were
not provided.
Other than those disclosed in Note 7 to the Consolidated
financial statements 'Operating loss', we have provided no non-
audit services to the Company or its controlled undertakings in
the period under audit.
Our audit approach
Context
Trustpilot Group plc was admitted to the Official List of the
UK Listing Authority and was admitted to trading on the Main
Market of the London Stock Exchange on 26 March 2021.
This is the Group’s first Annual Report since admission.
The parent entity Trustpilot Group plc was incorporated on
08 February 2021 and became the Parent Company of the
Group on 20 February 2021. Prior to this date, the Group headed
by Trustpilot Group plc was not in existence in its current form.
The basis of preparation of the Group financial statements
is as described in note 1.2 to the financial statements. The
historical financial information for the year ended 31 December
2020, presented in the Prospectus issued by Trustpilot Group
plc as part of the listing process, forms the corresponding
figures of the Group financial statements for the year ended
31 December 2021, and have not been subject to a statutory
audit in accordance with the United Kingdom Companies
Act 2006. However, an accountant’s report, undertaken in
accordance with the Standards for Investment Reporting issued
by the Financial Reporting Council in the United Kingdom, was
issued on the historical financial information included in the
Prospectus. The accountant’s report, dated 23 March 2021,
included an unqualified opinion on the historical
financial information presented.
In planning our audit, we have considered the potential impact
of climate change on the Group. Given the principal activities
of the Group, climate risk is not expected to have a significant
impact on the Group’s business. As part of our audit, we have
evaluated management’s climate change risk assessment
and the assessment of the impact of those risks on the Group
financial statements. We note management’s conclusion that
there are limited transitional and physical risks, particularly
in the short term and therefore they have no current financial
statement impact. We have performed procedures to evaluate
the appropriateness of management's risk assessment. We
considered whether the Group had any externally published
environmental targets and we challenged management on any
potential additional future costs. We assessed whether there
would be any key financial statement line items and estimates
which could be more likely to be impacted by climate risks.
We have performed our own stress tests for potential climate
change impact on the going concern assumption. However, our
procedures did not identify any material impact on either the
Group financial statements or our key audit matters for the
year ended 31 December 2021.
Overview
Audit scope
– The Group operates in eight countries, across nine
reporting units.
– A local PwC component team was engaged to perform a
full scope audit over the two significant components.
– PwC Group audit team performed audit procedures over
specific balances within a further two reporting units.
– In total, this accounted for 100% of Group revenue, 99%
of total Group assets and 96% of Group loss before tax.
Key audit matters
– Share based payment transactions.
– Group reconstruction for IPO: related accounting and
classification of IPO costs.
124
Trustpilot Annual Report & Accounts 2021
Materiality
– Overall materiality: US$1,256,000 based on 1% of revenue.
– Performance materiality: US$942,000.
The scope of our audit
As part of designing our audit, we determined materiality
and assessed the risks of material misstatement in the
financial statements.
Key audit matters
Key audit matters are those matters that, in the auditors’
professional judgement, were of most significance in the audit
of the financial statements of the current period and include
the most significant assessed risks of material misstatement
(whether or not due to fraud) identified by the auditors, including
those which had the greatest effect on: the overall audit
strategy; the allocation of resources in the audit; and directing
the efforts of the engagement team. These matters, and any
comments we make on the results of our procedures thereon,
were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters.
This is not a complete list of all risks identified by our audit.
Key audit matter How our audit addressed the key audit matter
Share based payment transactions
Refer to the Directors’ Remuneration Report, the share
based payment accounting policy in note 2.25 of the financial
statements, the critical accounting estimate in note 3.1 and the
share based payments in note 8 for details on the share options
and related charges.
The Group has operated four share schemes which have been
made available to certain employees: Employee warrants and
Selected employee awards granted under the previous group
structure, Restricted Share Plan (RSP) and the Long Term
Incentive Plan (LTIP) in respect of the newly listed Group.
The total charge is US$6,527,000.
The Legacy share schemes were granted under the previous
equity ownership and on 26 March 2021, all outstanding warrants
were cancelled and replaced by new warrants in Trustpilot
Group plc in the proportion 1 to 78. The Employee warrants were
modified to allow warrant holders not to exercise their warrants
upon IPO but postpone the exercise until the expiry of the grants.
The total charge in the period for the legacy share schemes
was US$5,537,000.
The RSP scheme was established in connection with the IPO
for selected employees. Vesting is subject to the condition of
continued service rather than performance measures. The total
charge in the period for the RSP scheme is US$567,000. Awards
have been granted to selected employees under a Long Term
Incentive Plan (LTIP) which vest over three years and are subject
to a total shareholder return, annual recurring revenue and trust
performance condition, resulting in a charge for the period
of US$423,000.
Management has utilised experts to calculate the fair value of
the options and advise on the accounting treatment.
Management has applied IFRS 2 (Share Based Payments)
recognising a charge in the income statement in line with the
vesting conditions.
There is a high level of estimation in the valuation and accounting
treatment of employee share awards.
The audit procedures we performed in relation to this
risk included:
– Completed sample testing over awards granted and
movements in the number of awards, agreeing to
supporting documentation including individual award letters
sent to employees and the appropriate Remuneration
Committee approval;
– Utilised valuation specialists to consider the key assumptions
utilised in the option pricing model, and that an appropriate
valuation methodology had been applied. For awards issues
pre IPO, additional testing was performed to consider the
reasonableness of the valuation of the shares and the fair
value of the modification to the awards that occurred on
IPO. For the current year expense, we have performed
a recalculation of the charge based on our independent
assessment of the expected level of vesting;
– We have tested the social security liability arising by
recalculating the amounts arising based on the intrinsic value
of the unvested share awards at the balance sheet date and
applicable social security rates; and
– Evaluated the appropriateness of the disclosures made in
the Group financial statements by reference to the audit
procedures outlined above.
Based on the above procedures we are comfortable that these
amounts have been appropriately disclosed and accounted for
within the financial statements.
125Financial statements
Key audit matter How our audit addressed the key audit matter
Group reconstruction for IPO: related accounting and
classification of IPO costs
Refer to Note 1.5 of the financial statements (Summary of impact
of Group restructure and Initial Public Offering) for the summary
of the impact of the Group restructuring.
Trustpilot Group plc was incorporated on the 8th February
2021 and through a number of mergers, became the ultimate
Parent Company of the Group. A transitory merger subsidiary
in the form of a new Danish public limited liability company was
established, Trustpilot Galaxy A/S. Following this, a horizontal
taxable merger was carried out between Trustpilot Galaxy A/S
and the previous Parent Company, Trustpilot A/S with Trustpilot
A/S as the continuing Company. All shareholders in Trustpilot
A/S then received shares in the new Parent Company, Trustpilot
Group plc in exchange for their shares in Trustpilot A.S.
Structuring experts assisted management with the detailed
steps plan for carrying out the above Group reorganisation
programme. Management’s experts have also assisted
management to assess the tax implications of the reorganisation
steps. The restructuring has been accounted for as a group
reconstruction, where the assets and liabilities of Trustpilot
A/S and its subsidiaries are accounted for using predecessor
accounting at their carrying values and not revalued to fair value
at the transaction date. The results of the Group are shown as a
continuation of the former Group structure.
Following the restructure, Trustpilot Group plc was admitted for
trading on the London Stock Exchange. The transaction costs
which were directly associated with the issuance of new shares
have been recognised within share premium, equating
to US$1,274,000.
The key areas of audit focus were:
– Compliance of the Group reorganisation steps with the
accounting standards, the Companies Act 2006 and UK
taxation laws as well as ensuring the disclosures are
appropriate based on the nature of the transaction. Based on
the substance of the restructure this transaction fell outside
the scope of IFRS 3 (Business Combinations).
– Compliance with IAS 32 (Financial Instruments) is relevant
for the classification of expenses relating to the issuance of
shares in Trustpilot Group plc.
The audit procedures we performed in relation to the
restructuring and associated IPO costs included:
– Obtained and reviewed the detailed step plan in respect of
the restructure;
– Reviewed the associated legal documents and Companies
House filings to ensure that the steps had been executed in
line with the step plan;
– Ensured the accounting was consistent with the step plan;
– Consider whether Trustpilot plc was a business at the time
of the restructure to consider if the transaction was a
business combination;
– Sampled a selection of invoices which were recognised
in both share premium and expenses and evaluated the
appropriateness of management’s categorisation based on
the nature of the service received; and
– Evaluated the appropriateness of the disclosures made in
the Group financial statements by reference to the audit
procedures outlined above.
The above procedures gave us sufficient comfort that the
restructuring programme undertaken during the year was
outside the scope of IFRS 3 and predecessor accounting was
appropriately followed. Furthermore, IPO costs have been
categorised appropriately and sufficient disclosures have
been made.
Independent auditors’ report to the members of Trustpilot Group plc continued
126
Trustpilot Annual Report & Accounts 2021
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed
enough work to be able to give an opinion on the financial
statements as a whole, taking into account the structure of the
Group, the accounting processes and controls, and the industry
in which it operates.
The Group is organised as only one operating segment. Whilst
there are customers in many regions around the world, the
majority of sales and transactions occur within Trustpilot A/S
and Trustpilot Inc, a Danish and US Company respectively.
Results are produced through a centralised finance team,
who are physically based across Denmark, the US and the
UK, utilising common systems with the books and records
maintained in Copenhagen, Denmark.
The Group financial statements are a consolidation of nine
reporting units, based in eight countries, with the two revenue
generating subsidiaries being Trustpilot A/S and Trustpilot
Inc. For the purposes of the Group audit we concluded that
Trustpilot A/S and Trustpilot, Inc, in our view, required a full
audit of their complete financial information in order to ensure
that sufficient audit evidence was obtained. Both of these
reporting units were considered to be significant components
due to their financial significance. These audits were performed
by PwC Denmark with oversight exercised by us as the Group
team. In addition, we as the Group team, performed specified
procedures on two further reporting units. This provided 100%
coverage over Group revenue, 99% coverage over Group total
assets and 94% over Group loss before tax.
The Group consolidation, financial statements disclosures and
a number of centralised functions were audited by the Group
engagement team. These included, but were not limited to,
audit procedures on share based payment accounting and UK
and USA taxation. We also performed Group level analytical
procedures on all of the remaining out of scope active reporting
units to identify any unusual transactions.
Where work was performed by component auditors, we
determined the level of involvement we needed to have in the
audit work at those reporting units to be able to conclude
whether sufficient appropriate audit evidence had been obtained
as a basis for our opinion on the Group Financial Statements.
We issued formal written instructions to the component
auditors setting out the audit work to be performed by them and
maintained regular communication with the component auditors
throughout the audit cycle. These interactions included a
physical site visit, attending weekly status meetings and holding
regular conference calls, as well as reviewing and assessing any
matters reported. The Group engagement team also reviewed
selected audit working papers for both significant components.
Materiality
The scope of our audit was influenced by our application of
materiality. We set certain quantitative thresholds for materiality.
These, together with qualitative considerations, helped us
to determine the scope of our audit and the nature, timing
and extent of our audit procedures on the individual financial
statement line items and disclosures and in evaluating the effect
of misstatements, both individually and in aggregate on the
financial statements as a whole.
Based on our professional judgement, we determined materiality
for the financial statements as a whole as follows:
Overall Group
materiality
How we determined it
Rationale for
benchmark applied
US$1,256,000.
1% of revenue
We consider this to be the quantitative
measure given the most attention by
the Group’s key stakeholders as the
business is in a period of growth.
For each component in the scope of our Group audit, we
allocated a materiality that is less than our overall Group
materiality. The range of materiality allocated across
components was between US$628,000 and US$1,130,000.
We use performance materiality to reduce to an appropriately
low level the probability that the aggregate of uncorrected
and undetected misstatements exceeds overall materiality.
Specifically, we use performance materiality in determining
the scope of our audit and the nature and extent of our testing
of account balances, classes of transactions and disclosures,
for example in determining sample sizes. Our performance
materiality was 75% of overall materiality, amounting to
US$942,000 for the Group financial statements.
In determining the performance materiality, we considered
a number of factors – the history of misstatements, risk
assessment and aggregation risk and the effectiveness of
controls – and concluded that an amount at the upper end of
our normal range was appropriate.
We agreed with the Audit Committee that we would report
to them misstatements identified during our audit above
US$62,500 as well as misstatements below that amount that,
in our view, warranted reporting for qualitative reasons.
127Financial statements
Conclusions relating to going concern
Our evaluation of the directors’ assessment of the Group’s
ability to continue to adopt the going concern basis of
accounting included:
– Evaluating management’s detailed cash flow forecasts
under both base case and downside scenarios. We have
also evaluated the reverse stress test scenario prepared by
management to assess the likelihood of this scenario occurring.
– Comparison of the going concern base case forecasts to
Board approved forecasts. We also considered whether they
were reasonable in light of previous performance, future
expectations and management’s track record of accurate
forecasting.
– Reading the key terms of all committed debt facilities to
understand any terms, covenants or undertakings that may
impact the availability of the facility.
– Assessing the adequacy of disclosures in the going concern
statement in the notes to the financial statements in note 1.6
of the Group financial statements.
Based on the work we have performed, we have not identified
any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the
Group’s ability to continue as a going concern for a period of
at least twelve months from when the financial statements are
authorised for issue.
In auditing the financial statements, we have concluded that the
directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate.
However, because not all future events or conditions can be
predicted, this conclusion is not a guarantee as to the Group’s
ability to continue as a going concern.
In relation to the directors’ reporting on how they have applied
the UK Corporate Governance Code, we have nothing material
to add or draw attention to in relation to the directors’ statement
in the financial statements about whether the directors
considered it appropriate to adopt the going concern basis
of accounting.
Our responsibilities and the responsibilities of the directors with
respect to going concern are described in the relevant sections
of this report.
Reporting on other information
The other information comprises all of the information in the
Annual Report other than the financial statements and our
auditors’ report thereon. The directors are responsible for
the other information, which includes reporting based on the
Task Force on Climate-related Financial Disclosures (TCFD)
recommendations. Our opinion on the financial statements
does not cover the other information and, accordingly, we do
not express an audit opinion or, except to the extent otherwise
explicitly stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, our
responsibility is to read the other information and, in doing
so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge
obtained in the audit, or otherwise appears to be materially
misstated. If we identify an apparent material inconsistency or
material misstatement, we are required to perform procedures
to conclude whether there is a material misstatement of the
financial statements or a material misstatement of the other
information. If, based on the work we have performed, we
conclude that there is a material misstatement of this other
information, we are required to report that fact. We have
nothing to report based on these responsibilities.
With respect to the Strategic report and Directors’ report, we
also considered whether the disclosures required by the UK
Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the
Companies Act 2006 requires us also to report certain opinions
and matters as described below.
Strategic report and Directors’ report
In our opinion, based on the work undertaken in the course
of the audit, the information given in the Strategic report and
Directors’ report for the year ended 31 December 2021 is
consistent with the financial statements and has been prepared
in accordance with applicable legal requirements.
In light of the knowledge and understanding of the Group and
its environment obtained in the course of the audit, we did not
identify any material misstatements in the Strategic report and
Directors’ report.
Independent auditors’ report to the members of Trustpilot Group plc continued
128
Trustpilot Annual Report & Accounts 2021
Corporate governance statement
The Listing Rules require us to review the directors’ statements
in relation to going concern, longer-term viability and that part of
the corporate governance statement relating to the Company’s
compliance with the provisions of the UK Corporate Governance
Code specified for our review. Our additional responsibilities
with respect to the corporate governance statement as other
information are described in the Reporting on other information
section of this report.
Based on the work undertaken as part of our audit, we have
concluded that each of the following elements of the corporate
governance statement is materially consistent with the financial
statements and our knowledge obtained during the audit, and
we have nothing material to add or draw attention to in
relation to:
– The directors’ confirmation that they have carried out a robust
assessment of the emerging and principal risks;
– The disclosures in the Annual Report that describe those
principal risks, what procedures are in place to identify
emerging risks and an explanation of how these are being
managed or mitigated;
– The directors’ statement in the financial statements about
whether they considered it appropriate to adopt the going
concern basis of accounting in preparing them, and their
identification of any material uncertainties to the Group’s
ability to continue to do so over a period of at least twelve
months from the date of approval of the financial statements;
– The directors’ explanation as to their assessment of the
Group’s prospects, the period this assessment covers and
why the period is appropriate; and
– The directors’ statement as to whether they have a
reasonable expectation that the Company will be able to
continue in operation and meet its liabilities as they fall due
over the period of its assessment, including any related
disclosures drawing attention to any necessary qualifications
or assumptions.
Our review of the directors’ statement regarding the longer-term
viability of the Group was substantially less in scope than an
audit and only consisted of making inquiries and considering
the directors’ process supporting their statement; checking that
the statement is in alignment with the relevant provisions of the
UK Corporate Governance Code; and considering whether the
statement is consistent with the financial statements and our
knowledge and understanding of the Group and its environment
obtained in the course of the audit.
In addition, based on the work undertaken as part of our audit,
we have concluded that each of the following elements of the
corporate governance statement is materially consistent with
the financial statements and our knowledge obtained during
the audit:
– The directors’ statement that they consider the Annual Report,
taken as a whole, is fair, balanced and understandable,
and provides the information necessary for the members to
assess the Group’s position, performance, business model
and strategy;
– The section of the Annual Report that describes the review
of effectiveness of risk management and internal control
systems; and
– The section of the Annual Report describing the work of the
Audit Committee.
We have nothing to report in respect of our responsibility to
report when the directors’ statement relating to the Company’s
compliance with the Code does not properly disclose a
departure from a relevant provision of the Code specified under
the Listing Rules for review by the auditors.
129Financial statements
Responsibilities for the nancial
statements and the audit
Responsibilities of the directors for the nancial statements
As explained more fully in the Statement of Directors’
responsibilities, the directors are responsible for the preparation
of the financial statements in accordance with the applicable
framework and for being satisfied that they give a true and fair
view. The directors are also responsible for such internal control
as they determine is necessary to enable the preparation of
financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the directors are
responsible for assessing the Group’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 to
cease operations, or have no realistic alternative but to do so.
Auditors’ responsibilities for the audit of the
nancial statements
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to
issue an auditors’ report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with ISAs (UK)
will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions
of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line
with our responsibilities, outlined above, to detect material
misstatements in respect of irregularities, including fraud.
The extent to which our procedures are capable of detecting
irregularities, including fraud, is detailed below.
Based on our understanding of the Group and industry, we
identified that the principal risks of non-compliance with
laws and regulations related to the Companies Act 2006,
UK Listing rules and taxation legislation applicable to the
applicable jurisdiction, and we considered the extent to
which non-compliance might have a material effect on the
financial statements. We evaluated management’s incentives
and opportunities for fraudulent manipulation of the financial
statements (including the risk of override of controls), and
determined that the principal risks were related to the risk of
management posting inappropriate journal entries to increase
revenue or reduced expenditure in order to manipulate the
financial performance of the Group, and the inclusion of
management bias in critical accounting estimates. The Group
engagement team shared this risk assessment with the
component auditors so that they could include appropriate
audit procedures in response to such risks in their work.
Audit procedures performed by the Group engagement
team and/or component auditors included:
– Inquiries of management, internal audit and the Group’s
legal counsel, including consideration of known or
suspected instances of non-compliance with laws and
regulation and fraud;
– Review of internal audit reports and the legal risk register;
– Inquiries with component auditors;
– Identifying and testing unusual journal entries which increase
revenue or reduce expenditure to manipulate the financial
performance of the business;
– Consideration of the policy for the recognition of revenue and
performed substantive testing to ensure compliance with this
policy; and
– Assessing key judgements and estimates made by
management for evidence of inappropriate bias, in particular
in respect of the key audit matters noted above. Details of
our procedures in these areas are included in our key audit
matters above.
There are inherent limitations in the audit procedures described
above. We are less likely to become aware of instances of non-
compliance with laws and regulations that are not closely related
to events and transactions reflected in the financial statements.
Also, 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.
Our audit testing might include testing complete populations
of certain transactions and balances, possibly using data
auditing techniques. However, it typically involves selecting a
limited number of items for testing, rather than testing complete
populations. We will often seek to target particular items for
testing based on their size or risk characteristics. In other cases,
we will use audit sampling to enable us to draw a conclusion
about the population from which the sample is selected.
A further description of our responsibilities for the audit of the
financial statements is located on the FRC’s website at: www.
frc.org.uk/auditorsresponsibilities. This description forms part
of our auditors’ report.
Independent auditors’ report to the members of Trustpilot Group plc continued
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Trustpilot Annual Report & Accounts 2021
Use of this report
This report, including the opinions, has been prepared for
and only for the Company’s members as a body in accordance
with Chapter 3 of Part 16 of the Companies Act 2006 and for
no other purpose. We do not, in giving these opinions, accept
or assume responsibility for any other purpose or to any other
person to whom this report is shown or into whose hands it
may come save where expressly agreed by our prior consent
in writing.
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you
if, in our opinion:
– we have not obtained all the information and explanations we
require for our audit; or
– certain disclosures of directors’ remuneration specified by law
are not made.
We have no exceptions to report arising from this responsibility.
Appointment
Following the recommendation of the Audit Committee, we were
appointed by the directors on 13 September 2021 to audit the
financial statements for the year ended 31 December 2021 and
subsequent financial periods. This is therefore our first year of
uninterrupted engagement.
Other matters
The historical financial information for the year ended 31
December 2020 presented in the prospectus issued by
the Company as part of the listing process, forming the
corresponding figures of the Group financial statements
for the year ended 31 December 2021, was not audited in
accordance with the United Kingdom Companies Act 2006,
but an accountant’s report, undertaken in accordance with the
Standards for Investment Reporting issued by the Financial
Reporting Council in the United Kingdom, was issued on this
information. The accountant’s report, dated 23 March 2021,
included an unqualified opinion.
We have reported separately on the Company financial
statements of Trustpilot Group plc for the year ended
31 December 2021.
The financial statements for the year ended 31 December 2020,
forming the corresponding figures of the financial statements for
the year ended 31 December 2021, are unaudited.
As required by the Financial Conduct Authority Disclosure
Guidance and Transparency Rule 4.1.14R, these financial
statements form part of the ESEF-prepared annual financial
report filed on the National Storage Mechanism of the Financial
Conduct Authority in accordance with the ESEF Regulatory
Technical Standard (‘ESEF RTS’). This auditors’ report provides
no assurance over whether the annual financial report has been
prepared using the single electronic format specified in the
ESEF RTS.
David Teager
(Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
East Midlands
22 March 2022
131Financial statements
Consolidated statement of profit or loss
Note
FY21
$’000
FY20
(unaudited)
$’000
Revenue 5 131,443 101,985
Cost of sales (24,654 ) (18,067 )
Gross profit 106,789 83,918
Sales and marketing (46,167 ) (40,442 )
Technology and content (33,806 ) (25,161 )
General and administrative (51,552 ) (27,750 )
Other operating income 584 352
Operating loss (24,152 ) (9,083 )
Finance income 10 8,972 6,611
Finance expenses 11 (11,430 ) (10,470 )
Loss before tax (26,610 ) (12,942 )
Income tax credit for the year 12 716 663
Loss for the year (25,894 ) (12,279 )
Earnings per share (cents)
Basic earnings per share 16 (6.5 ) (3.3 )
Diluted earnings per share 16 (6.5 ) (3.3 )
Adjusted earnings per share* 16 (2.1 ) (1.1 )
Adjusted Diluted earnings per share* 16 (2.1 ) (1.1 )
* Alternative performance measures (APM) – further detail available in note 4.
132
Trustpilot Annual Report & Accounts 2021
Consolidated statement of comprehensive income
FY21
$ ‘000
FY20
(unaudited)
$ ‘000
Loss for the year (25,894 ) (12,279 )
Other comprehensive (expense)/income
Items that may be subsequently reclassified to profit or loss
Exchange rate differences on translation of foreign operations (1,694 ) 1,772
Other comprehensive (expense)/income for the period, net of tax (1,694 ) 1,772
Total comprehensive expense for the period (27,588 ) (10,507 )
133Financial statements
Note
As at
31 December
2021
$’000
31 December
2020
(unaudited)
$’000
Intangible assets 13 6,338 5,478
Property, plant and equipment 14 1,484 2,021
Right-of-use assets 17 12,312 14,980
Deferred tax assets 15 311 11
Deposits and other receivables 19 2,383 2,970
Total non-current assets 22,828 25,460
Trade receivables 18 6,176 5,227
Income tax receivables 856 926
Prepayments 3,134 2,099
Deposits and other receivables 19 2,870 1,130
Cash and cash equivalents 20 93,177 50,387
Total current assets 106,213 59,769
Total assets 129,041 85,229
Equity and liabilities
Share capital 22 5,576 773
Share premium 22 70,994 177,842
Foreign currency translation reserve 4,648 (20,304 )
Merger reserve 22 148,854 –
Accumulated losses (170,618 ) (151,312 )
Total equity 59,454 6,999
Borrowings 27 – 11,323
Lease liabilities 17 9,552 12,172
Provisions 25 517 –
Other payables 26 2,962 3,171
Total non-current liabilities 13,031 26,666
Borrowings 27 – 1,618
Lease liabilities 17 3,504 4,432
Provisions 25 670 –
Income tax payables 69 90
Contract liabilities 21 27,616 22,849
Other payables 26 22,861 21,298
Trade payables 1,836 1,277
Total current liabilities 56,556 51,564
Total liabilities 69,587 78,230
Total equity and liabilities 129,041 85,229
The financial statements were approved and authorised by the Board of Directors and signed on its behalf by:
Peter Holten Mühlmann Hanno Damm
Chief Executive Ofcer Chief Financial Ofcer
22 March 2022 22 March 2022
Consolidated balance sheet
134
Trustpilot Annual Report & Accounts 2021
Note
Share
capital
$’000
Share
premium
$’000
Foreign
currency
translation
reserve
$’000
Merger
Reserve
$’000
Accumulated
Losses
$’000
Total
$’000
Equity at 1 January 2021 773 177,842 (20,304 ) – (151,312 ) 6,999
Loss for the year – – – – (25,894 ) (25,894 )
Other comprehensive expense – – (1,694 ) – – (1,694 )
Total comprehensive income/(expense)
for the period – – (1,694 ) – (25,894 ) (27,588 )
Transactions with owners
Warrants (exercised) pre group reconstruction 22 10 596 – – – 606
Exchange difference on share capital and premium
pre group reconstruction 22 (23 ) (6,977 ) 7,000 – – –
Impact of group reconstruction
1
22 4,345 (171,461 ) 18,262 148,854 – –
Warrants financing facility
2
Exercise of share based payments 22 353 9,424 – – – 9,777
Issue of shares 22 244 64,102 – – – 64,346
Contribution of equity – Transaction Cost
3
Share-based payments 8 – – – – 6,527 6,527
Exchange difference on items recognised directly
in equity post group reconstruction 22 (126 ) (1,258 ) 1,384 – – –
Total transactions with owners 4,803 (106,848 ) 26,646 148,854 6,588 80,043
Equity at 31 December 2021 5,576 70,994 4,648 148,854 (170,618 ) 59,454
1 We have finalised the presentation of the merger reserve following the group reconstruction which has led to change to the share premium, foreign currency translation
reserve and merger reserve. There are no differences to overall equity.
2 Warrants in Trustpilot A/S which are fully vested, have been granted to the lenders for the credit and term debt facility and the value of which is considered to be part of
the effective interest rate for that facility.
3 Share premium charges relate to the expenses and commission on the issue of shares on which a sufficient premium arose.
$ ‘000 Note
Share capital
(unaudited)
$’000
Share premium
(unaudited)
$’000
Foreign
currency
translation
reserve
(unaudited)
$’000
Accumulated
losses
(unaudited)
$’000
Total
(unaudited)
$’000
Equity at 1 January 2020 709 162,109 (6,315 ) (141,975 ) 14,528
Loss for the year – – – (12,279 ) (12,279 )
Other comprehensive income/(expense) – – 1,772 – 1,772
Total comprehensive income/(expense)
for the period – – 1,772 (12,279 ) (10,507 )
Exchange difference on share capital
and premium 68 15,693 (15,761 ) – –
Transactions with owners
Warrants financing facility
1
Warrant exercise 1 40 – – 41
Reduction of share capital
2
(5 ) – – 5 –
Share-based payments 8 – – – 2,696 2,696
Total transactions with owners 64 15,733 (15,761 ) 2,942 2,978
Equity at 31 December 2020 773 177,842 (20,304 ) (151,312 ) 6,999
1 Warrants in Trustpilot A/S which are fully vested, have been granted to the lenders for the credit and term debt facility and the value of which is considered to be part of
the effective interest rate for that facility.
2 The reduction of share capital, $5 thousand is due to cancellation of treasury shares.
Consolidated statement of changes in equity
135Financial statements
Consolidated cash flow statement
Note
FY21
$’000
FY20
(unaudited)
$’000
Loss for the year (25,894 ) (12,279 )
Adjustments to operating cash flows 29 16,435 9,826
Changes in net working capital 29 6,025 11,402
Interest received 10 21
Interest paid (2,402 ) (1,788 )
Income tax received 382 –
Net cash (outflow)/inflow from operating activities (5,444 ) 7,182
Purchase of property, plant and equipment 14 (431 ) (1,793 )
Proceeds from lease sublet – 70
Payments for intangible asset development 13 (3,790 ) (3,261 )
Net cash (outflow) from investing activities (4,221 ) (4,984 )
Principal elements of lease payments (4,522 ) (3,047 )
Proceeds from borrowings 27 – 12,144
Repayment of borrowings 27 (13,000 ) –
Proceeds from share issue 73,916 41
Net cash inflow from financing activities 56,394 9,138
Net cash flow for the year 46,729 11,336
Cash and cash equivalents, beginning of the year 50,387 35,016
Effects of exchange rate changes on cash and cash equivalents (3,939 ) 4,035
Cash and cash equivalents at end of the year 93,177 50,387
136
Trustpilot Annual Report & Accounts 2021
1. General Information
incorporated on 8 February 2021, domiciled and registered
in England & Wales with company number 13184807, and having
its registered office at 5th Floor, The Minster Building, 21
(the “Company”).
1.2 Basis of preparation
On 31 December 2020, IFRS as adopted by the European Union
at that date was brought into UK law and became UK-adopted
International Accounting Standards, with future changes being
subject to endorsement by the UK Endorsement Board. The
Group transitioned to UK-adopted International Accounting
Standards in its consolidated financial statements on 1January
2021. This change constitutes a change in accounting
framework. However, there is no impact on recognition,
measurement or disclosure in the period reported as a result
of the change in framework.
The consolidated financial statements of the Group have
been prepared in accordance with UK-adopted International
Accounting Standards and with the requirements of the
Companies Act 2006 as applicable to companies reporting
under those standards.
The consolidated financial statements have been prepared on
the going concern basis and under the historical cost convention.
The consolidated financial statements are presented in US
Dollars (“USD”).
The consolidated financial statements have been rounded to
the nearest thousand.
1.3 Prior period comparatives
The Group financial statements for the year ended 31 December
2020, forming the comparative figures of the Group financial
statements for the year ended 31 December 2021 , are referenced
as unaudited. Prior to the IPO Restructuring (defined below), the
Group was not in existence in its current form, as described in
this note.
The comparatives relate to the previous Group parent entity
Trustpilot A/S, which was audited by PricewaterhouseCoopers
Statsautoriseret Revisionspartnerselskab, the member firm of
the PricewaterhouseCoopers network in Denmark, under the
Danish Financial Statements Act. A statutory audit performed
in accordance with the UK Companies Act 2006 was not
performed and hence no audit opinion was issued in respect of
the year ended 31 December 2020. However, in connection with
the Admission of the Company’s entire issued ordinary share
capital to the premium listing segment of the Official List of the
UK Financial Conduct Authority and to trading on the London
Stock Exchange’s main market for listed securities on 26 March
2021 (“Admission”), an accountant’s report, undertaken by
PricewaterhouseCoopers LLP, in accordance with the Standards
for Investment Reporting issued by the Financial Reporting
Council in the United Kingdom, was issued on the historical
information included in the prospectus relating to the Company
issued on 23 March 2021 (the “Prospectus”). The accountant’s
report, dated 23 March 2021, included an unqualified opinion
on the historical information presented.
1.4 Basis of consolidation
The consolidated financial statements include the Company and
the Group. Subsidiaries are all entities over which the Group has
control. The Group controls an entity when the group is exposed
to, or has rights to, variable returns from its involvement with
the entity and has the ability to affect those returns through its
power to direct the activities of the entity. Subsidiaries are fully
consolidated from the date on which control is transferred to
theGroup.
Intercompany transactions, balances and unrealised gains
on transactions between group companies are eliminated.
Unrealised losses are also eliminated unless the transaction
provides evidence of an impairment of the transferred asset.
1.5 Summary of impact of Group restructure and
Initial Public Offering
On 26 March 2021, in connection with the initial public offering of
the Company’s shares (the “IPO”), a restructuring of the corporate
structure of the Group was completed immediately prior to
Admission (the “IPO Restructuring”). The IPO Restructuring
included: (i) a horizontal merger of Trustpilot A/S and Trustpilot
Galaxy A/S (with Trustpilot A/S as the continuing company), (ii) a
share for share exchange whereby each shareholder in Trustpilot
A/S exchanged their shares for newly issued ordinary shares
in the Company (resulting in Trustpilot A/S becoming wholly
owned by the Company, and the Company becoming the parent
company of the Group); and (iii) the replacement of warrants
in Trustpilot A/S by warrants in the Company (and consequent
cancellation of warrants in Trustpilot A/S).
The IPO Restructuring is accounted for as a group restructuring,
where the assets and liabilities of Trustpilot A/S and its
subsidiaries are accounted for using predecessor accounting
at their carrying values and not revalued to fair value at the
transaction date. The results of the Group are shown as a
continuation of the former corporate group structure (under
Trustpilot A/S as the former parent company), and the
consolidated financial statements for the Group are presented
in the name of the Company.
The consolidated financial statements for FY20 were presented
in the name of Trustpilot A/S as it was formerly the parent
company of the corporate group. The comparative figures in
FY20 relate to the corporate group which existed before the
IPO Restructuring.
Notes forming part of the financial statements
137Financial statements
Notes forming part of the financial statements continued
1. General Information continued
1.6 Going concern
The directors of the Company (the “Directors”), in their detailed
consideration of going concern, have reviewed the Group’s
revenue projections and cash requirements for the 12 months
following the date of approval of the financial statements, which
they believe are based on prudent interpretations of market
data and past experience.
As at 31 December 2021, the Group has a cash balance of
$93million with zero debt on the balance sheet. In addition
to cash on the balance sheet, the Group has access to a
revolving credit facility for up to $30 million, available in multiple
currencies. The revolving credit facility is subject to both
balance sheet and revenue to plan covenants, both of which
are considered in the course of scenario planning.
The Directors have carried out a robust assessment over the
going concern period of multiple scenarios involving severe but
plausible downside implications tied to specific risks identified
in the principal risk and uncertainty sections outlined on pages
43. Additionally, the Directors have evaluated the impact of
a reverse stress test over the going concern period meant to
illustrate what would need to happen commercially for the
Group to exhaust its liquidity. Further detail for the severe but
plausible scenarios can be found in the viability statement
within the strategic report on pages 37.
Having considered the downside scenarios and reverse
stress test, the Directors have a reasonable expectation
that the Grouphas adequate resources to continue to
operate for at least 12 months from the date of signing these
financial statements. As a result, they continue to adopt the
going concern basis in preparing the consolidated financial
statements, in accordance with the Companies Act 2006
applicable to companies reporting under IFRS.
1.7 New standards and interpretations
Certain new accounting standards and amendments are effective
for annual reporting periods beginning after 1 January 2021,
though not mandatory for annual reporting periods ending on
31 December 2021. Earlier application is permitted, however, the
new or amended standards have not been early adopted by the
Group.
The amended standards are as follows:
– Amendments to IAS 1 classification of liabilities as current or
non-current to be effective for the annual period beginning on
or after 1 January 2023.
The narrow-scope amendments to IAS 1 presentation of
financial statements clarify that liabilities are classified as
either current or non-current, depending on the rights that
exist at the end of the reporting period. Classification is
unaffected by the expectations of the entity or events after
the reporting date (e.g. the receipt of waver of breach of
covenants). The amendments also clarify what IAS1 means
when it refers to the ‘settlement’ of a liability.
– Amendments to IAS 8 accounting estimates, IAS 12 deferred
tax related to assets and liabilities arising from a single
transaction to be effective for the annual period beginning
on or after 1 January 2023.
The amendment to IAS 8 accounting policies, changes in
accounting estimates and error clarifies how companies
should distinguish changes in accounting policies from
changes in accounting estimates. The distinction is important,
because changes in accounting estimates are applied
prospectively to future transactions and other future events,
but changes in accounting policies are generally applied
retrospectively to past transactions and other past events
as well as the current period.
The amendments to IAS 12 income taxes require companies
to recognise deferred tax on transactions that, on initial
recognition, give rise to equal amounts of taxable and
deductible temporary differences. They will typically apply to
transactions such as leases of lessees and decommissioning
obligations and will require the recognition of additional
deferred tax assets and liabilities.
– Amendments to IFRS 3, IAS 16, IAS 37 to be effective for the
annual period beginning on or after 1 January 2022.
Minor amendments were made to IFRS 3 business
combinations to update the references to the conceptual
framework for financial reporting and add an exception
for the recognition of liabilities and contingent liabilities
within the scope of IAS 37 provisions, contingent liabilities
and contingent assets and interpretation 21 levies. The
amendment also confirm that the contingent assets should
not be recognised at the acquisition date.
The amendment to IAS 16 property, plant and equipment
(PP&E) prohibits an entity from deducting from the cost of
an item of PP&E any proceeds received from selling items
produced while the entity is preparing assets for its intended
use. It also clarifies that an entity is ‘testing whether the asset
is functioning properly’ when it assesses the technical and
physical performance of the asset.
The amendment to IAS 37 clarifies that the direct costs of
fulfilling a contract include both the incremental costs of
fulfilling the contract and an allocation of other costs directly
related to fulfilling contracts. Before recognising a separate
provision for an onerous contract, the entity recognises any
impairment loss that has occurred on assets used in fulfilling
the contract.
– Annual improvements on IFRS 1, IFRS 9, IAS 41, and IFRS
16 to be effective for the annual period beginning on or after
1January 2022.
IFRS1 First-time adoption of international financial reporting
standards – allows entities that have measured their assets
and liabilities at carrying amounts recorded in their parent’s
books to also measure any cumulative translation differences
using the amounts reported by the parent.
IFRS 9 Financial instruments clarifies which fees should
be included in the 10 per cent test of derecognition of
financialliabilities.
138
Trustpilot Annual Report & Accounts 2021
IFRS 16 Leases amendments of illustrative example 13 to
remove the illustration of payments from the lessor relating to
leasehold improvements, to remove any confusion about the
treatment of lease incentives. The Group has not utilised the
practical expedience Covid-19 rent concessions amendments
made in March 2021.
– IFRS 17 insurance contracts to be effective for the annual
period beginning on or after 1 January 2023.
IFRS 17 was issued in May 2017 as replacement for IFRS 4
insurance contracts. It requires a current measurement model
where estimates are re-measured in each reporting period.
Contracts are measured using the building blocks of:
– discounted probability weighted cash flows
– an explicit risk adjustment, and
– a contractual service margin (CSM) representing the
unearned profit of the contract which is recognised as
revenue over the coverage period.
The other amended standards and improvements are not
mandatory for 31 December 2021 reporting period. The Group
expects to adopt the new standards, improvements, and
amendments when they become mandatory.
1.8 Use of alternative performance measures
(“APMs”)
The Group utilises a range of alternative performance measures
(“APMs”) to assess its performance and this document contains
certain measures that are not defined or recognised under
IFRS. The Group considers EBITDA, Adjusted EBITDA, Adjusted
EBITDA Margin, Adjusted profit, Adjusted EPS and constant
currency basis to be APMs that provide meaningful, additional
measures of Group performance.
The Group believes these APMs provide alternative measures
by which to assess the operating performance of the Group
and, together with IFRS measures, are useful in evaluating the
Group’s operating performance. The APMs used in this Financial
Statements should not be considered superior to, or a substitute
for, measures calculated in accordance with IFRS.
Definitions of the Group’s alternative performance measures
along with reconciliation to their IFRS equivalent measure are
included in note 4.
1.9 Functional and presentation currency
The consolidated financial statements are presented in the
United States Dollars (“USD”).
Items included in the financial statements of each of the
Group’s entities are measured using the currency of the primary
economic environment in which the individual entity operates
(the “functional currency”).
2. Summary of signicant accounting policies
The principal accounting policies are set out below. Policies
have been applied consistently, other than where new policies
have been applied.
2.1 Segment reporting
Operating segments are reported in a manner consistent with
the internal reporting provided to the chief operating decision
maker. The Group considers the Executive Leadership Team (ELT)
to be the operating decision making body, as the ELT examines
the Group’s performance and makes all significant decisions
regarding business development and allocation of resources.
For that purpose, a single business segment has been identified
as an operating segment which is consistent with the internal
reporting to the chief operating decision making body. Further
information about the composition of the ELT has been provided
in note 5.
There is also considered to be only one reporting segment, the
results of which are shown in these consolidated statements of
comprehensive income.
2.2 Revenue
The group generates revenue from the sale of company
subscription plans, generally for a period of 12 months, where
the invoicing varies from monthly to yearly. The revenue is
shown net of local sales tax and customer discounts.
Revenue recognition requires an agreement with the customer,
which creates enforceable rights and obligations between the
parties, has commercial substance and identifies payment
terms. The Group recognises revenue when it is probable
that the Group will collect the consideration to which it will be
entitled in exchange for the services that will be transferred to
the customer.
Revenue is measured at the transaction price to which the
Group expects to be entitled. The contracts are based on a
single performance obligation and the transaction price is
allocated to this performance obligation based on a stand-alone
selling price. Revenue from subscriptions is recognised over
time as software service is delivered to customers. Contracts
primarily utilise quarterly or annual billing frequency with
payment terms typically between 8 and 30 days.
The Group contracts with its customers to provide access to,
and use of, its “software-as-a-service” product over the term
defined in the contract. Specific product features accessible
by customers are determined on a customer by customer basis
and are specified in customers’ contracts. The subscription plan
is considered to be a single performance obligation which is
satisfied over time and revenue is recognised on a straight-line
basis over the subscription period.
No significant judgements are made which effect the
determination of the amount or timing of the revenue from
contracts with customers.
139Financial statements
2. Summary of signicant accounting policies continued
Incremental costs of obtaining contracts with customers are
recognised as an expense in the year where the contract is
signed. The Group pays sales commission to its employees for
the sale of contracts, commissions are recognised as expense
in the period that the contract is finalised.
There is no variable consideration included in the transaction
price for the company subscription plans.
If amounts received or receivable from a customer exceed
revenue recognised for a contract, a contract liability is
recognised. Contract liabilities primarily reflect invoices due or
payments received in advance of revenue recognition. Contract
liabilities are unwound as related performance obligations are
satisfied over the related subscription period.
The significant majority of contract liabilities that arise are
expected to be recognised as revenue within a year of the
balance sheet date.
Provisions and accruals for refunds are made to the full value of
the refund in the period to which the refund is identified.
2.3 Government grants
Grants from the government are recognised at their fair
value where there is a reasonable assurance that the grant
will be received, and the Group will comply with all attached
conditions. Income from grants is recognised on a systematic
basis over the periods in which the entity recognises the related
costs for which the grant is intended to compensate. A grant
that becomes receivable as compensation for expenses or
losses already incurred, or for the purpose of giving immediate
financial support to the entity with no future related costs, shall
be recognised in income in the period in which it becomes
receivable. Government grants are recorded as Other operating
income in the statement of profit and loss.
2.4 Cost of sales
Cost of sales consists of the cost to deliver the Group’s software
service. Cost of sales includes the hosting and related technologies
to deliver the software service as well as the ongoing customer
success and customer support efforts that continue to be aligned
with customers over the term of their subscription.
Cost of sales primarily consists of the labour costs associated
with customer success and customer support efforts. Cost of
sales are recognised when incurred.
2.5 Sales and marketing
Sales and marketing costs consists of the efforts primarily
directed at new customer acquisition. Sales costs include
direct sales support functions such as sales operations and
partnerships while marketing costs consist of both marketing
staff labour costs as well as marketing program expenditures.
2.6 Technology and content
Technology and content include research and development
costs incurred by the work of the product and engineering
teams directly on the platform. Also included are the content
costs critical to securing the integrity and trust in our product.
Amortisation of development costs is included in technology
and content due to the nature of the asset on which the
amortisation is charged. The period where there is consumption
of the benefits of the asset is not impacted by the period over
which revenue is recognised or the level of revenue that is
generated by the asset. Therefore this is considered a more
appropriate presentation than to show within cost of sales.
2.7 General and administrative
General and administrative expenses comprise costs incurred
by the back-office functions such as finance, legal and
human resources, including wages, costs under share-based
programmes and other office costs. General and administrative
expenses include a proportion of depreciation, primarily
consisting of right-of-use asset depreciation.
2.8 Other operating income
Other operating income includes income of a secondary nature
to the Group’s primary activities, including gains or losses on the
sale of tangible assets as well as government grants recognised
as income for the year.
Trustpilot Group plc launched a new global R&D and Innovation
Hub in Edinburgh, Scotland, in 2020, with the aim of developing
cutting-edge technology that proactively tackles the behaviour
that threatens trust online. The Hub is being supported
through a R&D grant from Scottish Enterprise. Grants from the
government are recognised at their fair value where there is a
reasonable assurance that the grant will be received, and the
Group will comply with all conditions.
2.9 Financial income and expenses
Financial income and expenses are recognised in the
statements of profit or loss at the amounts that concern the
financial year. Financial income and expenses include interest
income and expenses calculated in accordance with the
effective interest method.
2.10 Income tax
The income tax expense or credit for the period is the tax
payable on the current period’s taxable income based on the
applicable income tax rate for each jurisdiction, adjusted by
changes in deferred tax assets and liabilities attributable to
temporary differences and unused tax losses.
The current income tax charge is calculated on the basis of
the tax laws enacted or substantively enacted at the balance
sheet date in the countries in which the Company and its
subsidiaries operate and generate taxable income. Management
periodically evaluates positions taken in tax returns with respect
to situations in which applicable tax regulation is subject to
interpretation. It establishes provisions, where appropriate, on
the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is provided in full, using the liability
method, on temporary differences arising between the tax
bases of assets and liabilities and their carrying amounts in the
consolidated financial statements.
Deferred income tax is not accounted for if it arises from initial
recognition of an asset or liability in a transaction other than a
business combination that at the time of the transaction affects
neither accounting nor taxable profit or loss.
Notes forming part of the financial statements continued
140
Trustpilot Annual Report & Accounts 2021
Deferred income tax is determined using tax rates (and laws)
that have been enacted or substantially enacted by the end of
the reporting period and are expected to apply when the related
deferred income tax asset is realised or the deferred income tax
liability is settled. Deferred tax assets are recognised only if it is
probable that future taxable amounts will be available to utilise
those temporary differences and losses.
Deferred tax assets and liabilities are offset when there is
a legally enforceable right to offset current tax assets and
liabilities and when the deferred tax balances relate to the same
taxation authority. Current tax assets and tax liabilities are offset
where the entity has a legally enforceable right to offset and
intends either to settle on a net basis, or to realise the asset
and settle the liability simultaneously. It is assessed at each
reporting date whether it is likely that in the future there will be
sufficient taxable profits against which the deferred tax assets
can be utilised.
Changes in deferred tax is recognised in the statement of
comprehensive income, except to the extent that it relates to
items recognised in other comprehensive income or directly
in equity. In this case, the tax is also recognised in other
comprehensive income or directly in equity, respectively.
2.11 Earnings per share
Earnings per share (“EPS”) for the Group are calculated in
accordance with IAS 33. The following types of EPS are reported:
(i) – Basic earnings per share
Group earnings or losses after taxes, divided by the weighted
average number of ordinary shares outstanding for the period.
(ii) – Diluted earnings per share
Group earnings or losses after taxes, divided by the weighted
average number of ordinary shares outstanding for the period
as well as all potentially convertible securities. The impact of
potentially dilutive ordinary shares is excluded when they would
be anti-dilutive.
2.12 Intangible assets
Intangible assets include in progress and completed
development projects.
Intangible assets have a finite useful life and are subsequently
carried at cost less accumulated amortisation and
impairmentlosses.
Costs associated with maintaining IT-platforms are recognised
as an expense as incurred. Development costs that are directly
attributable to the design and testing of identifiable and unique
projects controlled by the Group are recognised as intangible
assets when the following criteria are met:
– It is technically feasible to complete the software so that it
will be available for use;
– Management intends to complete the software and use
or sellit;
– There is an ability to use or sell the software;
– It can be demonstrated how the software will generate
probable future economic benefits;
– Adequate technical, financial and other resources to complete
the development and to use or sell the software are available;
– The expenditure attributable to the software during its
development can be reliably measured, and;
– Directly attributable costs that are capitalised as part of the
projects include employee costs. Capitalised development
costs are recorded as intangible assets and amortised from
the point at which the asset is ready for use.
Research expenditure and development expenditure that do
not meet the criteria above are recognised as an expense as
incurred. Development costs previously recognised as an
expense are not recognised as an asset in a subsequent period.
The Group amortises intangible assets with a finite useful life
using the straight-line method over the following periods:
Development projects – In progress None
Development projects – Completed 3 years
Completed development projects are reviewed annually to
determine whether there are indications of impairment. If such
indication exists, the asset’s recoverable amount is calculated.
If the recoverable amount is lower than the carrying value, the
development projects are impaired to this value. Development
projects in-progress are tested at least annually for impairment.
2.13 Property, plant and equipment
Property, plant and equipment is measured at historical cost
less accumulated depreciation. The cost includes expenditure
that is directly attributable to the acquisition of the items.
Subsequent costs are included in the asset’s carrying amount or
recognised as a separate asset, as appropriate, only when it is
probable that future economic benefits associated with the item
will flow to the group and the cost of the item can be measured
reliably. The carrying amount of any component accounted for
as a separate asset is derecognised when replaced. All other
repairs and maintenance are charged to the statement of profit
or loss during the reporting period in which they are incurred.
Depreciations are calculated using the straight-line method,
net of their residual values over their estimated useful lives,
as follows:
Other fixtures and fittings 3 – 5 years
Tools and equipment 3 – 5 years
Leasehold improvements Term of lease (3 – 5 years)
141Financial statements
2. Summary of signicant accounting policies continued
2.14 Leases
Leases are recognised as a right of use asset and a
corresponding liability at the date at which the leased asset is
available for use by the Group. Each lease payment is allocated
between the liability and finance cost. The finance cost is
charged to the statement of profit or loss over the lease period
so as to produce a constant periodic rate of interest on the
remaining balance of the liability for each period. The right of
use asset is depreciated on a straight-line basis over the shorter
of the asset’s useful life and the lease term of the asset.
The leases of the Group consist of property rentals.
The assets and liabilities arising from the property leases are
initially measured on a present value basis. Lease liabilities
include the net present value of the following lease payments
included in the property leases:
– Fixed payments (including in-substance fixed payments), less
any lease incentives receivable;
– Variable lease payment that are based on an index or a
rate,and;
– Payments of penalties for terminating the lease, if the lease
term reflects the lessee exercising that option.
The lease payments are discounted using the interest rate
implicit in the lease, if that rate can be determined, or the
Group’s incremental borrowing rate, being the rate that the
individual lessee would have to pay to borrow the funds
necessary to obtain an asset of similar value to the right of use
asset in a similar economic environment with similar terms,
security and conditions.
The Group is exposed to potential future increases in variable
lease payments based on an index or rate, which are not
included in the lease liability until they take effect. When
adjustments to lease payments based on an index or rate take
effect, the lease liability is reassessed and adjusted against the
right of use asset.
Lease payments are allocated between principal and finance
cost. The finance cost is charged to the statement of profit or
loss over the lease period so as to produce a constant periodic
rate of interest on the remaining balance of the liability for
eachperiod.
Lease liabilities are subsequently measured by increasing the
carrying amount to reflect interest on the lease liability and
reducing the carrying amount to reflect the lease payments
made. Right of use assets are measured at cost comprising
thefollowing:
– The amount of the initial measurement of lease liability;
– Any lease payments made at or before the commencement
date less any lease incentives received, and;
– Any initial direct costs.
Variable lease payments and payments associated with short-term
leases are recognised on a straight-line basis as an expense in the
statement of profit or loss under the line item administrative costs.
Short-term leases are leases with a lease term of 12 months or
less. The Group has no leases of low-value assets.
The lease term is defined as the non-cancellable period of a
lease together with periods covered by options to extend the
lease if it is reasonable certain that the options will be exercised
and periods covered by options to terminate the lease if it is
reasonably certain that the options will not be exercised.
Extension and termination options are included in a number of
property and equipment leases across the Group. These are
used to maximise operational flexibility in terms of managing the
assets used in the Group’s operations. The majority of extension
and termination options held are exercisable only by the Group
and not by the respective lessor.
The Group classifies leases of 12 months or below as short-term
leases. Those are not treated under IFRS 16 but expensed to the
profit and loss account on a straight line basis over the term of
the lease.
2.15 Deposits
Deposits relate to leasehold premises, which are included in
the consolidated balance sheet as either non- current assets
or current assets depending on the length of time to maturity
of the leased premises with the exception of the lease in
Denmark where there is on-going current lease liability with the
assumption that Trustpilot group plc will not leave the premises
within the next 12 months and therefore the deposit is non-
current, due back after the 12 months.
2.16 Impairment of non-current assets
Non-current assets are tested for impairment whenever events
or changes in circumstances indicate that the carrying amount
may not be recoverable. An impairment loss is recognised for
the amount by which the asset’s carrying amount exceeds its
recoverable amount.
The development projects in progress are tested for impairment
annually. The recoverable amount is the higher of an asset’s fair
value less costs of disposal and value in use. For the purposes
of assessing impairment, assets are grouped at the lowest levels
for which there are separately identifiable cash inflows which
are largely independent of the cash inflows from other assets or
groups of assets (cash-generating units). Non-financial assets
that suffered an impairment are reviewed for possible reversal of
the impairment at the end of each reporting period.
2.17 Financial assets
Financial assets include Trade and other receivables,
prepayments and cash and cash equivalents. All financial
assets are recognised when the Group becomes party to the
contractual provisions of the instrument.
2.18 Trade and other receivables
Trade receivables and other receivables are recognised initially
at fair value and subsequently measured at amortised cost
using the effective interest method, less loss allowance.
Notes forming part of the financial statements continued
142
Trustpilot Annual Report & Accounts 2021
The Group holds the trade receivables and other receivables
with the objective to collect the contractual cash flows and then
measures them subsequently at amortised cost.
The Group applies the IFRS 9 simplified approach to measuring
expected credit losses which uses a lifetime expected loss
allowance for all trade receivables.
See note 18 for a description of the Group’s impairment policies
for trade receivables.
2.19 Prepayments
Prepayments recognised as an asset comprise prepaid
expenses regarding subsequent financial reporting years.
2.20 Cash and cash equivalents
Cash and cash equivalents in the balance sheet comprise cash
at banks and on hand. Cash and cash equivalents are measured
at amortised cost. For the purpose of the consolidated statement
of cash flows, cash and cash equivalents consist of cash and net
of outstanding bank overdrafts as they are considered an integral
part of the Group’s capital management.
2.21 Equity
Share capital
Ordinary shares are classified as equity. Own equity instruments
that are reacquired (treasury shares) are recognised at cost and
deducted from equity. No gain or loss is recognised in profit or
loss on the purchase, sale, issue or cancellation of the Group’s
own equity instruments.
Share premium
The share premium account is used to record the aggregate
amount or value of premiums paid in excess of the nominal
value of these new ordinary shares issued. Costs that directly
relate to the issue of ordinary shares are deducted from share
premium net of corporation tax.
Merger reserve
The merger reserve represents the difference between the
carrying value of the assets and liabilities acquired under merger
accounting to the cost of investment (the fair value).
Accumulated losses
Accumulated losses comprise all current and prior period
retained losses.
Foreign currency translation reserve
Exchange differences arising on translation of the
parent company and of foreign controlled entities into
the presentation currency, USD, are recognised in other
comprehensive income and accumulated in a separate reserve
within equity. The cumulative amount is reclassified to profit or
loss when the net investment is disposed of.
2.22 Financial liabilities
Borrowings are initially recognised at fair value which is generally
proceeds received, and net of transaction costs incurred.
Subsequently, borrowings are measured at amortised cost.
Borrowings are classified according to the length and terms,
which means that settlement of liability more than 12 months
after the reporting period is classified as non-current, the
settlement less than 12 months is classified as current.
Other financial liabilities, including trade and other payables, are
on initial recognition measured at fair value. The liabilities are
subsequently measured at amortised cost.
2.23 Provisions
Provisions are recognised when the group has a present legal or
constructive obligation as a result of past events, it is probable
that an outflow of resources will be required to settle the
obligation, and the amount can be reliably estimated.
2.24 Trade payables and other payables
Trade payables are initially measured at fair value, less any
transaction costs. In subsequent periods, trade payables are
measured at amortised cost using the effective interest method
so that the difference between the proceeds and the nominal
value is recognised in the income statement under financial
expenses over the loan period.
Other payables are measured at amortised cost.
2.25 Share-based payments
Share-based compensation benefits are provided to employees
and board members under two separate warrant programs and
two restricted share schemes.
The warrant programs and restricted share schemes are
classified as equity arrangements. As such, the fair value of
the warrants and restricted shares granted under the programs
are recognised as an expense with a corresponding increase
in equity. The total amount to be expensed is determined by
reference to the fair value of the warrants and restricted shares
granted including the impact of any non-vesting conditions.
The total expense is recognised over the vesting period, which is
the period over which all of the specified vesting conditions are
to be satisfied. At the end of each period, the Group revises its
estimates of the number of options or restricted shares that are
expected to vest based on the respective market vesting, non-
market vesting and service conditions. It recognises the impact
of the revision to original estimates, if any, in profit or loss, with
a corresponding adjustment to equity.
Further information about the warrant and restricted share
programs, including models used to calculate the fair value are
disclosed in note 22.
143Financial statements
2. Summary of signicant accounting policies continued
2.26 Foreign currency translation
Transactions and balances
Foreign currency transactions are translated into the functional
currency using the exchange rate ruling at the date of the
transaction. Foreign currency monetary items are translated at
the rates of exchange ruling at the end of the reporting period.
Non-monetary items that are measured in terms of historical
cost in a foreign currency are not retranslated.
Exchange differences arising on the settlements of monetary
items and on the retranslation of monetary items are included
in profit or loss for the year, except for foreign currency
movements on intercompany balances, where settlement is not
planned or likely in the foreseeable future, in which case they are
recognised in other comprehensive income. Foreign exchange
movements on external borrowings which are designated as
a hedge of the net investment in its related subsidiaries are
recognised in the translation reserve.
The assets and liabilities of the Group’s subsidiaries are
translated into USD using period-end exchange rates. Income
and expenses items are translated at the average exchange
rates for the period. Where the differences arise between these
rates, they are recognised in other comprehensive income and
the translation reserve.
Translation of share capital and share premium
Share capital and share premium denominated in a currency
that differs from the groups presentational currency is translated
at each year end using the closing rate. All resulting exchange
differences noted on retranslating equity items are recognised
directly in equity as part of the foreign currency translation
reserve and does not form part of other comprehensive income.
2.27 Cash ow statement
The cash flow statement shows the Group’s cash flows for
the year broken down by operating, investing and financing
activities, changes for the year in cash and cash equivalents as
well as the Group’s cash and cash equivalents at the beginning
and end of the year.
Cash flows from operating activities are calculated as the net
profit/loss for the year adjusted for changes in working capital
and non-cash operating items such as share-based payment
expenses, depreciation, amortisation and impairment losses.
Working capital comprises current assets less short-term debt,
excluding items included in cash and cash equivalents.
Cash flows from investing activities comprise cash flows from
acquisitions and disposals of intangible assets, property, plant
and equipment as well as fixed asset investments.
Cash flows from financing activities comprise cash flows from the
raising and repayment of long-term debt and principal element on
lease payments as well as payments to and from shareholders.
Notes forming part of the financial statements continued
144
Trustpilot Annual Report & Accounts 2021
3. Critical accounting estimates and judgements
The preparation of financial statements requires the use of
accounting estimates which, by definition, will seldom equal the
actual results. Management also needs to exercise judgement in
applying the Group’s accounting policies.
The judgements, estimates as well as the related assumptions
made are based on historical experience and other factors that
Management considers to be reliable, but which by their very
nature are associated with uncertainty and unpredictability.
Actual results may differ from these estimates.
3.1 Critical accounting estimates
Critical accounting estimates are expectations of the future based
on assumptions, that to the extent possible are supported by
historical trends or reasonable expectations. The assumptions
may change to adapt to the market conditions and changes in
economic factors etc. The Group believe that the estimates are
the most likely outcome of future events.
Share based payments
Estimating fair value for share-based payment transactions
requires determination of the most appropriate valuation model,
which depends on the terms and conditions of the grant. This
estimate also requires determination of the most appropriate
inputs to the valuation model including the expected life of
the share option, volatility and dividend yield and making
assumptions about these. The assumptions and models used for
estimating fair value for share-based payment transactions are
disclosed in note 8.
Estimates are also undertaken regarding expected forfeiture rates
of unvested shares as well as performance estimates under LTIP
program. Estimates only impact phasing of expenses as all actual
forfeitures and performance is ultimately trued-up in reporting.
A number of significant awards were issued whilst the Group was
not a public listed company, and therefore there was a greater
level of estimation required over key inputs such as the business
valuation and associated equity value. Therefore the charge
associated with these private company awards would be directly
impacted by any sensitivity to increase or decrease the estimate
of business valuation.
3.2 Critical accounting judgements
Key accounting judgements are made when applying
accounting policies. Key accounting judgements are the
judgements made by the Group that can have a signicant
impact in the nancial results.
Unrecognised deferred tax asset
As of 31 December 2021, the Group has unrecognised tax
assets of $151 million (tax value of $32 million), that relates to tax
loss carry-forward amounts primarily to Trustpilot A/S and its
immediate subsidiary Trustpilot, Inc. Trustpilot A/S and the US
subsidiary have incurred the losses over the previous years as a
consequence of expanding the Group and its operations. $110
million of the unrecognised tax assets can be carried forward
indefinitely with no expiration date while $41 million is subject to a
finite utilisation period with expirations beginning as soon as 2033.
Recognition of deferred tax assets requires that it is probable
that future taxable profits are available against which the
unused tax losses can be utilised. As the Group has a history
of making taxable losses, IAS 12 Income Taxes further requires
that convincing evidence is available to support Management’s
assessment that sufficient taxable profits will be available in
the future. Even though the Group’s approved budgets shows
that Trustpilot should be able to generate taxable profits in the
foreseeable future, Management has concluded that it will not
be able to meet the strict criteria in IAS 12 to provide ‘convincing
evidence’, as the budget are sensitive to the timing and level
of investments in the Trustpilot-platform and similar factors.
Consequently, no deferred tax assets have been recognised for
the Group’s tax loss carry-forwards. Additional detail can be
found in note 15.
Determining the lease term
The Group determines the lease term as the non-cancellable
term of the lease, together with any periods covered by an
option to extend the lease if it is reasonably certain to be
exercised, or any periods covered by an option to terminate the
lease, if it is reasonably certain not to be exercised.
Extension and termination options are included in a number
of property leases across the Group. Management applies
judgement in evaluating whether it is reasonably certain or not
to exercise the options to extend and/or terminate the leases.
When determining the lease term, Management considers all
facts and circumstances that create an economic incentive
to exercise an extension option, or not exercise a termination
option. Extension options (or periods after termination options)
are only included in the lease term if the lease is reasonably
certain to be extended (or not terminated). The Group considers
factors including historical lease durations; and the costs
and business disruption required to replace the asset. Most
extension options have not been included in the lease liability,
because the Group could replace the asset (the offices) without
significant cost or business disruption.
The assessment of reasonable certainty is only revised if a
significant event or a significant change in circumstances occurs,
which affects this assessment, and that is within the control of
the lessee. The lease term is reassessed if an option is actually
exercised (or not exercised) or the Group becomes obliged to
exercise (or not exercise) it. A judgement is taken to account for
the lease in Denmark considered at 12 months, although there
exists a right to terminate the lease at 6 months. If the judgement
was taken to terminate the lease, the current lease liability would
be lower by USD 439 thousands. Information on potential future
rental payments related to periods following the exercise date
of termination options that are not included in the lease term is
disclosed in note 17 (leases).
145Financial statements
4. Alternative performance measures
The Group utilises a range of alternative performance measures (“APMs”) to assess its performance and this document contains
certain measures that are not defined or recognised under IFRS. The Group considers EBITDA, Adjusted EBITDA, Adjusted EBITDA
Margin, Adjusted profit, Adjusted EPS and constant currency basis to be APMs that provide meaningful, additional measures of
Group performance.
The Group believes these APMs provide alternative measures by which to assess the operating performance of the Group and,
together with IFRS measures, are useful in evaluating the Group’s operating performance. The APMs used in this Financial
Statements should not be considered superior to, or a substitute for, measures calculated in accordance with IFRS.
EBITDA
EBITDA is defined as earnings before interest, tax, depreciation, amortisation. Depreciation and amortisation includes any non-
cash impairment charges functioning as accelerated depreciation or amortisation. Trustpilot believes EBITDA is meaningful as a
profitability measure before non-cash activity, financing and taximpacts.
FY21
$ ‘000
FY20
(unaudited)
$ ‘000
Operating loss (24,152) (9,083)
Depreciation and amortisation 8,232 5,738
EBITDA (15,920) (3,345)
Adjusted EBITDA
The Group measures the overall performance by reference to Adjusted EBITDA which is a non-IFRS measure. The Group believes
Adjusted EBITDA is a meaningful representation of core operating profit as it adjusts for certain non-recurring or non-cash items
with associated taxes. While some non-cash items such as depreciation, amortisation and share-based compensation are
recurring, management finds the exclusion of these costs from Adjusted EBITDA to be meaningful given their non-cash nature,
consistent with similar firms within our sector. The following definition of Adjusted EBITDA was also determined based on what
management believes provides the best comparability to the same metric provided by similar firms in our sector.
Adjusted EBITDA is defined as EBITDA (earnings before interest, tax, depreciation, amortisation) adjusted to exclude share-based
compensation, including associated cash settled social security costs, non-recurring transaction costs such as those related to
IPO preparation and restructuring costs, which relate to one-time costs associated with a material organisational change such as
severance payments.
Adjusted EBITDA
$ ‘000 other than per cent FY21
FY20
(unaudited)
Operating loss (24,152) (9,083)
Depreciation and amortisation 8,232 5,738
EBITDA (15,920) (3,345)
Non-recurring transaction costs 9,785 4,263
Restructuring costs – 1,580
Share-based compensation, including associated social security costs 10,012 3,619
Adjusted EBITDA 3,877 6,117
Adjusted EBITDA margin (percent) 3 6
Adjusted EBITDA fell from $6,117 thousand in FY20 to $3,877 thousand in FY21. Adjusted EBITDA margin fell from 6 per cent in
FY20 to 3 per cent in FY21. The decline in Adjusted EBITDA and Adjusted EBITDA margin were driven by investments across the
Group partially offset by revenue growth. Included in the FY21 share-based payments is a non-cash charge of $6,527 thousand
(FY20 of $2,696 thousand) and associated social security costs of $3,485 thousand (FY20 of $923 thousand).
Notes forming part of the financial statements continued
146
Trustpilot Annual Report & Accounts 2021
Non-recurring transaction costs relate to professional and legal fees associated with corporate financing activities, in FY21 this consisted
exclusively of IPO related costs. IPO costs consisted primarily of accounting, legal and advisory services that were expensed as the
services were provided, largely between the fourth quarter of 2020 and the first quarter of 2021. FY20 non-recurring transaction costs
consisted of early preparation costs for the IPO before the efforts accelerated in the fourth quarter of 2020. Restructuring costs relate to
redundancies and cost reduction measures undertaken in FY20 as a response to the uncertainty caused by the Covid-19 pandemic.
Functional distribution of adjustments
FY21
$ '000 Group
Sales and
marketing
Technology and
content
General and
administrative
Operating loss (24,152)
Depreciation and amortisation 8,232 – 2,655 5,577
Non-recurring transaction costs 9,785 – – 9,785
Restructuring costs – – – –
Share-based compensation, including associated social security costs 10,012 – – 10,012
Adjusted EBITDA 3,877
FY20
$ '000
Group
(unaudited)
Sales and
marketing
(unaudited)
Technology and
content
(unaudited)
General and
administrative
(unaudited)
Operating loss (9,083)
Depreciation and amortisation 5,738 – 1,10 0 4,638
Non-recurring transaction costs 4,263 – – 4,263
Restructuring costs 1,580 1,219 132 229
Share-based compensation, including associated social security costs 3,619 – – 3,619
Adjusted EBITDA 6,117
Adjusted prot/(loss)
Trustpilot introduced a new APM for adjusted profit/(loss) since filing the IPO prospectus. Adjusted profit/(loss) was introduced
to enable an adjusted earnings per share (adjusted EPS) figure to be reported.
Adjusted profit/(loss) and adjusted EPS serve to illustrate performance without the impact of certain non- recurring or non-cash
items with associated taxes. Additional detail for adjusted EPS can be found in note 16.
FY21
$ ‘000
FY20
(unaudited)
$ ‘000
Loss for the year (25,894) (12,279)
Non-recurring transaction costs 9,785 4,263
Restructuring costs – 1,580
Share-based compensation 10,012 3,619
Tax impact of above adjustments
1
(2,153) (1,110)
Adjusted loss (8,250) (3,927)
1 Tax impact doesn’t factor share-based compensation, reflects 22 per cent tax rate assumption in FY21 and 19 per cent in FY20.
147Financial statements
4. Alternative performance measures continued
Adjusted EPS
Adjusted earnings per share (adjusted EPS) was introduced to illustrate earnings per share adjusted for certain non-recurring or
non-cash items with associated taxes.
Adjusted basic earnings per share is defined as earnings or losses after taxes adjusted to exclude share-based compensation,
including associated social security costs, non-recurring transaction costs related to the one- time IPO preparation costs and
restructuring costs, divided by the weighted average number of ordinary shares outstanding for theperiod.
Adjusted diluted earnings per share is defined as earnings or losses after taxes adjusted to exclude share- based compensation,
including associated social security costs, non-recurring transaction costs related to the one- time IPO preparation costs and
restructuring costs, divided by the weighted average number of ordinary shares outstanding for the period as well as all potentially
convertible securities. The impact of potentially dilutive ordinary shares is excluded when they would be anti-dilutive.
$ ‘000, except per share FY21
FY20
(unaudited)
Weighted average number of ordinary shares 401,445 367,727
Adjusted loss (8,250) (3,927)
Adjusted loss per share (cents)
1
Basic (2.1) (1.1)
Diluted (2.1) (1.1)
1 Given the Group incurred losses in FY21 and FY20, the impact of potentially dilutive ordinary shares have been excluded as they would otherwise be anti-dilutive in
accordance with IAS 33.
Constant currency basis
Given the Group operates in multiple currencies, Trustpilot believes illustrating period-to-period comparisons on a constant
currency basis is meaningful to see differences before the impact of currency fluctuations. The Group’s constant currency
calculations are performed by applying the monthly average exchange rates from the last month in the most recent period to
prior periods, which provides a like-for-like comparison excluding the effect of exchange rate fluctuations. Figures shown in
these alternative performance measures notes are shown at reported rates.
Notes forming part of the financial statements continued
148
Trustpilot Annual Report & Accounts 2021
5. Operating segments
For management purposes and based on internal reporting information, the Group is organised in only one operating segment, as the
information reported includes operating results at a consolidated group level only. The costs related to the main nature of the business, being
the Group´s online review platform which serves the Group customers, are not attributable to any specific revenue stream or customer type
and are therefore borne centrally. The results of the single reporting segment, comprising the entire Group, are shown in the consolidated
statement of comprehensive income.
The Executive Leadership Team is the Chief Operating Decision Maker (CODM), which is made up of the senior leadership across
the respective functional areas, responsible for the strategic decision making and for the monitoring of the operating results of the
single operating segment for the purpose of performance assessment.
Whilst Group operations are distributed globally with a large presence in Denmark and shares are listed on the London Stock
Exchange, the UK and North America are the Group’s primary markets where revenue generated consists of approximately 40 per
cent and 23 per cent (FY20: UK: approx. 38 per cent and North America: approx. 27 per cent), respectively. Other geographical
locations besides the UK and North America are defined as ‘Europe and Rest of World’ where no individual country exceeded more
than 6 per cent of the consolidated revenue in FY21 (FY20: 7 per cent).
Trustpilot has customers in many regions around the world but is organised globally from an operation perspective. For this reason,
while operating assets may be recorded in Denmark for example, they will be supporting customers around the world. Therefore, a
single operating segment is reported with revenue disclosed by region based on the location of the customer. Non-current operating
assets are similarly based on geographic location. The measurement of liabilities by geographic location is not included in this
disclosure as this information is not regularly reviewed by the CODM for decision making purposes.
The following table displays external revenue and non-current operating assets by geographic area:
FY21
$ ‘000
FY20
(unaudited)
$ ‘000
Revenue
UK 53,136 39,159
North America 30,503 27, 872
Europe and Rest of the World 47,8 04 34,954
Total revenue 131,443 101,985
Non-current operating assets
UK 13,112 14,952
North America 1,526 3,308
Europe and Rest of the World 7,88 0 7,18 9
Total 22,518 25,449
Non-current assets consist of intangible assets, property, plant and equipment, right-of-use assets and deposits.
6. Staff cost
The monthly average number of persons employed by the Group (including Directors) by function was:
FY21
FY20
(unaudited)
Customer Success and Support 178 152
General & Administrative 109 95
Sales & Marketing 279 304
Technology & Content 220 187
Total 786 738
149Financial statements
6. Staff cost continued
Group employee costs comprise:
FY21
$ ‘000
FY20
(unaudited)
$ ‘000
Wages and salaries 86,271 72,752
Social security costs 10,603 6,271
Other pension costs 1,620 1,359
Share-based payment 6,527 2,696
105,021 83,078
Key Management Compensation
Key Management consists of executive and non-executive Directors, further disclosure of Directors’ emoluments is available in the
Directors’ Remuneration Report on page 114. The compensation paid or payable to key management for employee services and
director duties is shown below:
FY21
$ ‘000
FY20
(unaudited)
$ ‘000
Directors:
Short-term employee benefits 2,024 926
Post-employment benefits 25 20
Share-based payment 2,019 1,019
Total compensation of key management personnel 4,068 1,965
7. Operating loss
FY21
$ ‘000
FY20
(unaudited)
$ ‘000
Operating loss is stated after charging:
Fees payable to the company’s auditor and its associates for:
Audit of parent company and consolidated financial statements 762 119
Audit of financial statements of subsidiaries of the Group 233 –
Tax compliance and advisory service
1
492 218
Other audit related assurance services
2
179 –
Other assurance services
3
1,974 1,026
Non-audit services
4
120 249
Depreciation on property, plant and equipment 936 528
Depreciation on right-of-use assets 4,855 3,924
Impairment loss on right-of-use assets – 339
Amortisation on intangible assets 2,321 862
Impairment loss on intangible assets 120 85
1 Tax compliance and advisory services consist primarily of income tax preparation, reporting and filing for members of the Group. Tax compliance and advisory services
also consists of work undertaken before the IPO to determine the IPO impacts to employee share schemes as well as impacts from IPO restructuring.
2 Other audit related assurance services consist of fees associated with the review of interim financials.
3 Other assurance services consist primarily of IPO related assurance services and other matters related to IFRS provided prior to the IPO.
4 Non-audit services costs of consultancy provided, prior to the IPO, related primarily to restructuring and transfer pricing.
Notes forming part of the financial statements continued
150
Trustpilot Annual Report & Accounts 2021
8. Share-based payment plans
Prior to Admission, Trustpilot A/S (the former parent company of the corporate group) operated a long-term incentive warrant
program under which warrants in Trustpilot A/S were granted at market value, free of charge. Each warrant conferred a right to
subscribe for 1 common share in Trustpilot A/S. The warrants were granted to two categories of recipients: (i) to employees of
varying seniority throughout the Group; and (ii) to selected senior employees of the Group and certain board members of Trustpilot
A/S. The vesting and exercise conditions for each category are summarised below:
– “Employee” category: Vesting was time-based, dependent on continued service, and typically in 4 tranches vesting annually.
Unvested warrants were capable of being forfeited if the individual’s employment ended. Both vested and unvested warrants were
capable of being forfeited if the individual’s employment was terminated by the employer for cause. Vested warrants could only
be exercised in the event of an exit (including a sale or initial public offering of Trustpilot A/S’s shares) during the exercise period.
Upon an exit event, the board of Trustpilot A/S could decide to continue or replace the unvested warrants (or accelerate vesting).
Any vested warrants not exercised at the exit event would lapse, unless otherwise decided by the board. The exercise price for
the warrants was equal to the market value at the time of grant, as determined by an independent valuation. The exercise period
would typically expire 7 years after the grant date.
– “Selected employees and board members” category: Vesting was time-based, dependent on continued service, and typically
in 16 tranches vesting quarterly. Unvested warrants were capable of being forfeited if the individual’s employment ended. Both
vested and unvested warrants were capable of being forfeited if the individual’s employment was terminated by the employer
for cause. Vested warrants could be exercised at any time during the exercise period. Unless otherwise decided by the board,
any vested warrants that are not exercised at an exit event would lapse. On an IPO of Trustpilot A/S, vested warrants would not
lapse (unless a replacement award had been issued to replace the vested warrants). Any unvested warrants which had not been
accelerated or replaced at an exit, would continue to vest as normal. The exercise price for the warrants was equal to the market
value at the time of grant, as determined by an independent valuation. The exercise period would typically expire 10 years after
the grant date.
In connection with the IPO, Trustpilot A/S restructured its warrant program:
A. On 26 March 2021, all outstanding warrants in Trustpilot A/S (as of 26 March 2021: 818,784) were cancelled and replaced by
new warrants in the Company in the proportion 1 to 78. The terms of the warrants granted in the Company preserve the same
substantive elements and economic drivers as the replaced warrants in Trustpilot A/S, including vesting dates, and are intended
to operate as the previous warrants in Trustpilot A/S would have done if an initial public offering of Trustpilot A/S’s shares
hadoccurred.
As permitted under the previous warrant terms, the warrant holders under the ‘employee’ category (or ‘selected employees
and board members’ category) were not required to exercise their vested warrants upon the Company’s IPO, but could retain
their vested warrants and exercise them (and any unvested warrants that subsequently vest) at any time until the expiry of the
exerciseperiod.
The increase in fair value of warrants under the ‘employee’ category right after the modification compared to the fair value just
before the modification has been accounted for as follows:
– For vested warrants, the increase in the fair value is recognised as an expense immediately as a one-off adjustment, when the
modification has been agreed.
– For unvested warrants, the increase in the fair value is expensed over the remaining vesting period together with the remaining
unrecognised original fair value of the outstanding warrants prior to the adjustment.
The impact of the fair value adjustment on 26 March 2021 is summarised below:
Total
$ ‘000
Total fair value adjustment 1,750
Of which immediately expensed 126
Of which will be expensed over remaining vesting period 1,624
151Financial statements
8. Share-based payment plans continued
Total movement in employee warrants:
FY21 FY20
Number of
warrants
#’000
Weighted
average
exercise price
$’000
Number of
warrants
(unaudited)
#’000
Weighted
average
exercise price
(unaudited)
$’000
Opening Balance 60,013 0.49 47,716 0.36
Granted 6,603 1.81 17,793 0.81
Exercised/Released (27,817) 0.37 (287) 0.13
Forfeited (3,758) 1.03 (5,209) 0.51
Closing Balance 35,041 0.78 60,013 0.49
As at 31 December 2021, employee warrants had exercise prices ranging from $0.13 to $1.81 with a weighted average of $0.78. The
weighted average remaining contractual life of warrants outstanding as at 31 December 2021 was 7.05 years. As at 31 December
2021, 13,319 thousand warrants were exercisable.
The fair value at grant date is determined using a Black-Scholes model that takes into account the share price at grant date,
the exercise price, the risk free interest rate for the term of the warrants, the expected volatility and the term of the warrant (the
expected maturity).
Black-Scholes model Input
Employee program – interest (0.46)%
Selected employees and board members – interest (0.31)%
Volatility 55.00%
The fair value of the share price at grant date is based on an external valuation report of the Group, which takes illiquidity discount
into account for warrants granted pre-IPO. The expected price volatility is estimated by an external expert and is based upon an
analysis of the historical volatility of peer-group public companies and factors specific to Trustpilot A/S. For selected employees
and board members, the expected maturity is measured as a weighted average, considering the probability of the occurrence/
non-occurrence of certain exit events. For employees, the expected maturity corresponds to the expected number of years until the
occurrence of an exit event. The expected likelihood of the occurrence of an exit event is taking into account in determining the fair
values of the grants. No additional features of the warrant grant are incorporated into the fair value assessment.
For the purpose of illustrating sensitivity to these assumptions, in FY21 if the actual forfeiture rate is 10 per cent lower than
anticipated, it would result in 0.8 per cent or $45 thousand higher expense. Conversely, if the non-market performance criteria
attainment is 10 per cent lower than anticipated, the expense in FY21 would be 0.4 per cent or $23 thousand lower.
The Company implemented two new restricted share schemes in connection with the IPO, a Long Term Incentive Plan and
Restricted Share Plan:
Long Term Incentive Plan
A Long Term Incentive Plan (“LTIP”) was established in connection with the IPO to ensure the alignment of incentives for
management and the performance of the Group. Incentives are established across three complementary measures of shareholder
return performance, revenue growth and trust to ensure balanced priorities for management for the long term advancement of the
Group. The Board of Directors of the Company (the “Board”) resolved to adopt the LTIP on 5March2021.
In FY21, conditional awards over 1,215,246 ordinary shares in the Company were granted to management under the LTIP. The
market value of the ordinary shares over which the awards were granted was deemed to be £2.65 per ordinary share (the price at
which ordinary shares were offered in respect of Admission).The cost of acquisition of the awards when vested is 1 pence per each
share, equal to the nominal share value. The LTIP is administered at the discretion of the remuneration committee of the Board (the
“Remuneration Committee”) and no individual has a contractual right to participate. These LTIP awards will ordinarily vest on 1 April
2024, subject to the award recipient’s continued service and the Remuneration Committee’s assessment of the extent to which the
award’s performance measures are satisfied. Settlement of any vested portion of the awards is expected to be satisfied by the issue
Notes forming part of the financial statements continued
152
Trustpilot Annual Report & Accounts 2021
of new ordinary shares in the Company upon the vesting date. Executive directors of the Company are subject to a two year post-
vesting holding period for the shares they receive (net of shares equal to any tax liability and nominal cost of acquisition). Targets for
each of the three performance measures are set with a lower bound and upper bound. If performance falls below the lower bound
there will be no vesting. If performance meets or exceeds the upper bound it will result in 100 per cent vesting.
Performance between the lower and upper bounds will result in vesting between 25 per cent and 100 per cent on a straight-line
basis, as further detailed below.
Total shareholder return (“TSR”) performance measure
The vesting of 55 per cent of such LTIP awards (the “TSR Part”) is subject to the Company’s TSR performance over a three year
period that commenced on 26 March 2021 (the date of Admission) relative to the TSR performance over the same period of the
constituents of the FTSE 250 Index (excluding investment trusts and the Company) as at 26 March 2021. 25 per cent of the TSR Part
will vest for median ranking performance, rising on a straight-line basis up to 100 per cent vesting of the TSR Part for upper quartile
ranking (or better) relative TSR performance.
Annual recurring revenue (“ARR”) performance measure
The vesting of 25 per cent of such LTIP awards (the “ARR Part”) is subject to the compound annual growth rate (“CAGR”) in the
Group’s ARR over the period 1 January 2021 to 31 December 2023. 25 per cent of the ARR Part will vest for CAGR in ARR over the
measurement period of 20 per cent, rising on a straight-line basis up to 100 per cent vesting of the ARR Part for CAGR in ARR over
the measurement period of 30 per cent (orbetter).
Trust performance measure
The vesting of 20 per cent of such LTIP awards (the “Trust Measure Part”) is subject to targets set for the average of the trust
performance measures taken at the end of 2021, 2022 and 2023 respectively. The trust performance measure takes into account
the average star rating of reviews gathered in the respective periods for Trustpilot on the Trustpilot platform. 25 per cent of the Trust
Measure Part shall vest for threshold performance, rising on a straight-line basis up to 100 per cent vesting for stretch performance
or better. As an additional condition, no part of such LTIP awards will vest unless the Remuneration Committee is satisfied as to
overall Company performance over the period until vesting – and, as required by the UK Corporate Governance Code, the
Remuneration Committee will retain a power to moderate the vesting levels from awards if this is appropriate in all of
the circumstances, including consideration of shareholder experience.
Settlement of vested awards is expected to be satisfied by the issue of new ordinary shares in the Company. LTIP awards
contributed $423 thousand to the share-based compensation expense in the FY21 financials. Targets and fair value treatment are
summarised as follows:
Measure Fair Value Method
Weighted
Avg Fair Value Lower Bound Upper Bound
TSR Stochastic Model 1.57 Equal to Median Upper Quartile or Greater
ARR Black-Scholes 2.53 CAGR of 20% CAGR of 30% or Greater
Trust Black-Scholes 2.53 Average Trust Measure of 3.5 Average Trust Measure of 4.2 or Greater
Fair Value Factors Input
Additional
Chaffe Input
(Executive Director)
Closing share price on date of grant (pence) 265.00 N/A
Price (pence) 1.00 265.00
Expected term 3.01yrs +2.00 yrs holding period
Risk-free interest rate 0. 21% 0.40%
Expected dividend yield –% –%
Expected volatility 34.34% 34.93%
Note: Chaffe model used to fair value the impact of the two year holding period for Executive Directors.
153Financial statements
8. Share-based payment plans continued
Total movement in LTIP
# ‘000
FY21
# ‘000
FY20
(unaudited)
# ‘000
Opening Balance 0 0
Granted 1,215 0
Exercised/Released 0 0
Forfeited (114) 0
Closing Balance 1,101 0
Restricted Share Plan
In addition to the LTIP established for management, a Restricted Share Plan (“RSP”) was established in connection with the IPO
for selected employees. Though vesting is subject to the condition of continued service only rather than performance measures,
the RSP aligns the interest of award recipients with shareholders and serves to help retain employees over the vesting periods.
The Board resolved to adopt the RSP on 5 March 2021.
In FY21, conditional awards over 829,753 ordinary shares in the Company were issued to employees under the RSP. Vesting
typically takes place over a four year period with settlement of each vested portion of the awards expected to be satisfied by the
issue of new ordinary shares in the Company upon the vesting date. The RSP is administered at the discretion of the Remuneration
Committee and no individual has a contractual right to participate. The cost of acquisition of the awards when vested is 1 pence
per each share, equal to the nominal share value, and the fair value is determined using a Black-Scholes model. RSP awards
contributed $567 thousand to the share-based compensation expense in the FY21 financials.
Fair Value Factors April 2021 Grant October 2021 Grant
Closing share price on date of grant (pence) 322.60 353.00
Price (pence) 1.00 1.00
Weighted average contractual life 3.92 years 3.47 years
Risk-free interest rate 0. 21% 0.15%
Expected dividend yield –% –%
Expected volatility 34.34% 35.24%
Notes forming part of the financial statements continued
154
Trustpilot Annual Report & Accounts 2021
Total movement in RSP
FY21
# ‘000
FY20
(unaudited)
# ‘000
Opening Balance 0 0
Granted 830 0
Exercised/Released (1) 0
Forfeited (15) 0
Closing Balance 814 0
Expense by equity plan type
FY21
$ ‘000
FY20
(unaudited)
$ ‘000
Warrants 5,537 2,696
Restricted Share Plan 567 0
Long Term Incentive Plan 423 0
6,527 2,696
9. Amortisation, depreciation and impairment losses
FY21
$ ‘000
FY20
(unaudited)
$ ‘000
Depreciation on property, plant and equipment 936 528
Depreciation on right-of-use assets 4,855 3,924
Impairment loss on right-of-use assets – 339
Amortisation on intangible assets 2,321 862
Impairment loss on intangible assets 120 85
8,232 5,738
Amortisation and impairment on intangible assets are included in the statement of profit or loss under the line item Technology
and Content.
Amortisation, depreciation and impairment losses are allocated in profit or loss in the following manner:
FY21
$ ‘000
FY20
(unaudited)
$ ‘000
Technology and Content 2,655 1,100
General and administrative 5,577 4,638
8,232 5,738
155Financial statements
10. Finance income
FY21
$ ‘000
FY20
(unaudited)
$ ‘000
Foreign exchange rate gains 8,962 6,590
Interest income 10 21
8,972 6,611
11. Finance expenses
FY21
$ ‘000
FY20
(unaudited)
$ ‘000
Foreign exchange rate losses (9,028) (8,439)
Financing costs (61) (243)
Interest expense (1,347) (1,179)
Lease interest expense
1
(994) (609)
(11,4 30) (10,470)
1 The comparative information has been expanded to separately present the lease interest expense.
12. Income tax
FY21
$ ‘000
FY20
(unaudited)
$ ‘000
Current tax
Current tax on UK profit for theyear (26) (52)
Current tax credit on overseas profits for the year 814 786
Adjustments in respect of prior periods (365) (78)
Total current tax credit 423 656
Deferred tax
Origination and reversal of temporary differences 259 7
Derecognition of deductible temporary differences 52 –
Change in tax rate (18) –
Total deferred tax credit 293 7
Total tax credit in the statement of profit or loss 716 663
Notes forming part of the financial statements continued
156
Trustpilot Annual Report & Accounts 2021
FY21
$ ‘000
FY20
(unaudited)
$ ‘000
Reconciliation of effective taxrate
Factors affecting the tax credit for the year:
Loss before tax (26,610) (12,942)
Current tax credit using the Danishcorporation tax rate of 22%(2020:22%) 5,853 2,847
Effects of:
Items not deductible (747 ) (1,596)
IPO expenses (2,197) (705)
Share options (1,897) –
Research and development tax credit 1,201 653
Adjustment to tax charge in respect of prior periods (418) (78)
Differences between overseas taxrates (101) (74)
Movements in temporary differences not recognised (960) (384)
Effect of deferred tax rate changes (18) –
Total tax credit 716 663
The Danish corporate income tax rate of 22 per cent is used in the tax reconciliation for the Trustpilot Group as the majority of
recognised tax arises in Denmark. Taxation for other jurisdictions is calculated at the rates prevailing in each jurisdiction.
Certain losses arising in the year have been sold to the Danish tax authorities allowing a realisation of an associated tax credit of
$875,268 (FY20: $842,000).
13. Intangible assets
Development
projects in
progress
$ ‘000
Completed
development
projects
$ ‘000
Total
$ ‘000
Cost:
At 1 January 2021 720 5,872 6,592
Additions during the year 3,790 – 3,790
Transfer – In progress to placed in service (2,621) 2,621 –
Exchange difference (55) (613) (668)
At 31 December 2021 1,834 7,8 8 0 9,714
Accumulated amortisation and impairment:
At 1 January 2021 – (1,114) (1,114)
Amortisation for the year – (2,321) (2,321)
Impairment for the year (63) (57) (120)
Exchange difference – 179 179
At 31 December 2021 (63) (3,313) (3,376)
Carrying amount as at 31 December 2021 1,771 4,567 6,338
157Financial statements
13. Intangible assets continued
Development
projects in
progress
(unaudited)
$ ‘000
Completed
development
projects
(unaudited)
$ ‘000
Total
(unaudited)
$ ‘000
Cost:
At 1 January 2020 1,959 824 2,783
Additions during the year 3,261 – 3,261
Transfer – In progress to placed in service (4,690) 4,690 –
Exchange difference 190 358 548
At 31 December 2020 720 5,872 6,592
Accumulated amortisation and impairment:
At 1 January 2020 – (108) (108)
Amortisation for the year – (862) (862)
Impairment for the year – (85) (85)
Exchange difference – (59) (59)
At 31 December 2020 – (1,114) (1,114)
Carrying amount as at 31 December 2020 720 4,758 5,478
Research and development costs that are not eligible for capitalisation have been expensed in the period incurred and are included
in the income statement within Technology and Content. In 2021, this amounted to $33.7 million (2020: $24.1 million).
Intangible assets consist of capitalised salaries undertaken for software development with some future economic benefit. Salaries
are capitalised then amortised to better align expenses with benefits received to the organisation. Development projects in progress
are tested for impairment annually.
14. Property, plant and equipment
Leasehold
improvements
$ ‘000
Other fixtures
and fittings,
tools and
equipment
$ ‘000
Total
$ ‘000
Cost:
At 1 January 2021 1,883 1,351 3,234
Additions during the year 38 393 431
Disposals (191) (188) (379)
Exchange adjustment (30) (73) (103)
At 31 December 2021 1,700 1,483 3,183
Accumulated depreciation and impairment:
1 January 2021 (445) (768) (1,213)
Depreciation for the year (565) (371) (936)
Disposals 191 176 367
Exchange adjustment 21 62 83
At 31 December 2021 (798) (901) (1,699)
Carrying amount as at 31 December 2021 902 582 1,484
Notes forming part of the financial statements continued
158
Trustpilot Annual Report & Accounts 2021
Leasehold
improvements
(unaudited)
$ ‘000
Other fixtures
and fittings,
tools and
equipment
(unaudited)
$ ‘000
Total
(unaudited)
$ ‘000
Cost:
At 1 January 2020 518 1,031 1,549
Additions during the year 1,424 451 1,875
Disposals (75) (190) (265)
Exchange adjustment 16 59 75
At 31 December 2020 1,883 1,351 3,234
Accumulated depreciation and impairment:
At 1 January 2020 (267) (625) (892)
Depreciation for the year (242) (286) (528)
Disposals 75 181 256
Exchange adjustment (11) (38) (49)
At 31 December 2020 (445) (768) (1,213)
Carrying amount as at 31 December 2020 1,438 583 2,021
15. Deferred tax
Deferred tax assets and liabilities are attributable to the following:
Assets Liabilities Net
FY21
$ ‘000
FY20
$ ‘000
FY21
$ ‘000
FY20
$ ‘000
FY21
$ ‘000
FY20
$ ‘000
Intangible assets – – (1,348) (1,128) (1,348) (1,128)
Property, plant & equipment 362 1,022 – – 362 1,022
Short term temporary differences 653 – – – 653 –
Share based payments 381 – – – 381 –
Tax losses 263 117 – – 263 117
Deferred tax assets/(liabilities) 1,659 1,139 (1,348) (1,128) 311 11
Deferred income tax assets and liabilities disclosed in the balance sheet are offset when there is a legally enforceable right to set
off assets against liabilities and when they relate to the same fiscal authority.
Movement in deferred tax during the year:
1 January
2021
$ ‘000
Recognised
in income
$ ‘000
Exchange
differences
$ ‘000
Recognised in
equity
$ ‘000
Acquisition/
Disposal
$ ‘000
31 December
2021
$ ‘000
Intangible assets (1,128) (320) 100 – – (1,348)
Property, plant & equipment 1,022 (606) (54) – – 362
Short term temporary differences – 682 (29) – – 653
Share based payments – 382 (16) 15 – 381
Tax losses 117 155 (9) – – 263
Deferred tax assets/(liabilities) 11 293 (8) 15 – 311
159Financial statements
15. Deferred tax continued
Movement in deferred tax during the prior year:
1 January
2020
(unaudited)
$ ‘000
Recognised in
income
(unaudited)
$ ‘000
Exchange
differences
(unaudited)
$ ‘000
Recognised in
equity
(unaudited)
$ ‘000
Acquisition/
Disposal
(unaudited)
$ ‘000
31 December
2020
(unaudited)
$ ‘000
Intangible assets (530) (508) (90) – – (1,128)
Property, plant & equipment 534 403 85 – – 1,022
Short term temporary differences – – – – – –
Share based payments – – – – – –
Tax losses 112 5 – – 117
Deferred tax assets 4 7 – – – 11
The deferred tax asset recoverable within 12 months and after 12 months as follows:
2021
$’000
2020
(unaudited)
$’000
Deferred tax:
Recoverable within 12 months 140 11
Recoverable after 12 months 171 –
311 11
Out of the total deferred tax $311 thousand, $140 thousand is expected to reverse within the next 12 months. $171 thousand is
expected to reverse after 12 months.
The Group have not recognised $151 million (2020: $147 million) of gross tax losses carried forward due to uncertainties
over recovery.
There is no expiration date on $110 million of the losses. The remaining losses of $41 million will begin to expire in 2033. ($1 million
in 2033, $6 million in 2034, $12 million in 2035, $12 million in 2036 and $10 million in 2037).
The recent IPO may result in a restriction on the Group’s ability to use tax losses in certain jurisdictions, due to changes in
ownership, though based on current analysis management expects this impact to be limited.
No deferred tax liability is recognised on temporary differences of $nil (2020 $nil) relating to the unremitted earnings of overseas
subsidiaries as the Group is able to control the timing of the reversal of these temporary differences and it is probable that they will
not reverse in the foreseeable future.
16. Earnings per share
FY21
FY20
1
(unaudited)
Weighted average number of shares (000s):
Ordinary shares 401,445 3 67,727
1 As part of the IPO Restructuring, all outstanding common and preference shares in Trustpilot A/S were exchanged in the proportion 1 to 78 for ordinary shares in the
Company. Accordingly, in accordance with IAS 33, the pre-IPO share count has been recalculated using a multiplier of 78 illustrate a comparable total share count.
In addition to the ordinary shares above, Trustpilot Group plc had potential shares outstanding that would be dilutive if the Group
generated net income for the period. As of 31 December 2021, total potential shares was 29,719 thousand, of which 27,804
thousand relate to employee warrants and 1,915 thousand relate to restricted shares. As of 31 December 2021 vested potential
shares amounted to 11,981 thousand employeewarrants.
Notes forming part of the financial statements continued
160
Trustpilot Annual Report & Accounts 2021
FY21
$ ‘000
FY20
1
(unaudited)
$ ‘000
Loss for the year (25,894) (12,279)
Adjusted loss
1
(8,250) (3,927)
Loss per share (cents)
2
Basic (6.5) (3.3)
Diluted (6.5) (3.3)
Adjusted loss per share (cents)
1 2
Basic (2.1) (1.1)
Diluted (2.1) (1.1)
1 Alternative performance measures (APM) – further detail available in note 4.
2 Given the Group incurred losses in FY21 and FY20, the impact of potentially dilutive ordinary shares have been excluded as they would otherwise be anti-dilutive
in accordance with IAS 33.
17. Leases
The Group solely leases properties, which are mostly made for fixed periods between 2-10 years but may have extension options.
Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements
do not impose any covenants, but leased assets may not be used as security for borrowing purposes.
Extension and termination options are included in a number of property leases across the group. These are used to maximise
operational flexibility in terms of managing the assets used in the group’s operations.
The Group bases the lease liability on the contractual end date of the lease or the first possible date to terminate a contract. For the
leases located in Denmark, the Group has made a judgement of 12 months exceeding the termination terms of 6 months due to the
current rolling lease terms.
The Group has recognised the following amounts relating toleases:
FY21
$ ‘000
FY20
(unaudited)
$ ‘000
Right-of-use assets
Properties 12,312 14,980
FY21
$ ‘000
FY20
(unaudited)
$ ‘000
Lease liabilities
Current 3,504 4,432
Non-current 9,552 12,172
13,056 16,604
Additions to the right-of-use assets were 318 13,385
The statement of profit or loss shows the following amounts relating to leases:
FY21
$ ‘000
FY20
(unaudited)
$ ‘000
Depreciation charge of right-of-use assets
Properties (included in general and administrative costs) 4,855 3,924
Interest expense (included in finance expenses) 994 609
Expense relating to short-term leases (included in general and administrative costs)* 105 246
The total cash outflow for leases 5,621 3,867
* The Group classifies leases of 12 months or below as short-term leases. These are not treated under IFRS16 but expensed to the statement of profit and loss
account over the period of the lease on a straight line basis. The Group has no lease contracts with variable payments.
161Financial statements
18. Trade receivables
FY21
$ ‘000
FY20
(unaudited)
$ ‘000
Trade receivables at 31 December 8,348 7, 207
Less provision for impairment of trade receivables (2,172) (1,980)
Trade receivables net 6,176 5,227
Trade receivables are amounts due from customers for subscriptions sold in the ordinary course of business. They are generally due
for settlement within 30 – 90 days and therefore are all classified as current. Trade receivables are recognised initially at the amount
of consideration that is unconditional unless they contain significant financing components, when they are recognised at fair value.
Due to the short-term nature of the current receivables, their carrying amount is considered to approximate their fair value.
The group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss
allowance for all trade receivables. To measure the expected credit losses, trade receivables have been grouped based on shared
credit risk characteristics and the days past due.
The expected loss rates are based on the payment profiles of sales over a period of 12 month before 31 December respectively and
the corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current and
forward-looking information affecting the ability of the customers to settle the receivables. The maximum exposure to credit risk for
the Group at 31 December 2021 relates to trade receivables.
Not due or 0-60
days past due
$ ‘000
More than 60
days past due
$ ‘000
More than 90
days past due
$ ‘000
Total
$ ‘000
2021
Expected loss rate coverage 8% 64% 51%
Gross carrying amount, trade receivables 5,104 829 2,415 8,348
Loss allowance 415 531 1,226 2,172
Not due or 0-60
days past due
(unaudited)
$ ‘000
More than 60
days past due
(unaudited)
$ ‘000
More than 90
days past due
(unaudited)
$ ‘000
Total
(unaudited)
$ ‘000
2020
Expected loss rate coverage 8% 63% 75%
Gross carrying amount, trade receivables 5,030 299 1,878 7, 207
Loss allowance 383 189 1,408 1,980
Given that credit losses are evaluated on both specific credit risk characteristics and days past due, some expected loss rates may
appear higher than expected for certain days past due buckets. In 2021 the “More than 60 days past due” group contained a higher
amount of specific credit risk characteristics, resulting in a higher expected loss rate coverage.
Movement on the Group’s provision for impairment of trade receivables
FY21
$ ‘000
FY20
(unaudited)
$ ‘000
Opening balances 1,980 1,319
Net increase in loss allowance recognised in profit or loss during the year 783 2,183
Receivables written off during the year as uncollectible (591) (1,522)
Provision for impairment of trade receivables 2,172 1,980
The Group defines a customer balance to be in default when there is no reasonable expectation of recovery, at which point the
trade receivable is written off. Indicators that there is no reasonable expectation of recovery include, amongst others, failed external
collection, confirmed bankruptcy or liquidation.
Notes forming part of the financial statements continued
162
Trustpilot Annual Report & Accounts 2021
19. Deposits and other receivables
FY21
$ ‘000
FY20
(unaudited)
$ ‘000
Non-current deposits
Deposits 2,383 2,970
Total non-current deposits 2,383 2,970
Current deposits and other receivables
Other receivables 2,251 1,130
Deposits 619 –
Total current deposits and other receivables 2,870 1,130
20. Cash and cash equivalents
FY21
$ ‘000
FY20
(unaudited)
$ ‘000
Cash at bank and in hand 93,177 50,387
21. Contract balances
The Group has recognised the following assets and liabilities related to contracts with customers:
FY21
$ ‘000
FY20
(unaudited)
$ ‘000
Trade receivables
1
6,176 5,227
Contract liabilities (27,616 ) (22,849)
The movement in contract liabilities and trade receivables are in line with the increase in the Group’s activities and the
related sales.
All revenue from subscriptions are recognised monthly over time on a straight-line basis, unrelated to payment terms upon
issuing of invoices. General payment terms are between 8 and 30 days. All subscriptions are prepaid, pro-rated to the billing
terms, leading to the recognition of contract liabilities.
The aggregated amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied
as of 31December 2021, and will be satisfied in the second and third years beyond the reporting date, is $1,276 thousand (2020:
$795 thousand).
The aggregated amount of the transaction price allocated to performance obligations that are satisfied or partially satisfied in
FY21 from the prior year is $521 thousand (FY20: $594 thousand).
The aggregated amount of recognised revenue in FY21, which was included in the contract liabilities at 31 December 2020 was
$22,574 thousand. (FY20: $18,731 thousand).
Management expects that 68 percent of the transaction price allocated to unsatisfied contracts as of 31 December 2021,
amounting to $877 thousand (2020: $521 thousand), will be recognised as revenue during the next reporting period. Of the
remaining 32 percent, $381 thousand will be recognised in FY23 and $18 thousand in FY24.
1 Trade receivables is a financial asset not a contract asset, further disclosure is available in note 18.
163Financial statements
22. Share capital
Shares issued and fully paid:
31 December 2021 31 December 2020
Number of
shares
Nominal value
($ ‘000)
Number of
shares
(unaudited)
Nominal value
($ ‘000)
(unaudited)
Ordinary shares 413,747,356 5,576 802,605 132
A Preference shares – – 1,109,129 183
B Preference shares – – 670,752 111
C Preference shares – – 514,561 85
D Preference shares – – 1,052,307 174
E Preference shares – – 535,020 88
Total shares issued (authorised and fully paid) 413,747,3 5 6 5,576 4,684,374 773
The opening nominal value of Trustpilot A/S at 1 January 2021 was DKK 1 per share.
As further detailed below, completion of the IPO Restructuring on 26 March 2021 resulted in common and preference shares in
Trustpilot A/S (each having a nominal value of DKK 1) being exchanged for ordinary shares in the Company (each having a nominal
value of GBP 0.01). A multiplier was applied resulting in 78 ordinary shares in the Company being issued for each share held by
existing shareholders in Trustpilot A/S (minus the 1 ordinary share already held by the incorporating shareholder of the Company).
All classes of preference share in Trustpilot A/S were converted to common shares on 26 March 2021 on a one-for-one basis.
Accordingly, the share capital of Trustpilot A/S as of 31 December 2021 consists of a single class of common shares.
The share capital of the Company as of 31 December 2021 consists of a single class of ordinary shares, each share having a
nominal value of GBP 0.01. The ordinary shares carry no right to fixed income. The holders of ordinary shares are entitled to receive
dividends as declared from time to time and are entitled to one vote per share at meetings of the Company.
There are no special rights attached to the common shares in Trustpilot A/S.
Number of
Shares
Share capital
($’000)
Nominal value
($ ‘000)
Changes in share capital
Opening balance at 01 January 2021 4,684,374 773 177, 8 42
Employee share scheme issues
1
27,623 4 238
Lender warrants exercised
2
37,525 6 358
Exchange difference on items recognised directly in equity prior to group reconstruction – (23) (6,977)
Share Capital pre-public offering 4,749,522 760 171,461
Share Capital post public offering
Conversion of basic shares
3
370,462,716 5,105 –
Issue of shares
4
17,620,906 244 64,102
Exercise of share based payments
5
25,663,734 353 9,424
Contribution of equity – Transaction cost – – (1,274)
Exchange difference on items recognised directly in equity post group reconstruction – (126) (1,258)
Ending Balance 31 December 2021 413,747, 3 56 5,576 70,994
1 On 3 March 2021, 20,780 warrants were exercised into 20,780 common shares in Trustpilot A/S, followed on 12 March 2021 by a further 6,843 warrants exercised into 6,843
common shares in Trustpilot A/S. The total of 27,623 new common shares with a nominal value of $4 thousand resulted in share capital increasing by $4 thousand and share
premium by $238 thousand.
2 Shortly prior to Admission on 26th March 2021, three lender-related entities exercised a total of 37,525 warrants into 37,525 common shares, with a nominal value of $6
thousand resulting in share capital increasing by $6 thousand and share premium by $358 thousand.
3 As part of the IPO Restructuring, on 26 March 2021 all 4,749,522 outstanding common and preference shares in Trustpilot A/S were exchanged in the proportion 1 to 78 for
370,462,715 ordinary shares in the Company (the incorporating shareholder of the Company already held 1 ordinary share prior to the exchange). The result was 370,462,716
ordinary shares being held in the Company and increase of share capital by $5,105 thousand. Further as part of the IPO Restructuring and basic share exchange, the difference
between the share capital and share premium recognised in Trustpilot A/S and the new Trustpilot Group plc was taken to a merger reserve on consolidation.
4 On 26 March 2021, 17,620,906 ordinary shares in the Company were issued as a result of the Company’s primary offering for a net consideration of $64,346 thousand,
resulting in a share capital increase by $244 thousand and share premium increase by $64,102 thousand.
5 From 26 March 2021 to 31 December 2021 (inclusive), 25,663,734 ordinary shares were issued in the Company to satisfy the exercise of warrants and vesting of restricted
stock units in the Company, resulting in a share capital increase by $353 thousand and share premium increase of $9,424 thousand. Further detail related to these schemes is
disclosed in note 8, share-based payment plans.
Notes forming part of the financial statements continued
164
Trustpilot Annual Report & Accounts 2021
Specication of merger reserve
Share
capital
$ ‘000
Share
premium
$ ‘000
Foreign
currency
translation
reserve
$’000
Merger
reserve
$ ‘000
Balances at 1 January 2021 773 177,842 (20,304) –
Exchange difference on share capital and premium (23) (6,977) — –
Warrants (Exercised)
1
10 596 — –
Balance pre group reconstruction 760 171,461 (20,304) –
Elimination of ordinary shares as part of:
Group restructure
2
(760) — — 760
Conversion of basic shares
2
5,105 (171,461) 18,262 148,094
Reclass to merger reserve FY21 4,345 (171,461) 18,262 148,854
Merger balance as at 31 December 2021 – – 148,854
1 In March 2021, 65,148 warrants were exercised into common shares in Trustpilot A/S with a nominal value of $10 thousand resulted in a share capital increasing by
$10thousand in Trustpilot A/S.
2 As part of the IPO Restructuring, all 4,749,522 outstanding common and preference shares in Trustpilot A/S (nominal value $760 thousand) were exchanged in the
proportion 1 to 78 for 370,462,715 ordinary shares in the Company (nominal value $5,105 thousand) (the incorporating shareholder of the Company already held 1 ordinary
share prior to the exchange), which together with share premium of $171,461 thousand and $18,262 thousand of foreign currency translation reserves in Trustpilot A/S was
converted into net $148,854 thousand merger reserve in the Group.
23. Financial risk management
Outlined below are the ways in which the Group addresses interest rate risk, foreign currency risk, credit risk, liquidity risk and
capital risk.
Market risk
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in
reference interest rates. Long-term borrowings with variable interest rates could therefore expose the Group to cash flow interest
rate risk.
The Group repaid and refinanced a credit facility with Silicon Valley Bank in 2021, this revolving credit facility includes a variable
interest rate that exposes the Group to interest rate risk. Credit facility funds are available in either USD, EUR or GBP with interest
rates determined on a base plus margin basis with an interest rate floor. For the calculation of the interest base rate, USD
borrowings will utilise a Wall Street Prime Rate, EUR borrowings will utilise a European Central Bank base rate and GBP borrowings
will utilise a Bank of England base rate. In addition to this base rate, a margin will be applied based on the Group EBITDA* in the
most recently completed relevant period. Interest rate risk is concentrated across 3 reference rates for USD, EUR and
GBP borrowings.
* Group EBITDA in this context is the same as Adjusted EBITDA illustrated in note 4 with the following additional adjustments:
– after deducting the amount of any profit (or adding back the amount of any loss) of any member of the Group which is attributable
to minority interests.
– after deducting the amount of any profit of any Non-Group Entity to the extent that the amount of the profit included in the
financial statements of the Group exceeds the amount actually received in cash by members of the Group through distributions
by the Non-Group Entity.
Sensitivity from changes in interest rates has been deemed immaterial given actual interest rates were below reference rate floors
for the duration credit was drawn in March 2020 to May 2021. The Group continues to monitor changes in interest rates and
considers the associated cost of borrowing.
165Financial statements
23. Financial risk management continued
Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of a balance sheet exposure will fluctuate because of changes
in foreign exchange rates.
In general, purchases are made in the functional currencies of the individual group entity. The currency risk therefore primarily arises
from sale in foreign currencies compared to the functional currency of each of the Group entities. Sales made in foreign currencies
are primarily made by the Trustpilot A/S denominated in EUR and GBP.
In addition, the borrowings obtained by Trustpilot A/S (with DKK functional currency) in 2020 was denominated in USD and GBP.
As the borrowings were denominated in foreign currencies, this also exposed the Group to currency risk at the end of 2020.
The sensitivity analysis shows the gain/loss on net loss for the year and equity of a 10 per cent increase/decrease in the specified
currencies towards their functional currencies (presented in US Dollars). The gain/loss is associated with the changing value of
financial instruments on the balance sheet due to the underlying currency fluctuations for those instruments held in something
other than the functional currency.
Impact on post tax loss and equity
FY21
$ ‘000
FY20
(unaudited)
$ ‘000
EUR/USD – increase 10% 4,901 3,208
EUR/USD – decrease 10% (4,901) (3,208)
GBP/USD – increase 10% 3,872 3,609
GBP/USD – decrease 10% (3,872) (3,609)
The sensitivity analysis is based on the assumption that all other variables and exposures remains constant on the financial
instruments recognised at 31 December.
The carrying amounts of the Group foreign currency denominated financial assets and liabilities at the reporting date are as follows:
FY21
USD
$ ‘000
GBP
$ ‘000
EUR
$ ‘000
Other
$ ‘000
Total
$ ‘000
Cash and cash equivalents 25,246 19,349 47,6 8 6 896 93,177
Trade receivables 1,135 2,068 1,027 1,946 6,176
Deposits 30 2,051 — 302 2,383
Other receivables 24 842 42 537 1,445
Trade payables 278 785 40 733 1,836
Other payables 2,742 3,244 539 6,115 12,640
Lease liabilities 1,708 10,408 63 877 13,056
Borrowings – – – – –
FY20
USD
(unaudited)
$ ‘000
GBP
(unaudited)
$ ‘000
EUR
(unaudited)
$ ‘000
Other
(unaudited)
$ ‘000
Total
(unaudited)
$ ‘000
Cash and cash equivalents 10,951 7,265 31,124 1,047 50,387
Trade receivables 1,389 1,472 795 1,571 5,227
Deposits 30 2,560 40 340 2,970
Other receivables 3 191 24 572 790
Trade payables 57 93 15 1,112 1,277
Other payables 2,112 3,461 371 7,975 13,919
Lease liabilities 3,666 11,881 123 934 16,604
Borrowings 4,000 8,941 – – 12,941
Comparative information has been expanded to include the whole of the Group.
Notes forming part of the financial statements continued
166
Trustpilot Annual Report & Accounts 2021
The impact on post tax loss for the year includes financial instruments that are currency adjusted through the statement of profit
and loss and is based on those financial instruments that were recognised at the respective balance sheet dates.
Credit risk
Credit risk arises from cash and cash equivalents, contractual cash flows of debt investments carried at amortised cost and
deposits with banks and financial institutions, as well as credit exposures to customers, including outstanding receivables.
The Group’s primary credit exposure is related to trade receivables and cash positions. The Group determines whether a financial
asset is credit-impaired based on the asset’s cash flow expectations. The Group has no major exposure relating to one single
customer or business partner. The Group has no significant credit risk concentrations as the Group has many small customers, a
total of 23 thousand paying customers at 31 December 2021. Given the historical collection rate, the Group has determined that it
will not forgo commercial agreements with customers due to their credit rating.
For further information about the Group’s credit loss allowance on trade receivables, refer to note 18. The most significant
counterparty risk is related to deposit with banks, as the Group’s balance at 31 December 2021 amounts to $93,177 thousand
(2020: $50,387 thousand). To mitigate this risk, it is the Group’s policy only to use banks of high quality and with low credit risk in the
countries the Group operates in, whose credit ratings are “A” or higher by Moody´s Investors Services. Given the Group’s treasury
policy regarding deposits, the Group does not incorporate further forward looking information into its understanding of credit risk
and has an expected credit loss for cash deposits of $nil. Deposits are reviewed on a monthly basis and write-offs are considered
if expectation of recovery falls meaningfully. There were no write-offs in FY21 and all deposits are a considered a low credit risk,
held in institutions with credit ratings of “A” or higher. The Group has not established a credit loss provision on cash deposits due
to the low credit risk associated with institutions of an “A” rating or higher.
The carrying amounts of trade receivables in note 18 and cash and cash equivalents in note 20 represents the Group’s maximum
exposure to credit risk. The Group’s credit risk has not increased signicantly since initial recognition of any nancial assets.
Liquidity risk
Prudent liquidity risk management involves maintaining sufficient cash or access to credit to meet Group obligations.
Management monitors rolling forecasts of the Group’s liquidity, which as of 31 December 2021 consists of $93 million cash and a
$30 million revolving credit facility. As of 31 December 2021 the revolving credit facility remains undrawn.
Capital Management
The Group’s objective when managing capital is to safeguard the ability to continue as a going concern, in a manner that optimises
the capital structure.
The Group’s strategy is to finance the operations of the business with the cash on the balance sheet and only access the credit
facility if additional opportunities present themselves. There has been no change in the policies for managing capital when
compared with the prior year. The Group remains in compliance with the covenants associated with the credit facility.
The Group’s key management personnel monitors as capital the net cash position, defined as the cash on the balance sheet less
any outstanding debt.
Maturity analysis
The amounts disclosed in the table are the contractual undiscounted cash flows (including interest payments). Balances due within
12 months equal their carrying balances as the impact of discounting is not significant.
Less than
1 year
$ ‘000
Between
1 and 3 years
$ ‘000
More than
3 years
$ ‘000
Total
$ ‘000
Non-derivatives
As at 31 December 2021
Trade payables (1,836) – – (1,836)
Lease liabilities (4,104) (4,192) (7,3 6 4) (15,660)
Other payables (12,640) – – (12,640)
(18,580) (4,192) (7,3 6 4) (30,136)
167Financial statements
23. Financial risk management continued
Less than
1 year
(unaudited)
$ ‘000
Between
1 and 3 years
(unaudited)
$ ‘000
More than
3 years
(unaudited)
$ ‘000
Total
(unaudited)
$ ‘000
As at 31 December 2020
Trade payables (1,277) — — (1,277)
Borrowings (2,775) (12,262) — (15,037)
Lease liabilities (4,799) (5,244) (9,944) (19,987)
Other payables (13,919) — — (13,919)
(22,770) (17,50 6) (9,944) (50,220)
FY21
$ ‘000
FY20
(unaudited)
$ ‘000
Financial assets and liabilities per measurement category
Financial assets at amortised cost:
Trade receivables, current 6,176 5,227
Deposits, non-current 2,383 2,970
Other receivables 1,445 790
Cash and cash equivalents, current 93,177 50,387
103,181 59,374
FY21
$ ‘000
FY20
(unaudited)
$ ‘000
Financial liabilities at amortised cost:
Trade payables, current (1,836) (1,277)
Borrowings, non-current — (11,323)
Borrowings, current — (1,618)
Other payables (12,640) (13,919)
Lease liabilities, non-current (9,552) (12,172)
Lease liabilities, current (3,504) (4,432)
(27,532) (44,741)
Due to the short-term nature of the Group’s financial instruments, the fair value approximates the carrying amount.
24. Commitment and contingent liabilities
Pledges and security
31 December
2021
$ ‘000
31 December
2020
(unaudited)
$ ‘000
The carrying amounts of the secured assets are as follows
Intangible assets 6,338 5,478
Trade receivables 6,176 5,227
12,514 10,705
In connection with a revolving credit facility of $30 million, the Company, Trustpilot A/S, Trustpilot, Inc. and Trustpilot Ltd have granted
security over all of their property and undertaking, including bank accounts, trademarks and shares (excluding the Company).
No security has been provided for the Group’s leaseholds in 2021.
Notes forming part of the financial statements continued
168
Trustpilot Annual Report & Accounts 2021
Capital commitments
As at 31 December 2021, the Group had capital commitments of $494 thousand (FY20: $6 thousand) in relation to property,
plant and equipment.
Contingent liabilities
Subsidiaries of Trustpilot Group plc are parties to various litigation claims from time to time. Other than the claim below, the
outcome of claims pending are not expected to constitute risk for economic outflow of material importance to the Group’s
financialposition.
In January 2021, a complaint was filed in the United States District Court for the Southern District of New York against Trustpilot Inc.
and Trustpilot A/S (the Plaintiffs later dropped the claim against Trustpilot A/S).
The Plaintiffs allege that Trustpilot designed its email systems so that a reminder email about renewal of Trustpilot subscriptions
would be sent from a Trustpilot.net email address and go directly to the recipient’s junk email folder and that, as a result, Trustpilot
customers paid for Trustpilot subscriptions that they would not have renewed had they received the reminder email.
The claim was dismissed in its entirety by the Court on 29 June 2021. On 14 July the Plaintiffs filed a ‘motion to reconsider’ the
dismissal of the case. Trustpilot filed its opposition to this ‘motion to reconsider’ on 28 July 2021. On 14 October 2021, the Plaintiffs’
‘motion to reconsider’ was denied. The Plaintiffs filed a Notice of Appeal on 15 November 2021 and the case has been transmitted
to the Second Circuit Court of Appeals. The case has been placed on the expedited appeals calendar and we anticipate an
outcome mid-way through 2022. On 4 January 2022, Trustpilot received the Plaintiffs’ appeal brief, and Trustpilot submitted its reply
on 8 February 2022. The Plaintiffs reply brief was submitted on 22 February 2022. The court will now schedule oral arguments.
Based on the facts and circumstances known at this time, the fact the claim was dismissed in its entirety, and the Plaintiffs’
‘motion to reconsider’ was also denied by the court, group management has no reason to consider that it is probable there will
be an unfavourable outcome in respect of the litigation at this stage and therefore no provision has been recognised. Should
developments cause a change in Trustpilot’s determination as to an unfavourable outcome, or result in a final adverse judgement
or settlement, there could be a material adverse effect on Trustpilot’s results of operations and cash flows. The material adverse
financial effect of the contingent liability can not be quantified reliably.
25. Provisions
FY21
Dilapidation
provision
Non-current
$ ‘000
FY20
Dilapidation
provision
Non-current
(unaudited)
$ ‘000
Non-current
At 1 January – –
Utilised in the year – –
Charged in the year 517 –
At 31 December 2021 517 –
FY21
Dilapidation
provision
Current
$ ‘000
FY20
Dilapidation
provision
Current
(unaudited)
$ ‘000
Current
At 1 January – –
Utilised in the year – –
Charged in the year 670 –
At 31 December 2021 670 670
The Group established dilapidation provisions during 2021 for leases where Trustpilot will have an obligation to restore the leases
according to the contractual requirements when the leases come to an end. The provisions are based on internal assessments,
estimates from the landlords and on the lifetime of each lease. There will be uncertainty to the actual outflow for dilapidation until leases
in question have concluded and the space is formally assessed. The group has dilapidation obligations in the UK entity and the Danish
Entity where $670 thousand is due within 12 months from balance sheet date and $517 thousand is due after more than 5 years.
169Financial statements
26. Other payables
FY21
$ ‘000
FY20
$ ‘000
Non-current
Holiday – other liability 2,962 3,171
Total non-current other payables 2,962 3,171
Current
Other taxes and social security 10,221 7, 379
Accruals 12,640 13,919
Total current other payables 22,861 21,298
Non-current holiday liability is the result of a shift in the timing of accruing holiday liability in Denmark to better align with treatment
in EU countries. The balance consists of the holiday accrual rolled into employee pension savings to be paid upon retirement.
27. Changes in liabilities arising from nancing activities
This section sets out an analysis of liabilities arising from borrowings and the movements in each of the periods presented.
1 January 2021
$ ‘000
Cash flows
$ ‘000
Foreign
exchange
movement
$ ‘000
New leases*
$ ‘000
31 December
2021
$ ‘000
Borrowings 12,941 (13,000) 59 – –
Lease liabilities 16,604 (5,516) (192) 2,160 13,056
Total liabilities from financing activities 29,545 (18,516) (133) 2,160 13,056
1 January 2020
(unaudited)
$ ‘000
Cash flows
(unaudited)
$ ‘000
Foreign
exchange
movement
(unaudited)
$ ‘000
New leases*
(unaudited)
$ ‘000
31 December
2020
(unaudited)
$ ‘000
Borrowings – 12,144 797 – 12,941
Lease liabilities 4,582 (3,047) 764 14,305 16,604
Total liabilities from financing activities 4,582 9,097 1,561 14,305 29,545
* Including lease modifications.
The Group accessed the credit facility in FY20 to strengthen the cash position through the uncertainty of the Covid-19 pandemic.
As of 31 December 2020, a combination of £6.6 million and $4.0 million term debt was outstanding, reported as a non-current
borrowing on the balance sheet. In FY21 the credit facility was repaid and refinanced shortly following the IPO.
28. Related parties
The key management compensation is disclosed in note 6.
On 26 March 2021, the IPO Restructuring described in note 1 was completed immediately prior to Admission.
50,000 redeemable preference shares of £1 nominal value each in Trustpilot Group plc were issued to Peter Mühlmann Holding
ApS (the incorporating shareholder of Trustpilot Group plc) on 16 Feb 2021 for the purposes of Trustpilot Group plc having sufficient
capital to obtain a trading certificate. Pursuant to a resolution by the board of directors of Trustpilot Group plc on 22 March 2021,
the shares were redeemed and cancelled on 14 April 2021 by the repayment to Peter Mühlmann Holding ApS of £50,000.
In the comparative period FY20, there were no transactions with related parties.
Notes forming part of the financial statements continued
170
Trustpilot Annual Report & Accounts 2021
29. Reconciliation to operating cash ows
FY21
$ ‘000
FY20
(unaudited)
$ ‘000
Changes to net working capital
(Increase) in trade receivables (1,325) (989)
(Increase) in other assets (1,260) (1,227)
(Increase)/decrease in prepayments (1,191) 158
Increase/(decrease) in trade payables 595 (295)
Increase in other liabilities 2,805 11,931
Increase in contract liabilities 6,401 1,824
6,025 11,402
FY21
$ ‘000
FY20
(unaudited)
$ ‘000
Adjustments to operating cash flows
Income tax (716) (663)
Amortisation and impairment of intangible assets 2,441 947
Depreciation and impairment of tangible assets and right-of-use assets 5,791 4,791
Finance income (10) (21)
Finance expenses 2,402 2,076
Share-based compensation 6,527 2,696
16,435 9,826
30. List of group companies
Legal entity registered office Status Type
Place of
incorporation
Ownership
interest
Trustpilot A/S Pilestræde 58, 5, 1112 København K Trading Subsidiary Denmark 100%
Trustpilot Galaxy
A/S
1
Dissolved Subsidiary Denmark 100%
Trustpilot, Inc. c/o The Corporation Trust Company,
Corporation Trust Center, 1209 Orange Street,
Wilmington, DE 19801, USA
Trading Subsidiary US 100%
Trustpilot Ltd 5th Floor, The Minster Building, 21 Mincing
Lane, London EC3R 7AG, United Kingdom
Trading Subsidiary England & Wales 100%
Trustpilot GmbH c/o Dantax Steuerberatungs GmbH,
Am Oxer 7, 24955 Harrislee, Germany
Trading Subsidiary Germany 100%
Trpilot Pty Limited Suite 3, 61 Porter Street, Prahran, 3181 VIC,
Australia
Trading Subsidiary Australia 100%
Trustpilot UAB
Vito Gerulaičio g. 1, 3rd floor, Vilnius, Lithuania
Trading Subsidiary Lithuania 100%
Trustpilot S.r.l. Corso Vercelli 40, Milan, CAP 20145, Italy Trading Subsidiary Italy 100%
Trustpilot B.V. Herikerbergweg 238, Luna ArenA, 1101 CM
Amsterdam, The Netherlands
Trading Subsidiary Netherlands 100%
1 Trustpilot Galaxy A/S was a wholly owned subsidiary of Trustpilot Group plc, incorporated on 18 February 2021. It was dissolved on 26 March 2021 by reason of a
merger with Trustpilot A/S, in which Trustpilot A/S was the surviving company.
Following the IPO restructuring (including the merger of Trustpilot A/S and Trustpilot Galaxy A/S) on 26 March 2021, Trustpilot A/S
is a wholly owned subsidiary of Trustpilot Group plc. All other group companies are wholly owned subsidiaries of Trustpilot A/S.
171Financial statements
Trustpilot Group plc balance sheet
Note
As at
31 December
2021
£ ‘000
Fixed assets
Investments 5 9,221
Total fixed assets 9,221
Current Assets
Trade and other receivables: amounts falling due after one year 6 5,866
Trade and other receivables: amounts falling due within one year 6 874
Cash and cash equivalents 39,879
Total current assets 46,619
Creditors: amounts falling due within one year 8 (2,432)
Net current assets 44,187
Total assets less current liabilities 53,408
Net assets 53,408
Capital and reserves
Share capital 7 4,137
Share premium 7 52,670
Foreign currency translation reserve 7 73
Other reserves 4,017
Accumulated Losses (7,48 9)
Total equity 53,408
As permitted by Section 408 of the Companies Act 2006, the Company’s Statement of Profit or Loss has not been included in
these financial statements.
The Company incurred a loss of £7,489 thousand for the period covering 8th February 2021 to 31st December 2021. Losses
primarily due to IPO and other public company related costs, consisting of consultancy, bank and similar fees.
At the balance sheet date the Company has unused tax losses of £1.06 m (2020: £nil) available for offset against future profits. No
deferred tax asset has been recognised as it is not considered probable that there will be future taxable profits available for the
company. These losses may be carried forward indefinitely.
The notes on pages 174 to 175 are an integral part of these financial statements.
The financial statements on pages 172 to 175 were approved and authorised by the Board of Directors and signed on its behalf by:
Hanno Damm
Chief Financial Officer
172
Trustpilot Annual Report & Accounts 2021
Trustpilot Group plc statement of changes in equity
Called-up
share capital
£ ‘000
Share premium
account
£ ‘000
Foreign
currency
translation
reserve
£ ‘000
Other
reserves
£ ‘000
Accumulated
Losses
£ ‘000
Total
£ ‘000
Equity at Opening balance as at 8th
February 2021* – – – – – –
Loss for the period – – – – (7,48 9) ( 7,4 8 9)
Other comprehensive income – – 73 – – 73
Total comprehensive income/(expense) for
the period – – 73 – ( 7,4 89) (7,416)
Conversion of basic shares 3,705 – – – – 3,705
Employee share scheme issues 256 6,863 – – – 7,119
Issue of shares 176 46,519 – – – 46,695
Transaction costs – (712) – – – (712)
Share-based payments – – – 4,017 – 4,017
Total transactions with owners 4,137 52,670 – 4,017 – 60,824
Equity at 31 December 2021 4,137 52,670 73 4,017 ( 7,48 9) 53,408
* Opening balance as at incorporation date of 8th February 2021.
173Financial statements
Notes to the Parent Company Financial Statements
1. General Information
incorporated in England & Wales on 8 February 2021 with
company number 13184807, and having its registered office
at 5th Floor, The Minster Building, 21 Mincing Lane, London
together with its subsidiaries, comprise the “Group”.
The Company is the parent company of the Group and its
principal activity is to act as the ultimate holding company
of the Group. These financial statements are the separate
financial statements for the Company covering the period from
incorporation on 8 February 2021 to 31 December 2021.
The Company’s financial statements are presented in British
Pound Sterling (“GBP”) being the Company’s functional
currency. All figures presented are rounded to the nearest
thousand (£000), unless otherwise stated.
2. Company Accounting Policies
Basis of Preparation
These financial statements are prepared on a going concern
basis under the historical cost convention and in compliance
with the United Kingdom Accounting Standards, including
Financial Reporting Standard 102, ‘The Financial Reporting
Standard applicable in the United Kingdom and the Republic
of Ireland’ (‘FRS 102’) and the Companies Act 2006.
A summary of the principal accounting policies of the company,
which have been consistently applied, is set out below. These
accounting policies have been consistently applied to period
ending 31st December 2021.
The Company is deemed a qualifying entity under FRS 102,
and so may take advantage of the reduced disclosures
permitted under the standard. As a result, the following
disclosure exemptions have been taken:
– The company has taken advantage of the exemption, under
paragraph 1.12(b), from preparing a statement of cash flows,
on the basis that it is a qualifying entity and its ultimate parent
company, Trustpilot Group plc, includes the company’s cash
flows in its consolidated financial statements.’
– Disclosures about financial instruments under Section 11
Basic Financial Instruments and Section 12 Other Financial
Instruments Issues paragraphs 12.26 (in relation to those
cross-referenced paragraphs from which a disclosure
exemption is available), 12.27, 12.29(a), 12.29(b), and 12.29A;
this exemption is permitted as equivalent disclosures are
included in the consolidated financial statements of the
Trustpilot Group plc;
– Disclosures about share-based payments under Section 26
Share-based Payment paragraphs 26.18(b), 26.19 to 26.21
and 26.23; this exemption is permitted as the Company is
an ultimate parent, the share-based payment arrangements
concern its own equity instruments, its separate financial
statements are presented alongside the consolidated
financial statements of the Trustpilot Group plc. and
equivalent disclosures are included in those consolidated
financialstatements;
– A reconciliation of the number of shares outstanding at the
beginning and end of the period. 4.12(a)(iv) and
– Disclosure of related party transactions between wholly
owned subsidiaries and parents within a group under
section33.
Going Concern
A principal objective of the Group (of which the Company is the
holding company), is to manage cash and debt to safeguard
the Group’s ability to continue as a going concern for the
foreseeable future. The Group retains sufficient resources
to remain in compliance with the financial covenants of its
bank facilities. The Directors have also assessed the Group’s
prospects and viability over a three-year period. The Directors
therefore consider it appropriate to adopt the going concern
basis in preparing the financial statements.
Refer to Note 1 of the consolidated financial statements.
Income Statement
The Company has taken advantage of the exemption offered
by Section 408 of the Companies Act 2006 not to present its
income statement. The loss for the period covering 8th February
2021 to 31st December 2021 was £7,489 thousand.
Principal Accounting Policies
Investment in Subsidiaries
The investment in subsidiaries is held at cost (being the
nominal value of the shares issued, plus the value of the liability
component) less accumulated impairment losses. Where
share awards and associated social security costs relating
to employee services in subsidiary companies are settled
by the Company through issue of share or cash payments,
the associated charge incurred is deemed to be a capital
contribution and included in cost of investment.
Dividends from Subsidiaries
Dividends on investments in subsidiaries are recognised in the
income statement of the Company in the financial year in which
the dividend is declared.
Share Capital
Ordinary shares are classified as equity. Incremental costs
directly attributable to the issue of new shares are shown in
equity as a deduction from the proceeds net of tax.
Intercompany
Intercompany balances are shown gross unless a right of set
off exists. Balances are valued at fair value at inception and are
repayable on demand.
Significant accounting estimates and judgements
During the reporting period there were no significant accounting
judgements or estimates.
3. Staff costs
The Company has no employees. Full details of the Directors’
remuneration and interests are set out in the Directors’
remuneration report on pages 100 to 119.
174
Trustpilot Annual Report & Accounts 2021
4. Auditors’ remuneration
Fees paid to the auditors during the year for the audit of the
Group and company nancial statements were £553 thousand.
Fees paid by the Company to the auditors for other audit related
assurance services was £130 thousand. Further detail regarding
auditors’ remuneration for controlled undertaking is available in
note 7 of the consolidated nancial statements.
5. Investments
FY21
£ ‘000
Acquisitions at 26 March 2021 3,675
Additions during the period 5,546
At 31 December 2021 9,221
On 26 March 2021, all 4,749,522 outstanding common and
preference shares in Trustpilot A/S were exchanged in the
proportion 1 to 78 for 370,462,715 ordinary shares in the
Company (the incorporating shareholder of the Company
already held 1 ordinary share prior to the exchange).
Consequently, Trustpilot Group plc holds 100 per cent of
the shares in Trustpilot A/S.
Further details of the transaction can be found in the note 22 of
the group’s consolidated financial statements.
As the Company is reporting under FRS 102, under Section 615
of the Companies Act 2006, the Company opted to record its
investment in the shares acquired at an amount equal to the
aggregate share capital and share premium.
During the period capital contributions of £5,546 thousand were
made to its subsidiaries in relation to share-based payments.
A list of the Company’s investments in subsidiary undertakings
can be found in note 27 of the consolidated financial statements.
6. Trade and other receivables
FY21
£ ‘000
Trade and other receivables: amount falling
due after one year
Amounts owed by group undertakings 5,866
5,866
FY21
£ ‘000
Trade and other receivables: amount falling
due within one year
Other debtors 797
Prepayments and accrued income 77
874
Amounts due from group undertakings comprised of non-
current loans incur and interest charge of 5%. The total value of
trade and other receivables figures amounts to £6,740 thousand.
7. Share capital
As at 31st December 2021
Number of
Shares
Nominal value
(£ ‘000)
The share capital comprise:
Ordinary shares 413,747, 3 5 6 4,137
Share capital (authorised and
fully paid) 413,747,3 5 6 4,137
All shares have nominal value of £0.01.
Share premium
Share premium represents the amount over the par value which
was received by the Company upon the sale of the ordinary
shares. Upon the date of listing the par value of the shares was
£0.01 but the initial offering price was £2.65. Share premium is
stated net of direct costs relating to the issue of the shares.
Foreign currency translation reserve
The translation reserve comprises all foreign currency
differences arising from the translation of loan dominated in
USD, further details can be found in amounts due from group
undertakings in note 6.
Accumulated losses
Accumulated losses represent cumulative profit or losses, net
of other adjustments.
Other reserves
Other reserves contain equity settled share based
employeeremuneration.
8. Creditors: amounts falling due within one year
FY21
£ ‘000
Trade creditors 2
Amounts owed to group undertakings 191
Other creditors including taxation and
social security 1,794
Accruals and deferred income 445
Creditors: amounts falling due within
one year total 2,432
Amounts due to group undertakings are unsecured, interest
free, have no fixed date of repayment and are repayable
ondemand.
9. Related parties
Details on related parties can be found in note 28 of the
consolidated financial statements.
175Financial statements
our key audit matters for the year ended
31 December 2021. We have reviewed
management’s financial statement
disclosures relating to climate change
to confirm they are consistent with the
results of management’s risk assessment
and our audit procedures.
Overview
Audit scope
– The audit included substantive
procedures over all material balances,
transactions and disclosures.
– Key audit matters
– Share based payment transactions
– Materiality
– Overall materiality: £550,000 based on
1% of total assets.
– Performance materiality: £412,000.
The scope of our audit
As part of designing our audit, we
determined materiality and assessed
the risks of material misstatement in the
financial statements.
Key audit matters
Key audit matters are those matters that,
in the auditors’ professional judgement,
were of most significance in the audit of
the financial statements of the current
period and include the most significant
assessed risks of material misstatement
(whether or not due to fraud) identified by
the auditors, including those which had
the greatest effect on: the overall audit
strategy; the allocation of resources in
the audit; and directing the efforts of the
engagement team. These matters, and
any comments we make on the results of
our procedures thereon, were addressed
in the context of our audit of the financial
statements as a whole, and in forming our
opinion thereon, and we do not provide a
separate opinion on these matters.
This is not a complete list of all risks
identified by our audit.
Independence
We remained independent of the
Company in accordance with the ethical
requirements that are relevant to our
audit of the financial statements in the
UK, which includes the FRC’s Ethical
Standard, as applicable to listed public
interest entities, and we have fulfilled
our other ethical responsibilities in
accordance with these requirements.
To the best of our knowledge and belief,
we declare that non-audit services
prohibited by the FRC’s Ethical
Standard were not provided.
Other than those disclosed in Note 4
to the financial statements 'Auditors'
Remuneration', we have provided no
non-audit services to the Company or
its controlled undertakings in the period
under audit.
Our audit approach
Context
Trustpilot Group plc was admitted to the
Official List of the UK Listing Authority
and was admitted to trading on the Main
Market of the London Stock Exchange
on 26 March 2021. This is the first Annual
Report since admission. The Company
was incorporated on 08 February 2021
and became the Parent Company of the
Group on 20 February 2021.
In planning our audit, we have considered
the potential impact of climate change.
Given the principal activities of the
Company, climate risk is not expected to
have a significant impact. As part of our
audit, we have evaluated management’s
climate change risk assessment and the
assessment of the impact of those risks
on the financial statements. We have
performed procedures to evaluate the
appropriateness of management's risk
assessment. We considered whether the
Company had any externally published
environmental targets and we challenged
management on any potential additional
future costs. We assessed whether there
would be any key financial statement line
items and estimates which could be more
likely to be impacted by climate risks. Our
procedures did not identify any material
impact on the financial statements or
Report on the audit of
the Company financial
statements
Opinion
In our opinion, Trustpilot Group plc’s
Company financial statements:
– give a true and fair view of the state
of the Company’s affairs as at 31
December 2021;
– have been properly prepared in
accordance with United Kingdom
Generally Accepted Accounting
Practice (United Kingdom Accounting
Standards, comprising FRS 102
“The Financial Reporting Standard
applicable in the UK and Republic of
Ireland”, and applicable law); and
– have been prepared in accordance
with the requirements of the
Companies Act 2006.
We have audited the financial
statements, included within the Annual
report & accounts (the “Annual Report”),
which comprise: Trustpilot Group plc
balance sheet as at 31 December
2021; Trustpilot Group plc statement of
changes in equity for the period then
ended; and the notes to the financial
statements, which include a description
of the significant accounting policies.
Our opinion is consistent with our
reporting to the Audit Committee.
Basis for opinion
We conducted our audit in accordance
with International Standards on Auditing
(UK) (“ISAs (UK)”) and applicable law.
Our responsibilities under ISAs (UK)
are further described in the Auditors’
responsibilities for the audit of the
financial statements section of our
report. We believe that the audit
evidence we have obtained is sufficient
and appropriate to provide a basis for
our opinion.
Independent auditors’ report to the members of Trustpilot Group plc
176
Trustpilot Annual Report & Accounts 2021
Key audit matter How our audit addressed the key audit matter
Share based payment transactions
Refer to the Principal Accounting Policies ‘Investment in
Subsidiaries’ for details on the capital contribution accounting
for the share based payment entries.
Employee share awards and associated social security costs
are settled by the Company either through issue of shares or
cash payments, and therefore where these relate to employee
services provided to subsidiary companies they are accounted
for as capital contribution and added to cost of investments
in subsidiaries.
The valuation of share based payment requires a level
of estimation and use of option pricing models. Detailed
calculations are produced to calculate the allocation of the
charges related to the subsidiaries, and the valuation of the
unsettled social security costs based on the intrinsic value of
unvested awards at the year end.
There is a high level of estimation in the valuation and
accounting treatment of employee share awards.
The audit procedures we performed in relation to this
risk included:
– Completed sample testing over awards granted and
movements in the number of awards, agreeing to
supporting documentation including individual award letters
sent to employees and the appropriate Remuneration
Committee approval;
– Utilised valuation specialists to consider the key assumptions
in the option pricing model, and that an appropriate valuation
methodology had been applied;
– For awards issues pre IPO, additional testing was performed
to consider the reasonableness of the valuation of the shares
and the fair value of the modification to the awards that
occurred on IPO;
– For the current year expense, we have performed a
recalculation of the charge based on our independent
assessment of the expected level of vesting;
– We have tested the social security liability arising by
recalculating the amounts arising based on the intrinsic value
of the unvested share awards at the balance sheet date and
applicable social security rates; and
– We have tested the allocation of the associated charges
arising between the Company and subsidiaries to consider
the appropriateness of the additions made to cost of
investment.
Based on the above procedures we are comfortable that these
amounts have been appropriately disclosed and accounted for
within the financial statements.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed
enough work to be able to give an opinion on the financial
statements as a whole, taking into account the structure of
the Company, the accounting processes and controls, and the
industry in which it operates.
The Company consists of one reporting unit which was subject
to a full scope audit.
Materiality
The scope of our audit was influenced by our application of
materiality. We set certain quantitative thresholds for materiality.
These, together with qualitative considerations, helped us
to determine the scope of our audit and the nature, timing
and extent of our audit procedures on the individual financial
statement line items and disclosures and in evaluating the effect
of misstatements, both individually and in aggregate on the
financial statements as a whole.
Based on our professional judgement, we determined materiality
for the financial statements as a whole as follows:
Overall Company
materiality
How we
determined it
Rationale for
benchmark applied
£550,000.
1% of total assets
The Company does not trade and
therefore total assets is considered to
be the most appropriate benchmark.
We use performance materiality to reduce to an appropriately
low level the probability that the aggregate of uncorrected
and undetected misstatements exceeds overall materiality.
Specifically, we use performance materiality in determining
the scope of our audit and the nature and extent of our testing
of account balances, classes of transactions and disclosures,
for example in determining sample sizes. Our performance
materiality was 75% of overall materiality, amounting to
£412,000 for the Company financial statements.
In determining the performance materiality, we considered
a number of factors – the history of misstatements, risk
assessment and aggregation risk and the effectiveness of
controls – and concluded that an amount at the upper end
of our normal range was appropriate.
177Financial statements
We agreed with the Audit Committee that we would report to
them misstatements identified during our audit above £27,500
as well as misstatements below that amount that, in our view,
warranted reporting for qualitative reasons.
Conclusions relating to going concern
Our evaluation of the directors’ assessment of the Company’s
ability to continue to adopt the going concern basis of
accounting included:
– The assessment of going concern has been completed for
the Group that the Company heads.
– Evaluating management’s detailed cash flow forecasts
under both base case and downside scenarios. We have
also evaluated the reverse stress test scenario prepared by
management to assess the likelihood of the scenarios within
this occurring;
– Comparison of the going concern base case forecasts to
Board approved forecasts. We also considered whether they
were reasonable in light of previous performance, future
expectations and management’s track record of accurate
forecasting;
– Reading the key terms of all committed debt facilities to
understand any terms, covenants or undertakings that may
impact the availability of the facility; and
– Assessing the adequacy of disclosures in note 2 of the
Company financial statements.
Based on the work we have performed, we have not identified
any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the
Company’s ability to continue as a going concern for a period
of at least twelve months from when the financial statements
are authorised for issue.
In auditing the financial statements, we have concluded that the
directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate.
However, because not all future events or conditions can
be predicted, this conclusion is not a guarantee as to the
Company’s ability to continue as a going concern.
In relation to the directors’ reporting on how they have applied
the UK Corporate Governance Code, we have nothing material
to add or draw attention to in relation to the directors’ statement
in the financial statements about whether the directors
considered it appropriate to adopt the going concern basis
of accounting.
Our responsibilities and the responsibilities of the directors with
respect to going concern are described in the relevant sections
of this report.
Reporting on other information
The other information comprises all of the information in the
Annual Report other than the financial statements and our
auditors’ report thereon. The directors are responsible for
the other information, which includes reporting based on the
Task Force on Climate-related Financial Disclosures (TCFD)
recommendations. Our opinion on the financial statements
does not cover the other information and, accordingly, we do
not express an audit opinion or, except to the extent otherwise
explicitly stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, our
responsibility is to read the other information and, in doing
so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge
obtained in the audit, or otherwise appears to be materially
misstated. If we identify an apparent material inconsistency or
material misstatement, we are required to perform procedures
to conclude whether there is a material misstatement of the
financial statements or a material misstatement of the other
information. If, based on the work we have performed, we
conclude that there is a material misstatement of this other
information, we are required to report that fact. We have
nothing to report based on these responsibilities.
With respect to the Strategic report and Directors’ report, we
also considered whether the disclosures required by the UK
Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the
Companies Act 2006 requires us also to report certain opinions
and matters as described below.
Strategic report and Directors’ report
In our opinion, based on the work undertaken in the course
of the audit, the information given in the Strategic report and
Directors’ report for the period ended 31 December 2021 is
consistent with the financial statements and has been prepared
in accordance with applicable legal requirements.
In light of the knowledge and understanding of the Company
and its environment obtained in the course of the audit, we did
not identify any material misstatements in the Strategic report
and Directors’ report.
Directors’ Remuneration
In our opinion, the part of the Directors’ Remuneration Report to
be audited has been properly prepared in accordance with the
Companies Act 2006.
Independent auditors’ report to the members of Trustpilot Group plc continued
178
Trustpilot Annual Report & Accounts 2021
Corporate governance statement
The Listing Rules require us to review the directors’ statements
in relation to going concern, longer-term viability and that part of
the corporate governance statement relating to the Company’s
compliance with the provisions of the UK Corporate Governance
Code specified for our review. Our additional responsibilities
with respect to the corporate governance statement as other
information are described in the Reporting on other information
section of this report.
Based on the work undertaken as part of our audit, we have
concluded that each of the following elements of the corporate
governance statement is materially consistent with the financial
statements and our knowledge obtained during the audit, and
we have nothing material to add or draw attention to in
relation to:
– The directors’ confirmation that they have carried out a robust
assessment of the emerging and principal risks;
– The disclosures in the Annual Report that describe those
principal risks, what procedures are in place to identify
emerging risks and an explanation of how these are being
managed or mitigated;
– The directors’ statement in the financial statements about
whether they considered it appropriate to adopt the going
concern basis of accounting in preparing them, and their
identification of any material uncertainties to the Company’s
ability to continue to do so over a period of at least twelve
months from the date of approval of the financial statements;
– The directors’ explanation as to their assessment of the
Company’s prospects, the period this assessment covers and
why the period is appropriate; and
– The directors’ statement as to whether they have a reasonable
expectation that the Company will be able to continue in
operation and meet its liabilities as they fall due over the
period of its assessment, including any related disclosures
drawing attention to any necessary qualifications or
assumptions.
Our review of the directors’ statement regarding the longer-term
viability of the Group was substantially less in scope than an
audit and only consisted of making inquiries and considering
the directors’ process supporting their statement; checking
that the statement is in alignment with the relevant provisions of
the UK Corporate Governance Code; and considering whether
the statement is consistent with the financial statements and
our knowledge and understanding of the Company and its
environment obtained in the course of the audit.
In addition, based on the work undertaken as part of our
audit, we have concluded that each of the following elements
of the corporate governance statement is materially consistent
with the financial statements and our knowledge obtained
during the audit:
– The directors’ statement that they consider the Annual Report,
taken as a whole, is fair, balanced and understandable,
and provides the information necessary for the members to
assess the Company’s position, performance, business model
and strategy;
– The section of the Annual Report that describes the review
of effectiveness of risk management and internal control
systems; and
– The section of the Annual Report describing the work of the
Audit Committee.
We have nothing to report in respect of our responsibility to
report when the directors’ statement relating to the Company’s
compliance with the Code does not properly disclose a
departure from a relevant provision of the Code specified under
the Listing Rules for review by the auditors.
Responsibilities for the nancial statements and
the audit
Responsibilities of the directors for the nancial statements
As explained more fully in the Statement of Directors’
responsibilities, the directors are responsible for the preparation
of the financial statements in accordance with the applicable
framework and for being satisfied that they give a true and fair
view. The directors are also responsible for such internal control
as they determine is necessary to enable the preparation of
financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the directors are
responsible for assessing the 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 Company or to
cease operations, or have no realistic alternative but to do so.
Auditors’ responsibilities for the audit of the
nancial statements
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to
issue an auditors’ report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with ISAs (UK)
will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions
of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line
with our responsibilities, outlined above, to detect material
misstatements in respect of irregularities, including fraud.
The extent to which our procedures are capable of detecting
irregularities, including fraud, is detailed below.
179Financial statements
Based on our understanding of the Company and industry,
we identified that the principal risks of non-compliance with
laws and regulations related to the Companies Act 2006, UK
Listing rules and Corporation Taxes, and we considered the
extent to which non-compliance might have a material effect
on the financial statements. We evaluated management’s
incentives and opportunities for fraudulent manipulation
of the financial statements (including the risk of override of
controls), and determined that the principal risks were related
to posting inappropriate journal entries to reduce expenditure
to manipulate the financial performance of the Company, and
management bias in accounting estimates. Audit procedures
performed by the engagement team included:
– Discussions with management, internal audit and legal
counsel, including consideration of known or suspected
instances of non-compliance with laws and regulation
and fraud;
– Review of internal audit reports and the legal risk register;
– Identifying and testing unusual journal entries which reduce
expenditure to manipulate the financial performance of the
Company; and
– Assessing key judgements and estimates made by
management for evidence of inappropriate bias, in particular
in respect of the key audit matter noted above. Details of our
procedures in these areas are included in our key audit
matter above.
There are inherent limitations in the audit procedures
described above. We are less likely to become aware of
instances of non-compliance with laws and regulations that
are not closely related to events and transactions reflected
in the financial statements. Also, 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.
Our audit testing might include testing complete populations
of certain transactions and balances, possibly using data
auditing techniques. However, it typically involves selecting a
limited number of items for testing, rather than testing complete
populations. We will often seek to target particular items for
testing based on their size or risk characteristics. In other cases,
we will use audit sampling to enable us to draw a conclusion
about the population from which the sample is selected.
A further description of our responsibilities for the audit of the
financial statements is located on the FRC’s website at: www.
frc.org.uk/auditorsresponsibilities. This description forms part
of our auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and
only for the Company’s members as a body in accordance with
Chapter 3 of Part 16 of the Companies Act 2006 and for no other
purpose. We do not, in giving these opinions, accept or assume
responsibility for any other purpose or to any other person to
whom this report is shown or into whose hands it may come
save where expressly agreed by our prior consent in writing.
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to
you if, in our opinion:
– we have not obtained all the information and explanations
we require for our audit; or
– adequate accounting records have not been kept by the
Company, or returns adequate for our audit have not been
received from branches not visited by us; or
– certain disclosures of directors’ remuneration specified by
law are not made; or
– the financial statements and the part of the Directors’
Remuneration Report to be audited are not in agreement
with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Appointment
Following the recommendation of the Audit Committee, we were
appointed by the directors on 13 September 2021 to audit the
financial statements for the year ended 31 December 2021 and
subsequent financial periods. This is therefore our first year of
uninterrupted engagement.
Other matters
We have reported separately on the Group financial statements
of Trustpilot Group plc for the period ended 31 December 2021.
As required by the Financial Conduct Authority Disclosure
Guidance and Transparency Rule 4.1.14R, these financial
statements form part of the ESEF-prepared annual financial
report filed on the National Storage Mechanism of the Financial
Conduct Authority in accordance with the ESEF Regulatory
Technical Standard (‘ESEF RTS’). This auditors’ report provides
no assurance over whether the annual financial report has been
prepared using the single electronic format specified in the
ESEF RTS.
David Teager
(Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
East Midlands
22 March 2022
Independent auditors’ report to the members of Trustpilot Group plc continued
180
Trustpilot Annual Report & Accounts 2021
Annual Report – important information
This Annual Report has been prepared by the Company for the purpose of providing certain required information about the Group to
members of the Company only and should not be relied upon by any other person or for any other purpose. To the maximum extent
permitted by law, no responsibility or liability is accepted or assumed to any other person to whom this Annual Report is shown or
into whose hands it may come and any such responsibility or liability is expressly disclaimed.
The information in this Annual Report does not constitute an offer to sell or an invitation to buy shares in the Company or an
invitation or inducement to engage in any other investment activities. You are recommended to seek independent advice from an
appropriately authorised financial adviser before engaging in any investment activity. Any decision you make in reliance on this
information is solely your responsibility.
Where this Annual Report contains forward-looking statements (including ‘forward-looking statements’ within the meaning of
the United States Private Securities Litigation Reform Act of 1995), such statements are based on current expectations and
assumptions, and speak only as of the date they are made. Forward-looking statements should be treated with caution due to the
inherent risks, uncertainties and assumptions underlying them. The Group cautions investors that a number of factors, including
matters referred to in this Annual Report, could cause actual results to differ materially from those expressed or implied in any
forward-looking statement. Such factors include, but are not limited to, those factors discussed in the section of this Annual
Report titled ‘Principal risks and uncertainties’ on pages 42 to 52.
Forward-looking statements can be identified by the use of relevant terminology including the words: ‘may’, ‘will’, ‘seek’, ‘aim’,
‘anticipate’, ‘target’, ‘projected’, ‘expect’, ‘estimate’, ‘intend’, ‘plan’, ‘goal’, ‘believe’ or other words of similar meaning and include
all matters that are not historical facts. They appear in a number of places throughout this Annual Report and include statements
regarding the intentions, beliefs or current expectations of our officers, directors and employees concerning, among other things,
the Group’s results of operations, financial condition, liquidity, prospects, growth, strategies and the business.
Neither the Group, nor any of its officers, directors or employees, provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any forward-looking statement in this Annual Report will actually occur. Undue
reliance should not be placed on these forward-looking statements. Other than in accordance with our legal and regulatory
obligations, the Group undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result
of new information, future events or otherwise.
Past performance cannot be relied upon as a guide to future performance. Nothing in this Annual Report should be construed as
a profit forecast.
Where this Annual Report contains statements referring to Trustpilot’s competitive position, such statements are based on the
Group’s belief and, in some cases, rely on a range of sources, including investment analysts’ reports, independent market surveys,
and the Group’s own internal assessments of market share.
Where this Annual Report contains references to the Group’s websites or separate reports not contained in this document, such
references are included for convenience only. Information on, or accessible through, such websites or reports does not form part
of, and is not incorporated into, this Annual Report. In addition, information on, or accessible through, any third party or external
website does not form part of, and is not incorporated into, this Annual Report.
The Company is the parent company of the Group. The Company and each of its subsidiaries are separate legal entities. In this
Annual Report, unless otherwise stated or the context requires otherwise, references to ‘the Company’ and ‘the Group’ have
the meanings set out in the Glossary overleaf — and references to ‘Trustpilot’ and terms such as ‘we’, ‘us’ and ‘our’ are used for
convenience to refer to one or more of the members of the Group instead of identifying a particular entity or entities.
181Financial statements
Glossary
The following definitions apply throughout this Annual Report unless otherwise stated or the context requires otherwise.
Term Definition
Active consumer A consumer that has visited Trustpilot’s consumer site in a given month
Active domain A domain that has received an invited review or is the subject of a TrustBox impression during a
given month
ACV Annual contract value
Adjusted EBITDA EBITDA (earnings before interest, tax, depreciation and amortisation) adjusted to exclude share-
based compensation, including associated cash settled social security costs, non-recurring
transaction costs, such as those related to IPO preparation, and restructuring costs, which relate to
one-time costs associated with a material organisational change such as severance payments
Admission The admission of the Company’s entire issued ordinary share capital to the premium listing segment
of the Official List of the FCA and to trading on the London Stock Exchange's main market for listed
securities under the ticker "TRST" on 26 March 2021
AGM The annual general meeting of the Company to be held on Wednesday, 25 May 2022 at 2.00 p.m.
from 5th Floor, The Minster Building, 21 Mincing Lane, London, EC3R 7AG
AI Artificial intelligence
Alexa Rank Alexa Traffic Rank, published by Alexa Internet analytics as a measure of website popularity
APM Alternative performance measure
ARR Annual recurring revenue, representing the annual value of subscription contracts measured on the
final day of a reporting period
Board The board of Directors
Bookings The annual contract value of subscription contracts entered into by Trustpilot with customers in a
given period. Nearly all of Trustpilot’s subscription contracts are 12 months in duration — and, in the
event a contract exceeds a 12 month term, the value is adjusted to the 12-month equivalent for the
purpose of calculating bookings
Business transparency page Part of a business’s profile page, the business transparency page provides an overview of how
businesses have used the Trustpilot platform during the preceding 12 months — including the
sources of reviews, whether or not the business pays to access additional Trustpilot products and
services, and star distribution by review source
CAC Customer acquisition cost. Includes sales and marketing costs in a given period
CAGR Compound annual growth rate
CEO Chief Executive Officer
CFO Chief Financial Officer
Claimed domain A domain whose business profile page on Trustpilot’s platform has been claimed, enabling access
to features like inviting customers to write reviews, replying to reviews, and being notified whenever
someone writes a review
CMA The UK Competition and Markets Authority
Code The UK Corporate Governance Code published by the FRC in July 2018
Company Trustpilot Group plc, a company incorporated in England and Wales with registered number
13184807, whose registered office is at 5th Floor, The Minster Building, 21 Mincing Lane, London
EC3R 7AG, United Kingdom
Constant currency The use of constant currency translation illustrates underlying activity by neutralising the impact of
currency fluctuations. Constant currency translation is applied by utilising the monthly average rate
from the most recent period applied to all historical periods being compared
COO Chief Operating Officer
Covid-19 Coronavirus disease 2019 – an infectious disease caused by a new strain of coronavirus identified
in 2019
Current serviceable
addressable market /
Current SAM
The realisable market opportunity for the Group existing within its core industries, products and
geographies. Current SAM was estimated in a Trustpilot-commissioned study in Q4 2020 to be
approximately USD 6.3 billion in the UK, the United States and rest of Europe, assuming maximum
penetration rates of 48% and maximum conversion rates to paying customers of 38%
Directors The directors of the Company
DKK or kr. Danish kroner
182
Trustpilot Annual Report & Accounts 2021
Term Definition
e-NPS Employer net promoter score methodology
ELT Executive Leadership Team
ERG Employee Resource Group
ESG Environmental, Social & Governance
Executive Directors Executive Directors of the Company, being Peter Mühlmann and Hanno Damm – see page 74
FCA The UK Financial Conduct Authority
First year retention Net dollar retention rate of those customers whose subscription is due for renewal for their first time
FRC The Financial Reporting Council
FTSE Financial Times Stock Exchange Group
FY20, FY21, FY22 The years ended or ending 31 December 2020, 31 December 2021 and 31 December 2022,
respectively
GBP or £ British pound sterling
GDPR General Data Protection Regulation
GLG Global Leadership Group
Google Seller Ratings Google Ads’ automated extension that displays a rating between one and five stars in the relevant
business’s Google search ad
Gross churn ACV lost in a renewal period as a result of customers that do not renew
Gross dollar retention rate ACV of all subscription renewals in a given period divided by the ACV of subscriptions expiring in that
period, based on USD amounts rather than customer count, and excluding any expansion of contract
value of subscriptions with existing customers (such as up-selling and cross-selling).
Group The Company and its subsidiaries or, where referring or relating to periods prior to the IPO
Restructuring, Trustpilot A/S and its subsidiaries.
ICFR Internal Control over Financial Reporting
IFRS International Financial Reporting Standards
IPO The initial public offering of the Company’s ordinary shares
IPO Restructuring The reorganisation of the corporate structure of the Group, completed immediately prior to
Admission and involving: a horizontal merger of Trustpilot A/S and Trustpilot Galaxy A/S (with
Trustpilot A/S as the continuing company); each shareholder in Trustpilot A/S exchanging their shares
for newly-issued ordinary shares in the Company, resulting in the Company becoming the Parent
Company; and (iii) the cancellation of warrants in Trustpilot A/S and replacement with warrants in
the Company.
IT Information Technology
KPI Key performance indicator
Lifetime Value Average new customer ACV multiplied by gross margin, divided by Gross churn. Excludes
any expansion of contract value of subscriptions with existing customers (such as up-selling and
cross-selling)
Listing Rules The listing rules of the FCA made under section 73A(2) of the Financial Services and Markets Act
2000, as amended
LTIP The Company’s Long-Term Incentive Plan
LTM Last twelve months
LTM Net Dollar Retention Rate Annual contract value of all subscription renewals in the last twelve months divided by the annual
contract value of subscriptions expiring in the last twelve months. LTM Net dollar retention includes
the total value of subscriptions with existing Subscribing Customers, and includes any expansion of
contract value with existing Subscribing Customers through upsell, cross-sell, price expansion or
winback. Twelve months of data is used as nearly all subscriptions are twelve months in duration,
ensuring the appropriate alignment of renewal activities.
LTV/CAC Lifetime Value divided by CAC. Excludes any expansion of contract value of subscriptions with
existing customers (such as up-selling and cross-selling)
M&A Mergers & acquisitions
NED Non-Executive Director of the Company
183Financial statements
Glossary continued
Term Definition
Net dollar retention rate ACV of all subscription renewals in a given period divided by the ACV of subscriptions expiring in that
period, based on USD amounts rather than customer count, and includes any expansion of contract
value of subscriptions with existing customers (such as up-selling and cross-selling).
Net expansion Calculated as Net dollar retention rate minus Gross dollar retention rate
Parent Company The ultimate holding company of the Group, being the Company
Prospectus The prospectus relating to the Company’s IPO, issued on 23 March 2021
R&D Research & development
Revenue Recognised revenue. Software subscriptions are amortised over the term of the contract
Review invitations A product feature that enables Trustpilot’s customers to invite their own customers to write a review
about them on Trustpilot’s platform.
Reviewed domains Domains reviewed on Trustpilot’s platform (inclusive of domains subsequently removed from
Trustpilot consumer site)
RoW Rest of World
RSP The Company’s Restricted Share Plan
SaaS Software-as-a-Service
SEM Search engine marketing
SEO Search engine optimisation
Subscribing Customers Number of customers with a paid subscription for services on Trustpilot’s platform
Sunley House Capital Sunley House Capital Master Limited Partnership
TCFD Task Force on Climate-Related Financial Disclosures
Total addressable
market / TAM
The total future long-term market opportunity that exists for the Group, including expansion into
adjacent industries, products and geographies. Global TAM (excluding China) was estimated by a
Trustpilot-commissioned study in Q4 2020 to be approximately USD 50 billion
Total cumulative reviews All reviews submitted to Trustpilot’s platform since its inception (including reviews subsequently
removed or deleted)
TrustBox Embedded widgets that allow Trustpilot’s business users to display customer feedback, including
reviews and TrustScore, on their website or within their marketing
TrustBox Impressions The number of customer webpage loads with an embedded TrustBox, but the consumer does not
necessarily see the TrustBox
Trusties Trustpilot employees
Trustlytics Trustpilot's proprietary intelligence platform that utilises data from Trustpilot’s big data ecosystem to
deliver internal data insights, assess new product features and identify commercial opportunities
TrustScore Also known as Trustpilot’s star rating — an overall measurement of reviewer satisfaction based on
all consumer reviews a business receives on Trustpilot. The TrustScore is represented numerically
from 1 to 5
TSR Total shareholder return
USD or $ US dollars
Vitruvian Partners Trafalgar Acquisition S.à r.l.
VP Vice President
Warrant Program Warrants to subscribe for ordinary shares in the capital of the Company
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Trustpilot Annual Report & Accounts 2021
Shareholder information
Registered ofce
Trustpilot Group plc
5th Floor The Minster Building
21 Mincing Lane
London
EC3R 7AG
Registered number: 13184807
Website: investors.trustpilot.com
Trustpilot A/S
Pilestraede 58
5th Floor
1112 Copenhagen K
Denmark
Shareholders as at 31 December 2021
Number of ordinary shares held
Number of
shareholder accounts % of shareholders Number of shares
% of total issued
share capital
1 – 1,000 24 7.14 7,2 21 0.00
1,001 – 5,000 44 13.10 120,932 0.03
5,001 – 50,000 88 26.19 1,926,413 0.47
0,001 – 100,000 35 10.42 2,432,906 0.59
100,001 – 500,000 54 16.07 12,754,816 3.08
More than 500,000 91 27.0 8 396,505,068 95.83
Share price – period from IPO to 31 December 2021
Share price as at 31 December 2021 3 27.4 0p
Lowest share price during the period 255.00p
Highest share price during the period 460.00p
The share prices quoted above are closing prices from the Stock Exchange Daily Official List.
Financial calendar 2022
Annual General Meeting – 25 May 2022
Trading update – July 2022
Announcement of 2022 Half-year results – September 2022
Directors
Timothy Weller – Chair
Peter Mühlmann – CEO and Founder
Hanno Damm – CFO
Angela Seymour-Jackson – Senior Independent Director
Mohammed Anjarwala – Non-Executive Director
Claire Davenport – Non-Executive Director
Joe Hurd – Non-Executive Director
Ben Johnson – Non-Executive Director
Rachel Kentleton – Non-Executive Director
Company Secretary
Carolyn Jameson
185Financial statements
Independent auditor
PricewaterhouseCoopers LLP
Donington Court
Pegasus Business Park
Castle Donington
East Midlands
DE74 2UZ
Principal bankers
Silicon Valley Bank
Danske Bank
J.P. Morgan Chase Bank
Financial PR consultants
Tulchan Communications
2nd Floor
85 Fleet Street
London
EC4Y 1AE
Financial advisers
J.P. Morgan Securities plc
25 Bank Street
Canary Wharf
London
W14 5JP
Morgan Stanley & Co. International plc
25 Cabot Square
Canary Wharf
London
E14 4QA
Website
The Company’s website, investors.trustpilot.com, provides information for shareholders including the 2021 half-year report,
results announcements and share price information.
Registrar and shareholder enquiries
Enquiries in relation to shareholdings in Trustpilot Group plc should be addressed to Trustpilot’s registrar, Equiniti. Contact details
for Equiniti are provided below:
– Online: www.shareview.co.uk
– By telephone: 0371 384 2063 (for UK calls) or +44 (0)121 415 0235 (for calls from outside the UK). Lines are open from 8.30 a.m.
to 5.30 p.m. (UK time), Monday to Friday (excluding public holidays in England and Wales).
– By post: Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA
Equiniti’s website provides information about how you can manage your shareholdings and answers to commonly asked
shareholder questions.
Annual General Meeting
Trustpilot Group plc’s first Annual General Meeting (“AGM”) will be held on Wednesday, 25 May 2022 at 2.00 p.m. from 5th Floor,
The Minster Building, 21 Mincing Lane, London, EC3R 7AG. The Company is offering facilities for shareholders to vote electronically
and attend by conference call to ask questions in real time, should they wish to do so. Further information is available in the notice
of AGM which is available to download from our website, uk.trustpilot.com. If there are any changes to the Company’s AGM
arrangements from those set out in the notice of AGM, an update will be provided on our website, investors.trustpilot.com.
Shareholder information continued
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Trustpilot Annual Report & Accounts 2021
Notes
187Financial statements
Notes
188
Trustpilot Annual Report & Accounts 2021
Trustpilot Group plc
5th Floor
The Minster Building
21 Mincing Lane
London
EC3R 7AG
Telephone: +44 20 4534 5222
investors.trustpilot.com
Incorporated and registered in England and
Wales with registered number 13184807