Moneysupermarket.com Group PLC Annual Report and Accounts 2022 ## Helping households ##  ### Annual Report and Accounts 2022 ##  ##  ##  ## It’s never been more important for ##  ##  ##  ##  Peter Duffy Chief Executive Officer » Read more on pages 10 and 11 ## What we do ### The Group operates a tech-led savings platform ### and leading UK brands including price comparison ### sites, cashback and a consumer finance content ###  ### Our purpose is to help households save money by ### giving them access to free online tools that enable ###  ### a marketplace business model, matching consumers ###  ### Consumers can come to a single site, answer a ### simple question set and let us do the work of ### providing them with a wide choice of relevant ###  ###  Strategic Report ##  ## Lisa’s story ##  ##  ##  ##    and to all of us as customers. »  ## Kit’s story ## Our work has felt ##  With the onset of the cost of living crisis, MSE can play a very important role as a trusted source of advice for consumers...   »  ## Contents | Strategic Report | | Governance | | Financial Statements | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | 02 | Highlights | 68 | Chair’s Introduction | 124 | Independent Auditor’s | 172 | Glossary | | | | |  | Report | | | | | 04 | At a Glance | | | | | 173 Shareholder Information | | | | | 70 | Board of Directors | 132 Consolidated Statement | | | | | 06 | Investment Case | | | | | IBC 2023 Financial Calendar | | of Comprehensive 72 Corporate Governance 08 Chair’s Statement Income Statement 10  133 Consolidated Statement 83 Employee Champion Review of Financial Position Report | 12 | Our Market and Trends | | | | | | --- | --- | --- | --- | --- | --- | | | | | | 134 | Consolidated Statement | | | | 85 | Nomination Committee | | | | 16 | Business Model | | | | of Changes in Equity | Report 18 Our Strategy 135 Consolidated Statement 89 Audit Committee Report of Cash Flows 23 Strategy in Action 94 Risk and Sustainability 136 Changes in liabilities 29 Section 172 of the Committee Report  Companies Act 2006 – 97 Remuneration Stakeholder Engagement 137 Notes to the Committee Report Consolidated Financial 36 Sustainability 118 Directors’ Report Statements 54 Financial Review 123 Statement of Directors’ | | | | 166 | Company Balance Sheet | | --- | --- | --- | --- | --- | | 60 Viability Statement for | | Responsibilities in | | | | | | | 167 | Company Statement | | | the 2022 Annual Report | respect of the Annual | | |  Report and the | 62 | Risk Management | | | | | --- | --- | --- | --- | --- | | | |  | 168 | Notes to the Company | | 66 | Principal Risks | | | | Financial Statements  Annual Report and Accounts 2022 ## Moneysupermarket.com Group PLC 01 Highlights # 2022 overview Consistent strategic execution and strong results. ![img-0.jpeg](img-0.jpeg) ## Revenue by segment Insurance **£172.0m** 2021: £158.7m Travel **£14.9m** 2021: £4.1m Money **£103.3m** 2021: £75.2m Cashback **£57.6m** 2021: £10.6m Home Services **£39.8m** 2021: £68.1m ## Operational highlights - Revenue grew 22% (8% excluding Cashback) with strong performance in Money and Travel channels, and despite closed energy switching market - Gross margin down c.3%pts, driven by expected impact of Quidco consolidation - Profit growth: adjusted EBITDA up 15% and profit after tax up 33% - Strong cash conversion with operating cashflow of £104.4m in the year. Net debt to adjusted EBITDA fell to 0.3x (0.6x in 2021) - Full-year dividend maintained at 11.71p Continued progress on our transition to becoming a flexible, tech-led savings platform: - Data centralised on Google Cloud Platform, with Quidco following in 2023, laying foundations for customer-facing innovation - More efficient customer acquisition and retention capabilities with enhanced PPC bidding and marketing tools - CYTI, Ice Travel Group, Quidco acquisitions on track - Helped households save an estimated £1.8bn - Commitment to reach Operational Net Zero by 2030; remained 'Beyond Carbon Neutral', offsetting 150% of our carbon footprint - Ranked first on the FTSE Women Leaders Review report; Included in the Inclusive Companies Top 50 UK Employer List 02 Annual Report and Accounts 2022 Moneysupermarket.com Group PLC Strategic Report ## Financial highlights 1 Revenue (£m)   (£m) |  | | | |  | | | | |  | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 2022 | | |  | 2022 | |  | | | 2022 | |  | | | | 2021 | 316.7 | | | 2021 | 70.2 | | | | 2021 | 100.5 | | | | | 2020 | | 344.9 | | 2020 | | 87. 8 | | | 2020 | | 107.8 | | | | 2019 | | | 388.4 | 2019 | | | | 116.0 | 2019 | | | | 141.5 | | 2018 | | 355.6 | | 2018 | | | 106.9 | | 2018 | | | 129.4 | | 1   (p)  |  | | | | |  | | | |  | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 2022 | |  | | | 2022 | |  | | 2022 |  | | 2021 | 9.8 | | | | 2021 | 11.9 | | | 2021 | 11.71 | | 2020 | | 12.9 | | | 2020 | | 13.1 | | 2020 | 11.71 | | 2019 | | | | 17.7 | 2019 | | | 18.2 | 2019 | 11.71 | | 2018 | | | 16.2 | | 2018 | | | 17. 4 | 2018 | 11.05 |   ##    Revenue  Insurance  ###    2021: £158.7m 2021: £94.7m    after the lifting of pandemic-related restrictions. Money  ###    2021: £75.2m 2021: £50.8m      Home  | | | |  | | m | | --- | --- | --- | --- | --- | --- | | Services |  | | | | | | | | 2021: £68.1m | |  | |     Travel  ###    2021: £4.1m       ###    2021: £10.6m 2021: £1.8m  offset declines in the retail and services segments. Retail moderated as the high online penetration   Annual Report and Accounts 2022 ## Moneysupermarket.com Group PLC 03 ### At a Glance ##  ##  ## Who we are  The Group operates a tech-led savings  ## Moneysupermarket  matching consumers to providers in an   ##    ## business driven   lnsurance, Money, Home Services and  ##    ## helping households   giving them access to free online tools that access millions of customers. ## save money.  |  | “ Cutting your costs, |  | | --- | --- | --- | | More ways to save | fighting your corner” |  | |  |  | Quidco helps users earn cashback on | | | biggest consumer finance websites and | their online spending with nearly 5,000 |  is dedicated to cutting users’ costs and popular brands.  fighting their corner with journalistic personalised, painless and free online Quidco offers cashback with many research, cutting edge tools and a and app-based tools to help people save household brand names across massive community all focused on money on their household bills. categories including Travel, Clothing, finding deals, saving costs and Home & DIY and Health & Beauty. MoneySuperMarket covers a range of campaigning for financial justice. Quidco also provides a compare service verticals including Insurance, Money and More than 8.9 million people have signed helping users save on their car, home Home Services. Consumers can come to up to receive its weekly email which has and other insurance needs. a single site, answer a single question set deals and money-saving advice. and get a wide choice of relevant products to choose from. MoneySavingExpert.com topped the YouGov Recommended rankings in  recommended by its users. Annual Report and Accounts 2022 ## 04 Moneysupermarket.com Group PLC Strategic Report ## Our brands help households to save money, ##    » Read more from Peter on pages 10 and 11.  Revenue per active user (MSM) the Moneysupermarket Group ##   ### “Looking for a great “Compare millions of  ###    ### TravelSupermarket helps people save on icelolly.com is a holiday comparison  their holidays. Its goal is to help users   filter through a big range of travel deals  platform. It creates digital experiences and find the one that suits them more leading travel companies and access that connect users with the right products easily. attractive deals. and services when they need them. It compares prices on a broad range of It helps users compare deals on package DecisionTech B2B solution offers holiday options including thousands of holidays from a wide range of holiday industry-leading comparison technology individual package holidays and hotels, providers. There were more than 8 for third party brands enabling them to low-cost and charter airlines, and car million visitors in 2022 and more than 1 provide a first class user experience, hire providers. million people are subscribed to icelolly’s whilst maximising monetisation. email list to receive the best deals straight into their inbox. Annual Report and Accounts 2022 ## Moneysupermarket.com Group PLC 05 ### Investment Case ## Why invest in ##  ## Moneysupermarket Group is a successful digital marketplace business, driven ## by a clear purpose of helping households save money. Our leading brands play ## a vital role for consumers and providers and are underpinned by a tech-led ##  ###  We have a Group net promoter score    ###  ###  We offer users the tools, services and    fee revenue model gives our providers and      ###            Annual Report and Accounts 2022 ##  Moneysupermarket.com Group PLC Strategic Report ###  ###   strongly cash generative and capital light.   ###  ###             ###           Annual Report and Accounts 2022 ## Moneysupermarket.com Group PLC  ### Chair’s Statement ##  ## in tough times ### Our Group purpose of helping We also continued to deliver well against We have regularly considered and our strategy, finalising the rollout of our monitored the real and potential ###  modernised marketing tech stack, further risks, and impacts of macroeconomic ###  simplifying our Group tech platform and disruption to our end markets along Spiralling energy prices, the cost of living connecting all brands to the new data with mitigating actions. crisis and an uncertain economic outlook platform. After significant inorganic We have carefully considered the have only heightened the financial strain activity in 2021, we successfully integrated impact of inflation, recession and  the new businesses and made significant future end market volatility, as well  progress in realising the benefits of these as regulatory change and data once more helped out, saving households acquisitions. Quidco has made a strong security breach scenarios upon the an estimated £1.8bn in 2022. initial contribution in 2022 and Ice Travel Group’s business, financial position Group has already proven its value in The year again saw challenging conditions and liquidity. diversifying the Group within the travel in some of our main markets, with sector. We remain confident that both We do not consider there to be a wholesale energy prices preventing  threat to the Group’s long-term providers from offering competitive financial resilience. | tariffs that consumers could switch to and | The breadth and diversity of our | | --- | --- | | significant regulatory reform from our |  | | general insurance providers. The diversity | performance of the Group. Even after a | | of our product offering once again proved | succession of shocks, including COVID-19 | | a major strength in the face of such | and unprecedented wholesale energy | | disruption. Our Money vertical performed | prices, the diversified nature of our Group | | robustly, and as COVID-19 travel | and our cash-generative financial model | | restrictions eased, our sales in travel- | has allowed us to maintain the dividend. | | related channels started to recover. Our | The flexibility and hard work of our | | brands are again rising to the challenge, | colleagues and the leadership of the | | providing useful advice and savings tips to | Executive Team have again generated | | millions of people; MoneySavingExpert | substantial value for users | | has become the foremost authority in the |  | energy crisis, campaigning to protect the The Board has received regular most vulnerable and helping users make updates from the Executive difficult decisions around their household Team on our operations, how bills. As ever, MoneySuperMarket helped we are supporting employees millions more find the best insurance and the community, and the policies and financial products to suit risks faced by our business. their needs. ##  ##  ##  ##  ##   Chair Annual Report and Accounts 2022 ##  Moneysupermarket.com Group PLC ### Our role in society Revenue (£m) cheapest car and home insurance for Strategic Report customers: this is a clearly differentiating   culture that encourages our people to   ##               ##       | employees, in order to ensure they remain |  | | --- | --- | |  |  | |  |  | |  | Strategy on pages 18 to 22. | ##   ###  Capital allocation         | |  | a final dividend of 8.61p per share | | --- | --- | --- | |  | |  | | of environmental, social and governance | |  | |  | |  | ###            future prospects of the Group and recognise        Whilst the impact of climate change has the forthcoming Annual General Meeting, the     and strategy in the short to medium term,     regulatory requirements suppressed                significant surplus capital and there are no ###  in consumer savings in 2022. Group material short-term organic or acquisitive Succession planning has continued to     consider returning these surplus funds to           ###  see page 70. dividends of £62.8m to shareholders.    Read more about our Strategy        ###      and operational direction of the Group. platform continued at pace in 2022. At the    of helping households save money.  consumer propositions. We launched a       Chair Read more in the Sustainability   Report on pages 36 to 54  Annual Report and Accounts 2022 ## Moneysupermarket.com Group PLC  ###  ##  ## of our platform ###  Revenue per active user (MSM) ###  ###  ##  ###  ### performance shows the ###  The business has delivered strong results |  | even though some of our end-markets | | --- | --- | | We have now centralised our data and | were suffering challenges, in particular | | made it available to colleagues across the | energy and car and home insurance. The | | Group in real time. We have also adopted | energy switching market was closed for | | best-in-class marketing technology and | the whole year and new general insurance | | more of our brands and comparison | regulation meant subdued switching in | | channels are powered by flexible and | car and home, particularly in the first half. | | re-deployable services. This means we | The return of travel after pandemic | | can attract visitors to our websites more | restrictions were lifted and very strong | | efficiently and simplify our operations. | demand for Money products offset this. | | We have introduced innovations to help | And with the results of our strategy | | people save more money and to support | starting to come through we have grown | | our providers, whose products and | both revenue and profit for the first time | | services are available on our sites, more | since 2019. With new capabilities and our | | effectively. We see significant opportunity | platform becoming more mature, we | | ahead for our Group. |  |  The Group platform supports strong | brands. MoneySuperMarket’s latest | Adjusted EBITDA and profit before tax | | --- | --- | | advertising campaign underscores its | grew 15% and 21% respectively, driven | | purpose to help people save money and is | mainly by strong performance | | resonating with consumers. | in Money and Travel as well | | MoneySavingExpert remains the most | as the first full year of | | recommended source for people coping | Quidco ownership. Gross | | with financial pressure in these uncertain | margin was down circa | | times. And we have exciting plans for | three percentage points, | | Quidco and our Travel business after our | which was expected | | acquisitions in 2021. | given the consolidation | of Quidco with its lower gross margins than the  ##  ##  ##  ## results despite headwinds in several ##    Annual Report and Accounts 2022 ## 10 Moneysupermarket.com Group PLC ### Our platform   Strategic Report At the heart of the Group is our technology  In the cost-of-living crisis our purpose is more   relevant than ever and the passion and   commitment of our employees to saving  households money is an inspiration.   Reinforcing our inclusive culture is a priority for        level. That means a single, common platform       and to deliver to our purpose.       promoting diversity, inclusion and equal     to its highest level since 2018.                    ### Social impact requires less resource for maintenance and  Helping households save money and                       tips and tools to millions of users. MSE has    can to reduce our emissions. In the meantime,  consumers through the energy and cost of   living crisis, and it is an authority in personal                  personalised opportunities to save and has Trust, our charity partner, including the   proceeds from colleague fundraising activities.         impact and support those most in need. MSE  users to save more and offer improved       not-for-profit groups that provide education, returning customers. Traditionally price good progress integrating it into the Group. It information and support to help people comparison focused on getting the information     ### compared. We have pivoted this so the focus is Outlook colleagues moving into the main Group office |  |  |  | | --- | --- | --- | |  |  |  | | across more channels. For users that means an |  | purpose to help households save money at its | |  | operations to leading customer engagement | core. That gives us a strong foundation for an | |  |  |  | |  |  | propositions. This foundation sets us up for | |  | Services, Travel and pet and car insurance. |  | | set for each product. Soon, 12 of the 16 | |  |               Chief Executive Officer        use this as the foundation to add innovative   post-pandemic recovery in Travel.  Annual Report and Accounts 2022 ## Moneysupermarket.com Group PLC 11 ###  ##  ## chosen markets ### Price Comparison (overall market) Link to strategy ### Regulatory focus         Impact Opportunities Greater focus from governmental    increasingly important feature   of the price comparison sector.     ###          Impact Opportunities  Simultaneous comparison Today price comparison focuses heavily on price. The cheapest     challenging to present clearly sites can improve the additional information they provide to  help users assess value. We incorporate independent quality    ###        Impact Opportunities Propositions that recommend  Advisory propositions are generally more heavily regulated  could disrupt the status quo   and rapidly gain scale. long-term evolution of the price comparison model to one started to emerge.  ###          Impact Opportunities Rising inflation and interest         Annual Report and Accounts 2022 ##  Moneysupermarket.com Group PLC ###  Strategic priority Strategic Report          Icelolly.com   ### Insurance Link to strategy ### FCA pricing regulations       Impact Opportunities    introduced regulations to stop less attractive compared to      higher customer retention       insurance products offer  | Insurance premiums | | |  |     | | --- | --- | --- | --- | --- | |  | Impact | Opportunities | | | | In 2022 premiums entered an | Premium inflation | An inflationary environment should drive higher enquiries | | | | inflationary cycle for the first |  |  | | | | time since 2019 as insurers |  |  | | | | reflected the higher cost | |  | | |   ### Travel insurance       Impact Opportunities The overall demand for travel We have seen a recovery in the  and therefore the demand for   travel insurance are recovering have eased and consumer  as pandemic-related travel confidence returns. A recession  could result in a reduction in  demand for discretionary could put pressure on  consumer spending. Annual Report and Accounts 2022 ## Moneysupermarket.com Group PLC 13 ### continued ### Money Link to strategy ### Interest rate rises      Impact Opportunities    economies are starting to rise credit more costly.     ### Home Services Link to strategy ###       Impact Opportunities       remained high and volatile in     and supply issues.   In addition, MSE editorial is uniquely positioned to guide consumers   the introduction of the Energy Price Guarantee, meant there   Annual Report and Accounts 2022 ## 14 Moneysupermarket.com Group PLC Strategic Report ###  Link to strategy ###      Impact Opportunities The pandemic accelerated    returned to trends everyday purchases amid the rising cost of living. The greater    reopening of the high street    moderate these trends. ### Travel Link to strategy ###      Impact Opportunities  As the largest discretionary      demand for travel may soften  economic uncertainty could under macroeconomic pressures.     more resilient compared to  ###  Our strategy     Retain &   grow offer   Icelolly.com Annual Report and Accounts 2022 ## Moneysupermarket.com Group PLC 15 ###  ##  ## save money ## Our key strengths Our value cycle ##   ### users make meaningful savings across their ###  ### Technology ###   ###      ###   ## 1     generate real-time performance ###  information, and provide relevant, ##    ### Relationships  ##  3    » Read more about how we engage ### .  ## 4  ### People  ###   ## 5  » Read more about how we support . ###  ###  ##      » Read about our brands on pages . ### Marketing platforms   » Read more about the effectiveness . ##  » Read more on pages  Annual Report and Accounts 2022 ##  Moneysupermarket.com Group PLC ### Risk management framework Strategic Report       delivery of our strategic goals and the       Group and create the insight required for appropriately mitigated.   have considered them as part of our  ##  How we share value ##   ### Our customers  personalised information   n o s t i c M S M G - a g p l a n d t f o r a r m B ## (2021: £1.6bn) o m e S e r v i c e H s p a r i s o n s e r v m i c e c o s ###  I n g s n s i  e r e n t u  i g , d i a t e r s n l l i n d b a i o e r t i p a n  r t m n c e o d l u s s e v C e d o r c s v o a  , k i m c y c e c a p s a n b a h r i s n s a o e T c n ## 5,000+ (2021: 4,500+) & ### Our people   D n S i o E g s i i M t r  a | 1 | l | | | | | a | | | --- | --- | --- | --- | --- | --- | --- | --- | | , | m | | | | | p | | | S | | | | | | s | | | E | | | | | m | e | | | | a | | | | | c | | | O | | r |  | | o | i | | | | 2 | k | | | c | v | | | | , | e | | y | | r | | | | C | t | | e | e | | | | | R | i n | | | s | | (2021: 71%) | n M g o 3 M ### Our communities D a e t a t u r  i n f r a s t r u c & a n a l y t i c s       ##    (2021: £0.2m) ###  Full year dividend maintained  • Minimising our environmental impact ##  • Our social responsibility ##  » Read more on pages  • Robust governance and ethics (2021: 62.8m) Annual Report and Accounts 2022 ## Moneysupermarket.com Group PLC  ### Our Strategy ##  ## save money ###  ##    ##    •  •  • Further channels  •  •  •  •  •   ###  ###   that increase our agility and speed. This has    and tools to guide and support consumers to get     organic search results for most channels.                          level since 2018.   set of tools and processes for content production ###       the channels that use the shared profile and          returning users.         in more than one of our seven core channels.  technology to identify potential saving       average, active users enquired in 1.2 channels.   MSE content and also the start of a suite of     effort needed to get to a quote. The core of       users enquire across more channels. This is   Annual Report and Accounts 2022 ##  Moneysupermarket.com Group PLC Strategic Report ##  ###    ###  |  |  |  | | --- | --- | --- | |  | prominent positions on the site. And |  | |  |  |  | | integrating our 2021 acquisitions, released |  |  | |  | |  |     offering across channels.     The mortgage proposition remains an attractive        early steps to offer providers the opportunity to    innovate to deliver enhanced, digitised  mortgage comparison services to customers.         designated advertising spots on our sites. ###     of the strengths of the Group. We offer the          simpler to manage and reducing maintenance         home communications.     ### Culture   We remain deeply committed to investing    maintain a culture of diversity and inclusion, organisation to deliver greater innovation        Annual Report and Accounts 2022 ## Moneysupermarket.com Group PLC  ### Our Strategy continued ## Progress against our ## strategic priorities Strategic  initiatives  Our future uncertainties   •  •  •      of proprietary data to and consumer demands   use of data and transition to optimise the effectiveness •     •  •  • Economic conditions   faster and more agile approach MoneySuperSeven creative • Regulation   • Relevance to partners •  •  price promise guaranteeing the   for customers car and home insurance  •  •  •     populated enquiries      •  greater analytical processing •   • More effective and efficient enquiries using shared •    turnaround times and •  •    • Relevance to partners •  •  • Economic conditions  features in the MSE app  • Regulation •     •  •  •    app data into Group Google  and consumer demands    • Strengthen Ice Travel •  •   • Relevance to partners    • Regulation •  •   propositions using rich,  •   •   ###       Icelolly.com Annual Report and Accounts 2022 ##  Moneysupermarket.com Group PLC Strategic Report ## Our focus ##  ###                  ###  ###   authoritative source of advice on    year-on-year. It maintains its position of pressure for numerous households and       mention MSE as their first port of call for      for users to access helpful information.   ### guides to help consumers understand Money    ### MoneySuperMarket    campaign featuring a squad of seven saving circumstances. We have also improved specialists that help customers to    save: car insurance, home insurance, improvements and other optimisations.  ### Mortgages insurance and pet insurance. In 2022  We have significantly enhanced our     customers to retrieve their last results   ## The quotations you supplied were excellent ##  Annual Report and Accounts 2022 ## Moneysupermarket.com Group PLC  ### Our Strategy continued ## Cutting your costs, ##  ### Cutting your costs          Government to include scams in the   independent and committed to helping its ### Fighting your corner  users cut their costs and fighting their     sessions on the site in 2022, and around  70 million on the MSE Forum, our online In 2022 MSE released its report calling ###  |  |  | | | --- | --- | --- | |  |  |  | | and around 8 million people receive our |  | resources in our platforms and content | |  |  |  | | |  |  | Much of our effort remains focused on  helping people manage the impact of The site also highlighted in its report, the     their finances: our detailed analysis of the had lapsed for those roaming in Europe as  impact of dramatic rises in energy costs  insurance proposition and relaunched and guides to reduce energy consumption      Annual Report and Accounts 2022 ##  Moneysupermarket.com Group PLC ### Strategy in Action Strategic Report ##  ##           featuring a squad of smart, eclectic, cool          save money. If you find the same product Since launching the campaign our share of      at the highest levels since 2018.     ##  ##  Annual Report and Accounts 2022 ## Moneysupermarket.com Group PLC  ### Strategy in Action continued ## Retain  ##         richer as they enquire across more channels.            your specific needs and purpose. For        easier, simpler and more personalised.   To offer attractive deals in any of our  verticals it is necessary to collect a lot of   information is already there and you   information required for the specific product   shared across our different channels. ##  ##  Annual Report and Accounts 2022 ##  Moneysupermarket.com Group PLC Strategic Report ##   ##    ###     purchases and save across a range of     gives users the opportunity to save on   purchases across a range of categories            from them.         of their everyday purchases.   ##  ##  Annual Report and Accounts 2022 ## Moneysupermarket.com Group PLC  ### Strategy in Action continued ## Our new ##  ## In May 2022, MSE launched its mobile ## App on the Apple and Google play ## stores. The App hosts the entire MSE ## website, including all our money-saving ## tools and our famous weekly email, ## accessible to all users without ## needing an account.                                 searches.    continued interest in furthering this partnership, primarily due to              user. Each piece of myMSE content has editorially-driven actions    ##  ##  Annual Report and Accounts 2022 ##  Moneysupermarket.com Group PLC Strategic Report ## Kit helps households ## save money ##  ##  ##  Having occupied my current role throughout                   ###    ###    ###    ###      ###  more in demand than at any point in its near     has needed to step up and pull together as a  Patricia team. Each of us has had a role in ensuring       harder than ever, millions more people            reassurance for me that our messaging has    doing this is easier said than done, especially      harder at present for some people.  mortgage outgoings.          ensure the guide remains as up-to-date and     that can help them save £100s or even             that our advice on credit reports and scores      accepted for credit in the first place.  discount successes.          full-time students or live-in carers, to those   Annual Report and Accounts 2022 ## Moneysupermarket.com Group PLC  ### Strategy in Action continued ## Lisa helps households ## save money ## I know how my role helps and supports ## our purpose to help households save ## money, and I feel I am making a ##         paramount to delivering all our outcomes. these outcomes for our customers and it    tremendously important to me and          partners and help provide insight into     from our friends, to our family, and to all of gaps into potential offers or products. We  us as customers.      influencing our position to move our   strategies further.  continue to focus on the importance of each          understand the current climate from an  continue to deliver products and offers that   can truly help and support all our customers.              ##      changing factors throughout this year and ## informed decisions really is the true  this has emphasised ever more so the need foundation of the role.  ##  The Money Team has had tremendous deliver to our customers products and   ##  to their overall lives, to help give certainty in intrinsically connected to    immune to the difficulties that our customers ##                prudent financial decisions.  Annual Report and Accounts 2022 ##  Moneysupermarket.com Group PLC ###  Strategic Report ## Who are the Group’s ##                this duty, having regard to a range of maintaining good communications and suppliers and providers, shareholders and    the need to maintain a reputation for high           ### Customers Why it is  important   differentiating us from our competitors. Customers’ • Products and services • Range of products and services  •  • Ease of use and convenience •  • Accurate and up-to-date information How we engage •  •     opportunity to receive responses to queries in real perception across a range of indicators including  customer satisfaction, functional drivers such as  ease of use and emotional drivers.  •  •      •    How the Indirect engagement: •   gained from quantitative and qualitative customer •  research used to inform our strategy.   •    Significant •  •       saving offers, and quantity of products. It also •    such as clearer communication in certain areas.  Annual Report and Accounts 2022 ## Moneysupermarket.com Group PLC  ### continued ### Customers continued Outcomes •  •    could capture and report more meaningful data.  •  •  channels to give customers the opportunity to  receive responses to queries in real time.   •     •    response, and in many cases a one-contact resolution.   •      ###  Why it is  important      •  • Training and development  •  •  •  • Health and safety • Employee engagement • Equality How we engage •  • We have nine active Employee Resource Groups        •    employee engagement to ensure that all employee •  voices are heard.  • We continued to run a fortnightly all-employee •         •    •  •     understanding of the reaction of employees to       Annual Report and Accounts 2022 ## 30 Moneysupermarket.com Group PLC Strategic Report ###  continued How the  Indirect engagement:  •  •     •    during 2022, offering employees in each of these    •  •   employee engagement survey.   •  Employee Resource Groups.  concerns confidentially. •   •   received regular updates on our diversity and inclusion progress. Significant •  •    event that career development opportunities for      •    •  relevant senior leaders, as appropriate.   in the cost of living crisis and the performance of the  Outcomes •  •   ensure that a there is a programme of employee    on different areas. •  •      order to enhance career progression. seminars to employees to help them to understand  •   • We made a one-off payment of £2,000 to all    ###  Why it is  important      • Financial performance, economic impact and •    •  • Governance and transparency • Strategic progress •  • Total shareholder return •  Annual Report and Accounts 2022 ## Moneysupermarket.com Group PLC 31 ### continued ###  continued How we engage •  •   in-person meetings for our shareholder meetings investors and analysts throughout the year to and results presentations to provide a greater level  of engagement. any ad hoc queries. • We held an informal dinner for our analysts to meet  of our strategy and the different areas of our  How the  Indirect engagement:  •  •      •  •   Investor Relations Team during specific consultation      •     •  Significant •  •            Outcomes •  •   •    and progress.   ###  Why it is  important     Suppliers’ •  • Efficient customer acquisitions  •  •  •  •  How we engage •  •   tender processes and more informal meetings and    •  We conducted revenue audits on selected providers  and third party audits on a sample of our suppliers. successful initiative that has increased engagement and had a positive impact on our trading. •   •     •  identify any areas for improvement, and to inform     Annual Report and Accounts 2022 ##  Moneysupermarket.com Group PLC Strategic Report ###  continued How the Indirect engagement: •   understand the level of supplier engagement and •    supplier management activities. either in terms of value or strategic importance to the Group. •   and in the annual strategy sessions. Significant •  •   survey that additional data propositions to sit     Outcomes •  • We have improved engagement in our Money    • We have significantly improved the data and insights offerings to customers as a result, especially through     •  and contract approval limits to ensure a more  oversight and rigour. ###  Why it is  important communities and groups local to our offices and consider the environmental and social impacts of our operations.    Communities’ •  •   and reporting • Health and safety performance •  How we engage • We provide support to charities local to our offices •   year to provide meaningful support to deprived  young people over the long term, via fundraising initiatives including a Future Steps challenge and •   initiative to support the local community and reduce  •   participated in a panel discussion on allyship. How the  Indirect engagement:  •  •   charities and communities initiatives from the    •  climate-related commitments, including a revision  •    Significant •    Annual Report and Accounts 2022 ## Moneysupermarket.com Group PLC 33 ### continued ###  continued Outcomes •  • We supported local families and our communities  and helped several groups to restart their  • To encourage our colleagues to help in their community, a charity, or an initiative that supports • We donated £100,000 to the Princes Trust,     • We have continued to reduce our greenhouse gas •     ### Regulators/Government Why it is  important   Regulators’ •  • Treating customers fairly  •  • Impact on the environment  How we engage •  •   developments to ensure our implementation   •  • We provide training and support colleagues on the annual reporting that includes information on sales,  complaints and regulatory capital. This reporting is     •   •   various campaigns including the future of the  •  emerging regulatory developments, including GI   How the Indirect engagement: •    •   •    •    for the Group. Significant •   implementation of GI pricing rules. Outcomes •   Annual Report and Accounts 2022 ## 34 Moneysupermarket.com Group PLC ###  Strategic Report     throughout the year, including specific • received presentations on specific     regulatory changes and changes to the  and reserves to itself specific matters  management, determined strategic  priorities and the development of •  direction of the Group, M&A activity      •       ###     •  •  that promotes integrity and transparency.    governance and compliance, and the   identification and management of       • received regular governance updates •        ##  ###   acceptance of a move to Restricted Share             as regards those underpins applied at   Scheme grant and provide a detailed           discretion upon vesting.        Annual Report and Accounts 2022 ## Moneysupermarket.com Group PLC 35 ### Sustainability ## Sustainability ## for success ## I am so proud of the strides we ##  ##  ##  ##  Shazadi Stinton General Counsel and Company Secretary My role as Group General Counsel and Alongside our Sustainability Framework, We have undertaken a number of projects Company Secretary includes having  across the year to help our employees responsibility for the Group’s sustainability Sustainability Governance Framework,  strategy, and how we make sure we with the aim of providing our stakeholders providing workshops for our employees  greater clarity of how our sustainability   strategy is governed. Together with the   Board, and the Risk and Sustainability offset projects to help some of the poorest  Board Committee’s oversight, we also have communities across the world, reducing  an Executive level Risk and Sustainability our food waste whilst providing meals to ethically and with good governance practices. Committee to ensure the Group is on track our local community in Ewloe, and to hit internal and external sustainability supporting the financial fitness of our In 2022 we have adopted our new MSMG targets, and to further embed sustainability colleagues through a £2,000 one-off cost Sustainability Framework. We have set within the business, we have introduced of living payment to all those earning ourselves ambitions across each area  below £55,000. under our Sustainability Framework. For with cross-functional representation. example, under our Environmental pillar We know we still have more to do, and During 2023 we will introduce a new set we have confirmed our commitment to    environmental impact, focus on our social  under our Social pillar to ensure we are responsibility to our communities and our  benefiting our communities whilst also employees and ensure we have robust looking after our employees and under our  Governance pillar, living our purpose and always striving to deliver on our purpose values across the Group. Further information  can be found on our Sustainability Framework on page 37 in this report. Annual Report and Accounts 2022 ## 36 Moneysupermarket.com Group PLC Strategic Report ## Sustainability overview With the deepening cost of living crisis, our sustainability further into account in terms Our Chief People Officer is the Executive purpose of helping households save money of our strategy, decision making, operations Sponsor for our Social pillar under our has never been more important. As a and behaviours. Sustainability Framework, further details business, we’re committed to limiting our  ###  Our culture   (‘ERGs’) form a vibrant community that We are proud of our organisational purpose purpose in an ethical, honest and help build wider learning, awareness and and our culture is built around delivering for sustainable manner. engagement. In 2022 they have been our customers and users and being a socially involved in a wide range of activities responsible and thoughtful employer. In 2022 we have produced our new Group  Sustainability Framework to provide a ###  autism, suicide prevention, Pride, and clearer overview of our approach to Crohn’s and colitis – invisible illnesses, ### sustainability. We have also significantly across teams with a focus  evolved our Group’s governance ###    Engagement survey comment In 2022 we also established a new ERG The framework sets out our overarching (November 2022)  sustainability ambitions, together with our  We build our culture through nurturing top three priorities under each pillar. The mentoring circles with WIT from external and promoting high performance and new governance structure will ensure organisations and have also attended  appropriate oversight of the Group’s conferences as well as understanding communities. Our Company behaviours sustainability strategy and framework and sessions on pay and career development  risks, as well as the Group’s sustainability within the Group. Our Green Team ERG  commitments and performance. contributes to the Group’s commitment language and a clear everyday standard of With greater focus on the Group’s  what we believe in, value, and expect of Sustainability Framework, it is intended  each other, irrespective of role.  the Group, with the purpose of taking ### MSMG Sustainability Framework Our purpose ##  ###    ### Minimising our Our social responsibility Robust governance ### environmental impact   ###  1. Net zero and beyond 1. Benefiting our communities  2. Reporting our progress 2. Looking after our employees 2. Good business ethics     3. Our environmental initiatives 3. Being a fair and socially 3. Sustainable governance  Annual Report and Accounts 2022 ## Moneysupermarket.com Group PLC 37 ### Sustainability continued ## Sustainability overview continued ### Our culture continued Each of the survey dimensions trended up We keep our employees actively involved over the year, with the exception of one and consulted about Group activities and In 2022 we ran two employee engagement which formed part of our organisation- business performance through a range of surveys. 84% of our employees took part wide action planning to deep dive into internal communication channels. These in our November 2022 engagement survey, improvements. 74% of our colleagues  which asked a variety of questions about   culture and employee experience. On top  Executive-led virtual and hybrid floor briefs, of the anonymous survey questions, where employees can ask questions or give employees took the time to leave verbatim Some of the highlights we’re proud of are:  comments on a range of topics such as • 91% of respondents believed their monthly functional all-hands meetings led  manager created an environment  and diversity, equity, inclusion and belonging  Microsoft Teams posts and corporate (‘DEIB’) which was hugely encouraging to see announcement emails. Following the and helps us take sustained action on pinch • 89% said their manager valued their appointment of Sarah Warby as Non- points across teams. perspective even if different from Executive Director Employee Champion   • 85% agreed they knew how their      direct and unfiltered feedback to our  ## Minimising our environmental impact | Whilst the Group is not a major energy | pathway, and that our targets are sufficiently | • report on our progress against our short | | | --- | --- | --- | --- | |  | ambitious. As a result, we have taken a bold | | and medium-term targets to the Board | | environment and we strive to reduce our | step to increase the targets we set in 2021 | |  | | environmental impact by reducing our | to ensure that we are doing all we can to | | | • provide updates on our progress via carbon emissions and waste, and sourcing reduce our emissions.  responsibly. Our Spinningfields (Manchester) We have significantly increased our  office is BREEAM rated Excellent, and we medium-term target for reducing Scope 1 utilise a 100% renewable electricity tariff • commit to having a member of our and 2 emissions by 2030 from 45% to 67% across all of our core offices. Executive Team responsible for our against our base year. In addition, we have  We continue to be a constituent of the also increased our target for reducing FTSE4Good Index Series and we are firmly Scope 3 emissions by 2030 to 46% (2021: ### Carbon Disclosure Project | committed to the Science Based Targets | 45% by 2030). Our long-term targets are | | | --- | --- | --- | | initiative (‘SBTi’) to set science-based | more ambitious again: we have increased | In 2022, Moneysupermarket Group again | | emissions reduction targets across | our targets to reduce Scopes 1, 2 and 3 | chose to complete a full climate change | |  | emissions by 10% and are now committed | disclosure to the Carbon Disclosure | | circumstances and the criteria and | to reducing emissions across these scopes | Project (‘CDP’) detailing the commitments | | recommendations of the SBTi, and we | by 90% by 2050 (2021: 80% by 2050). | we have in place to manage our impact on | |  | | the environment. |   commitment, we: The CDP is a not-for-profit charity which  ### Operational Net Zero by 2030 • measure all of the Group’s carbon  We are firmly committed to reaching emissions, including Scope 3, and disclosure for companies, cities, states     1  which • publish details on our corporate website organisation’s activities result in no net  on how we plan to reach operational impact on the climate from greenhouse gas Awareness bracket, in line with the average  | emissions. This means limiting the Group’s | | score for our sector. We are committed to | | --- | --- | --- | | carbon footprint in line with keeping global | • continue to be a Beyond Carbon | improving our climate governance in line | | warming to below 1.5ºC – the critical level |  |  | |  | | provide updated CDP disclosures annually | • continue thinking about how to climate crisis. going forward. communicate our climate commitments | We are making good progress towards our | in other meaningful ways, including to | 1 On an eight-point A–D scale. | | --- | --- | --- | |  | our shareholders, employees, customers, | | | Report on page 42 for details) and in 2022 | users and the wider community in which | | | we undertook a review of our operational |  | |   Annual Report and Accounts 2022 ## 38 Moneysupermarket.com Group PLC ### Key initiatives in 2022 In conjunction with our proactive and Beyond Carbon Neutral Strategic Report passionate Green Team, which devises  For the emissions that we haven’t yet been  ambitions, we have undertaken several able to eliminate, we have continued to waste reduction initiatives, we have also: | environmental initiatives this year to both | | | offset 150% of these via verified carbon | | --- | --- | --- | --- | | actively reduce our carbon emissions and | • undertaken an employee commuting | | offset projects to ensure that we not only | | to improve our emissions reporting. | | survey to maximise our Scope 3 | reduce our negative impact but also have | | | | reporting and understand how we can |  | In 2022, we have increased employee help employees to commute more environment, as a Beyond Carbon awareness of our carbon reduction plan   and, as our hybrid working arrangements | have continued into 2022, we have | • worked with Giki to educate employees | | This year, we were keen to ensure that | | --- | --- | --- | --- | | provided advice to employees on how | | both on their personal environmental |  | | behavioural changes can help them to | | impact, and on how to have a sustainable | significant benefit for the environment, | | reduce both the Group’s carbon footprint | |  | and were aligned to our purpose of helping | | and their own carbon footprint whilst | | | households save money. We chose to | • improved our reporting on the waste working from home. invest 50% of our offset in an afforestation  project and asked our employees to help To do this we have used a variety of us to choose the projects for the • provided battery charging points and communication channels including:   •  and  • partnered with a local charity to reduce •  our food waste by donating our surplus  food to the local community. • in-office communications, including  ### Project 1 Project 2 Project 3 ## Degraded land Bondhu Gyapa efficient ## afforestation, Chula stoves, stoves, Ghana ## Uruguay Bangladesh This project introduces families  The main objectives of this project are Less than 20% of the 35 million Gyapa, that cooks food more quickly, sustainable wood production, land Bangladeshi households have access requires nearly 50% less fuel and is restoration and carbon sequestration to clean cooking. Traditionally, cooking less smoky. The stove not only cuts through afforestation. In addition to is done over an open fire pit, releasing carbon emissions, but also reduces delivering over seven million tonnes smoke and particulate pollutants. exposure to toxic fumes. Reducing of emissions removals over the These pollutants contribute to nearly  project’s lifetime, the project provides 50,000 premature deaths a year and saves families as much as $100 new income and job opportunities to cause millions in the country to suffer annually, while protecting Ghana’s local communities in rural areas of from lung, eye or skin infections. The tree cover, which has decreased 19% Uruguay, while respecting existing Bondhu Chula stove cuts carbon since 2000 according to Global cattle farmers’ land use.    indoor air pollution and provides decent work and economic growth. Emissions removed over Stoves installed to date project’s lifetime  A family can save up to ## 7m tonnes 3m $100 on their annual fuel bill Annual Report and Accounts 2022 ## Moneysupermarket.com Group PLC 39 ### Sustainability continued ### Case study ## Giki Giki is an evidence-led B Corp and social enterprise with a mission to empower people with the knowledge and tools to reduce carbon and transform our world, step by step. We worked with Giki on an initiative  understanding of their own carbon footprints, and on the steps to take  everyday lives. This included an introduction to Giki’s science-based platform, a workshop on how to have    ### Case study ## Nanny Biscuit Nanny Biscuit is a Flintshire-based charity with a passion to engage, inspire and support local people to build a brighter future. Their strong purpose is to increase social awareness and community spirit, promote good mental and physical health, reduce loneliness and isolation, and reduce their carbon footprint. Our long-term partnership with Nanny Biscuit has continued into 2022 with Bytes, our on-site catering team, working with Nanny Biscuit on an initiative that has both minimised our food waste and provided much needed support to the local community during the cost of living crisis. Every day, any food that we have left over from the breakfasts and lunches provided to employees in our Ewloe office is packaged by the Bytes team into individual portions and appropriately labelled. A representative from Nanny Biscuit visits the office to collect the food and distributes the meals to the local community. Annual Report and Accounts 2022 ## 40 Moneysupermarket.com Group PLC Strategic Report ## Minimising our environmental impact continued a sustainable way. On MoneySuperMarket,  ### Helping customers to make we provide customers with information the forefront of providing advice to users on ### sustainable choices  how to reduce their energy consumption, In addition to helping our employees generated. We also provide functionality and save money at the same time, with   articles containing energy-saving tips, environment, we also live our purpose we will continue to promote when the advice on how to save energy on appliances,  energy market conditions improve. energy mythbusters, and advice on how to   customers who want to make low-carbon Firmly aligned to our purpose of and sustainable choices, and save money in  ### Our aims for 2023 • remain Beyond Carbon Neutral whilst • continue our climate-related making further progress against our  We recognise that we are only partway   through our sustainability journey. Together with our Green Team, we will • alongside our Green Team, further • finalise and obtain validation for our continue to develop and implement engage our employees on climate  initiatives in order to have a positive change issues and share how to • continue to provide guidance to impact on our environment. We will:   challenges, events and provision • further embed our Sustainability    Annual Report and Accounts 2022 ## Moneysupermarket.com Group PLC 41 ### Sustainability continued ## Minimising our environmental impact continued ### Greenhouse gas (‘GHG’) disclose specifically against Scope 1, Scope of changes to its estate, due to the 2 and Scope 3 as required under SECR. acquisition of Quidco and formation of ITG ### emissions Emission factors are from UK Government in 2021. As a result, our kWh per square This section includes our mandatory  foot of floor area has increased by 6% reporting of greenhouse gas emissions  since 2021. When compared to our and global energy use pursuant to the baseline year of 2019, this is a Companies Act 2006 (‘Strategic Report We recognise that 2022 has been another   unusual year and as such our carbon and the Streamlined Energy and Carbon reduction plans will continue to be based We also measure the metric of intensity Reporting (‘SECR’) under the Companies  ratio of kgCO e per employee. The 2 (Directors’ Report) and Limited Liability assessment was carried out. employee carbon intensity ratio includes Partnerships (Energy and Carbon Report) emissions resulting from all scopes, We report annually on our carbon intensity | Regulations 2018. The methodology used | | | whereas the floor area carbon intensity | | --- | --- | --- | --- | | | in tCO | e per £m revenue and are proud to | | | | | 2 | ratio only includes Scope 1 and 2 | to calculate our emissions is based on the report a 9% year-on-year reduction, and a  emissions relating directly to building reduction of 63% compared to our Emissions reported correspond with activity. We are pleased to report that our baseline emissions year, 2019. In addition,  carbon intensity ratio has reduced by 3% we report on our kWh per square foot of since 2021 and by 57% since 2019. Set out in the paragraphs below is our total floor area, as this is considered to be the  | annual carbon intensity in tCO | e per £m | best indicator of carbon efficiency across | | | --- | --- | --- | --- | | | 2 | |  | | revenue. In addition to this, we also | | the estate. The Group has made a number | |  Streamlined Energy and Carbon Report Set out below is our Scope 1, Scope 2 and Scope 3 as required under SECR: SECR energy use report: kWh Energy from: 2022 2021 Scope 1: heating fuels 431,719 220,939 Scope 2: purchased electricity 605,232 785,815 Scope 3: employee mileage 41,702 14,622 Total energy 1,078,653 1,021,376 SECR Greenhouse gas (‘GHG’) emissions in tonnes of CO e: 2 Tonnes of CO e 2 Emissions from: 2022 2021 Scope 1 (direct) 79  Scope 2 (indirect) 9 135 Scope 3 (indirect) 13 3 Total gross emissions 101 183 150% carbon removal (152) (274.5) Total net emissions (51) (91.5) SECR Intensity ratios: 2022 2021 Floor area: kWh/sq.ft/year 10.38 9.78 Employees: tCO e/employee/year 0.14 0.29 2 Revenue: tCO e/£m/year 0.26 0.58 2 Annual Report and Accounts 2022 ## 42 Moneysupermarket.com Group PLC Strategic Report ## Social ### Due to the nature of our businesses, we Priority 2 – Looking Priority 3 – Being a fair and have always been mindful of our social ###  socially inclusive employer responsibility to our communities and We are a responsible employer and We are passionate about being a fair employees. We believe our purpose and recognise that our success is dependent and socially inclusive employer and values are supported and espoused upon the talent and diverse skill sets of creating an environment where through the support we deliver to our our employees. We are a Real Living everyone who works for us can be communities and to the inclusive and Wage employer. We are committed to themselves. We have forward thinking open environment that we strive to investing in our employees’ wellbeing targets under our diversity goals and create for our employees. and creating an environment in which all report on our gender pay gap and our colleagues can thrive. Focus areas voluntarily report our ethnicity pay gap. ### Priority 1 – Benefiting for 2022 included supporting the We have also rolled out mandatory ###  | | financial fitness of our employees | inclusive leadership training for most of | | --- | --- | --- | | We actively champion partner charities | through the provision of a £2,000 one | our line managers. In 2022 we celebrated | | as well as supporting the communities | off cost of living payment to all those | Race Equality, Pride and other Neuro | | in which we operate. Through our | earning below £55,000 as a FTE. In |  | | partnership with The Prince’s Trust, and | addition to the Group’s purpose of | further examples our approach on | | the MSE charity, we strive to broaden | helping households save money, we | pages 44 and 45 of this Annual Report. | | and deepen our impact and create a | want to do more to maximise the social | | | legacy, targeting our support to those | value that we create. We provide further | | | most in need. We provide further | examples of working at MSMG on | | | examples of our work in the community |  | | on pages 46 and 47 and pages 33 and 34 of this Annual Report. ## Governance The Group has a strong governance  ### Priority 2 – good culture in place, as detailed below, that oversight of our sustainability strategy. ###  underpins our governance ambition and We have also established an Executive Good business ethics are demonstrated helps to protect our trusted brands. Risk and Sustainability Committee, through the policies and procedures the which will oversee our performance Group has in place and how we track ### Priority 1 – living our purpose against all the topics in our that our employees are aware of and Sustainability Framework. ### and values adhering to these policies. Relevant We have a clear purpose that our policies that help to support our Code Reporting into the Executive Risk and employees understand and embrace.  Sustainability Committee is our new  Sustainability Steering Committee, Our Code of Conduct applies to  chaired by the Group General Counsel   and Company Secretary and composed commitment to:  of Executives and senior management,   Whistleblowing Policy. Our Code of who will have responsibility for delivery Conduct confirms that we respect and of the Sustainability Framework across (2) comply with relevant laws uphold international human rights the Group.  principles as specified in the International In addition to shaping the Sustainability (3) do the right thing. Labour Organisation’s Declaration on Framework and driving our sustainability Fundamental Principles and Rights at Our Code of Conduct also confirms that agenda, the Sustainability Steering Work (‘ILO Convention’) and the United we respect and uphold internationally Committee will oversee: Nations’ Universal Declaration of proclaimed human rights principles as  •  specified in the International Labour Organisation’s Declaration on In 2022, we undertook a review of all our •  Fundamental Principles and Rights at Group policies, to ensure they remain • educating on sustainability. Work (‘ILO Convention’) and the United  Nations’ Universal Declaration of understand the application of these With greater focus on the Group’s  policies whilst they are working for Sustainability Framework, we are  striving to create a cultural shift across In 2023, we will continue to build on the Group to ensure that sustainability effective communication of our Code ### Priority 3 – is further embedded into our strategy, and values and recognise our employees ###  operations and behaviours. when they actively engage with and demonstrate our purpose and In 2022, we formed a Board-level   Annual Report and Accounts 2022 ## Moneysupermarket.com Group PLC 43 ### Sustainability continued ## People and culture Our colleagues are the heart of our business. We are proud to deliver on  money, whilst continuing to support the wellbeing of our 733 (including ITG) colleagues across the Group. 2022 has been a busy year. As we have settled into our hybrid working pattern   and mental wellbeing as well as ensuring that our colleagues remain informed  bringing teams together once again for collaboration and all colleague events and we have held over 30 small group in-  with our colleagues and CEO Peter Duffy     ### Case study ###  ### candid and it feels like he ###  ###  ## Diversity, equity Engagement survey comment  ## inclusion, belonging ### Diversity, Equity, Inclusion ###  John Barrett, Lead Product Manager, Manchester. Diversity, Equity, Inclusion and  Living with disabilities can be an isolating experience especially when it comes to   right ear in 2015 and I have a genetic condition called Charcot-Marie-Tooth disease, We are committed to embracing which is a neuromuscular condition that damages my peripheral nerves. This is a  progressive condition which currently affects my mobility in small ways such as equal opportunity and are proud that tripping up on the flattest of surfaces and experiencing severe nerve pain in my  hands and feet.    to an employer once I’ve got the offer of employment, and that was the case back in During 2022 we built on our DEIB strategy. the summer of 2021 when I accepted MSMG’s offer. The reaction from the People This included rolling out inclusive language Team, the senior leaders who conducted the interview and my line manager was workshops which gave 101 managers and one of the most positive experiences of my career. They were reaching out at members of the People team time and space regular intervals, discussing how they can make the workplace adaptable to my to reflect on the language used every day  and increased awareness and recognition  of non-inclusive language at work. My new team was extremely accommodating, especially during our office days, as We continue to be extremely proud of even simple things such as the positioning of my desk and the place I stand in for  the morning stand-up meetings are key to enabling my full potential. were ranked at number five on the FTSE 250 Women Leaders Review for females When you’re dealing with trying to be the best you can be on a day-to-day basis you  can understandably not keep a focus on your longer-term ambition, as getting to female overall leadership. In December, the end of the day not having tripped or being in pain is a big win. My manager has  been a great support and keeps looking at how I can develop here at MSMG. In  September 2022, they revealed that as part of the skills framework assessment it became abundantly clear that I was operating at a Lead Product Manager level and • 62.5% of our Non-Executive Directors the decision had been made to promote me to that role. To receive that recognition  is something I’ve not seen in other companies and sets MSMG apart as a great place to work. •  As I mentioned, my conditions are progressive and whilst that brings an element • 51% of our Executive -1 were female.  MSMG will be supporting me every step of the way. Annual Report and Accounts 2022 ## 44 Moneysupermarket.com Group PLC In May we launched our Family Wellbeing Gender diversity and gender In 2022 18 participants took part in Strategic Report Support guidelines covering Menopause  ### pay gap  accredited leadership programme. We’ve been reporting our gender pay gap Pregnancy/baby loss and Domestic  since 2018. We understand the drivers of   our gender pay gap and we are working transparency on the Group’s approach to the programme mid 2023. LEAD is funded hard to address them. The Group has supporting colleagues to ensure consistency by the Apprenticeship Levy and provides  and fair treatment from both a colleague our managers and leaders with holistic  and manager perspective, whilst taking development through a combination representation in these areas trend     activities, and one-to-one coaching events are not isolated to women, cisgender Whilst we still have work to do, we continue  people or heterosexual couples. These to make progress. Our mentoring scheme continues, bringing guidelines aim to help colleagues feel Our long-term aim is to close our gender together senior leaders with colleagues empowered to ask for adjustments and pay gap and we continue to take action to from across the Group. We continually carry out their daily role in a safe working reach that aim, as outlined in the report on evolve this initiative and seek participants environment whether at home or in our corporate website at https://corporate. from a diverse pool of employees, with  moneysupermarket.com. many mentoring relationships continuing We also partnered with Dyslexia Box beyond the defined engagement period. ###  Ethnic diversity and ethnicity e-learning from a neurodiversity and ### pay gap  disability perspective. The purpose is ### As part of the Race at Work Charter, opportunities to grow here,   ### neuro-inclusive and disability status, which I have taken. This is Pay gap and 2022 is the second time that progress the current strategy, and ### we are voluntarily reporting. one of the areas that this implement best practices. Full ### recommendations are being considered Company does very well Our Ethnicity Pay gap reporting is based with some changes already adopted. on the ethnicity data from 78% of ###  colleagues who voluntarily shared their In addition, in 2022 we have also: Engagement survey comment ethnicity as of April 2022. At the time of  • voluntarily published our ethnicity pay reporting, 15% of those colleagues came  from multi-ethnic (ME) backgrounds. This year we trained 101 leaders in  • been recognised at number 33 on the inclusive language via our partner UNLRN.  Inclusive Top 50 UK Employer List 2022 This training builds on inclusive leadership groups, the ethnicity pay gap is in favour  skills and takes leaders through the core  principles of inclusive language to ensure • built on our Race Equality Action Plan and highest ethnic representation within leaders are mindful and aware of impact Race at Work Charter commitments  versus intent amongst other practical tips through a focus on ethnicity representation  in this complex and evolving area.   We also continued our partnership with • sponsored Black Business Week’s hires in 2022 who disclosed their ethnicity CybSafe to deliver our mandatory annual  were from multi-ethnic backgrounds. cyber awareness training. This has allowed  | | | At December 2022, 20% (three out of 15) | our employees to access a suite of tools | | --- | --- | --- | --- | | • celebrated International Women’s Day, | |  | covering all aspects of online safety in a | | |  |  | user-friendly e-learning solution. This | | |  | | included modules to keep colleagues | | | | Learning and development | cyber-safe online when working from our | • taken part in London Pride Parade with Our learning philosophy hinges on the offices and remotely, and involved email, 27 colleagues and their partners concept that continuous development phone, messaging, social media, internet celebrating the day and representing should be at the heart of our employee and password security, phishing and cyber  offering and not just provided by formal theft prevention. • held awareness sessions and invited classroom learning activities. ### outside speakers on multiple topics Employee benefits We focus on encouraging a growth from suicide prevention to baby loss In September 2022 we were pleased to be mindset and supporting employees  able to pay all our full-time colleagues through career challenges and earning less than £55,000 FTE per year a • introduced multi-faith leave, allowing opportunities by providing practical, one-off cost of living allowance of £2,000. colleagues to take additional leave for interactive and reflective learning Part time colleagues on less than £55,000  resources on demand. Whilst not always as an FTE received £1,000.  possible, we seek to promote and give  opportunity from within and frequently see colleagues move internally into roles. • trained 53 colleagues in British Sign  We have invested £358k in training and development in 2022, ranging from • welcomed our first support dog, individual coaching and professional  development programmes to Group-wide upskilling initiatives. Annual Report and Accounts 2022 ## Moneysupermarket.com Group PLC 45 ### Sustainability continued ## Community Our aim is to be a force for good and an active contributor to our chosen charities and the communities in which we operate. We are proud to have supported numerous causes with our fundraising   ###  ###  ###  Engagement survey comment  ### Our charity partnership ###  At the end of 2021 we took a decision to extend our three-year charity partnership with The Prince’s Trust by 12 months,  ### Case study fundraising efforts in years two and  As with each of our previous years, our first  walking challenge run across the business ## Life at MSMG which engaged 83 colleagues and raised just over £12,000. Quidco took an active part in fundraising Becca Wright, CRM Executive, Quidco this year with a team entering two football Quidco being acquired by MSMG has led to so many great opportunities for me. tournaments and raising a total of £1060 MSMG has helped me to grow my own personal skills whilst allowing me to for The Trust. express my interests outside of work with my fellow colleagues! As we became more comfortable I was very lucky to get the opportunity to work closely with the Represent team fundraising in person, we were this year when I signed up to be a part of the Pride 2022 committee. Between  helping organise the socials across all sites, to helping come up with design ideas Moneysupermarket Group adventure for the Pride Parade, I was able to express my passion for inclusion within a work challenge since 2019, which proved to be setting and have lots of fun with the team in the parade itself! Later in the year, our most successful fundraiser of the year.  54 colleagues took part in a 12-hour trek, events promoting inclusion and diversity within our business. the Yorkshire 3 Peaks challenge, covering Furthermore, joining the MSMG Group allowed me to sign up to its great mentor 24 miles and raising a phenomenal scheme. The mentor scheme has allowed me to progress my skills and confidence £31,500, including company matching. so much. I am hugely grateful to my mentor for allowing me to soak up lots of In September, colleagues raised £1,300 knowledge from within his area of the business and for pushing me to try new  things! The mentor scheme has been unfathomably useful in helping me achieve  my career goals, feel empowered and further my knowledge in our industry.  Lastly, I feel so lucky to be working in a company where the impact of the cost   Over the year, our employees raised    activities with the Group, including company matching. Towards the end of the year,  £22,000 to the Trust, rounding up our  Our fundraising efforts this year also ##  earned us a nomination at The Prince’s Trust Partnership Awards for the second time during our four-year partnership. ##   donated since becoming partners at the beginning of 2019 and of the volunteer work we have been able to complete  Annual Report and Accounts 2022 ## 46 Moneysupermarket.com Group PLC Several members of staff asked if there  Strategic Report ###  was anything we could do to help with 10,000 times and helped to keep the ### Moneysupermarket Group  donations coming. ### for over 20 years, this still  Beyond our Ukraine initiative, we saw office in collaboration with the local Polish ### remains one of my favourite many contacts at our local charities support group, PCIS. After collecting items disappear, COVID-19 having put a stretch ### things to do and I am proud all week we headed to the collection centre on their resources. This has resulted in  ### to be able to chair such an lower overall requests for donations from room for any further donations to be ### awesome group of people, the .community fund and we issued collected and were crying out for more  ###  storage space.  Paul Cartwright, .Community Lead This is where we were able to go the extra  mile, offering spare space in our Ewloe  ### Our .Community efforts office as a temporary storage location. group this year owing to complications  Van after van arrived at the office with with cancer treatment. We took comfort drive, (where teams in Belfast visited donations from the area, filling an entire from being able to donate to the local  office wing in a matter of hours, and hospital charity that helped both her the day helping package, bag and wrap members of staff in the Ewloe office  presents for the local families, as well as helped unload and sort through all the As 2022 drew to a close, increasing costs  donations. The next week, an articulated   truck came to the office, we loaded it to many families in the UK. In a direct link donation to a family support shelter the brim, and it went on its way directly    households through support for food  awareness of the cause, we posted on banks and fuel poverty charities.  ### The MSE Charity Throughout 2022, MoneySavingExpert continued to donate funds to the MSE Charity, donating £100,000 over the year. Rather than engaging in specific projects itself, the charity offers grants of up to £7,500 to support non-profit organisations, such as a social enterprise or a registered charity, with specific money education  organisations, from small grassroots groups to more mainstream charities,   The MSE Charity has two themed grant- giving rounds a year and four themes that rotate through a two-year cycle. Its themes include building and developing resilience, life-changing transitions, and living with long-term challenges. Nine groups received grants in the February grant round, which   This year’s summer round, themed on  earlier than usual in response to the cost   emergency debt help. Eight organisations benefited from a total of just under £50,000, with an average grant of about £6,250, allowing them to teach vital financial skills to people who are struggling with their finances. Full details of the recipients can be found at www.msecharity.com. Annual Report and Accounts 2022 ## Moneysupermarket.com Group PLC 47 ### Sustainability continued ## Task Force on Climate-Related Financial Disclosures (‘TCFD’) We recognise that mitigating the impact of regulation. The Group’s oversight of climate limited exposure to potential direct physical climate change is a unique challenge and risk has continued to expand and evolve risksbut we are cognisant of some potential acknowledge the growing scientific consensus with our expanding commitment to our transitional risk over the longer term. that the window to tackle climate change is increasingly ambitious climate goals. We consider this report to be consistent rapidly diminishing. We are committed to We are adopting a climate-focused mindset,  helping households save money in a way supported by an effective governance  that is mindful of climate change. | | process which has included widening the |  | | --- | --- | --- | | We consider future climate change to | remit of the Risk Committee in 2022 to the | recommended disclosures from the | | represent physical risk, including acute | Risk and Sustainability Committee (see | recommendations of the TCFD (taking | | impacts resulting from weather events and | pages 94 to 96 of the Annual Report). |  | | chronic impacts stemming from longer-term |  |  | | shifts in climate, like higher temperatures, | we neither mine, manufacture nor transport |  | | prolonged heat waves and drought, and the | goods and we do not operate in the most |  | | transition risk arising from changes in | immediately susceptible areas. Therefore, | | | consumer behaviour, technology and | we consider that the Group has relatively | | ### Board statement on its commitment to becoming operational net zero The Moneysupermarket.com Group PLC •   Board recognises the significant risks  circumstances and the criteria and from climate change and the role we must  recommendations of the SBTi. We have play to mitigate the impacts on the wider been working on our targets and expect • to report our progress to our world and our own business. We strive to submit these to SBTi for validation in  |  | | | the next financial year (FY23), with further | | --- | --- | --- | --- | | reducing our carbon emissions and | • to seek and implement new | | communication to stakeholders to follow | | production of waste, and sourcing | | environmental initiatives in our | in due course. | | responsibly. We consider environmental | |  | | During 2022 we reviewed our approach and sustainability issues in aspects of    | |  | engaged our employees in considering | | --- | --- | --- | | The information provided in this TCFD | are most material to our business: the | which projects we should sponsor as part | | Report, in conjunction with our wider Annual | emissions we create, the waste we make | of our carbon offsetting arrangements (see | | Report and Accounts, helps to: set out our | and the sustainability of our supply chain. | further below). In 2022, we also completed | | oversight of and governance process | We continue to be a Beyond Carbon | a full disclosure to the Carbon Disclosure | | surrounding climate-related risks and | Neutral business (meaning we eliminate | Project (‘CDP’) detailing the commitments | |  | more carbon dioxide than we emit via our | we have in place to manage our impact on | | identifying and dealing with climate- | carbon offsetting projects) and in 2021, | the environment, and will continue to | | related risks and opportunities, and how |  | provide updated CDP disclosures annually | | they impact our strategic and financial |  | going forward. |  We are proud to be one of the founding We are proud of the progress we have made targets we have set ourselves over the members of the Tech Zero taskforce (‘Tech to date, but we are aware we have more to next few years and the progress we are Zero’). Announced in March 2021, Tech Zero do. Our plans for 2023 include, considering making against these. | | aims to take steps to tackle the climate | using the journey to achieving operational | | --- | --- | --- | | We have been focusing on a clearer and | crisis. By working together, we hope to make |  | | more transparent articulation of our Group |  | our employees in our carbon reduction | | sustainability strategy and this year we | other companies to take action to reduce | initiatives and further embedding climate | | have adopted our new Sustainability | their emissions. Companies that join Tech | change and sustainability as part of the | | Framework (see page 37 of the Annual | Zero agree to a set of commitments, | culture of the Company. | | Report) and accompanying Sustainability | including measuring their Scope 1, 2 and | | We will continue to evolve and enhance our Framework, as detailed below.  reporting against the framework provided  | Under the Environmental pillar of our | | by the Task Force on Climate-related | | --- | --- | --- | | Sustainability Framework, our aim is to | Together with this, on 4 November 2021, | Financial Disclosures, and we welcome | | continue to reduce our impact on the | we also committed to the Science Based | feedback on our approach. | | environment and we have three priority | Targets initiative (‘SBTi’) to set science-based | | | areas to help deliver our ambition: | emissions reduction targets across all | | Annual Report and Accounts 2022 ## 48 Moneysupermarket.com Group PLC ### 1. Governance our Group risk management framework consultant who assists the Company with its Strategic Report   Board oversight of climate-related risks and we have continued to assess climate updates. Both the General Counsel and and opportunities change as an emerging risk to our business,  The Board takes overall accountability for rather than a principal risk. See pages 94 Sustainability Committee meetings and the oversight of the Group’s risks and  report to the Committee on sustainability opportunities, which includes climate  and risk matters as appropriate throughout change. The Board receives regular updates the year. The Risk and Sustainability from management as well as the Risk and Reporting to the Executive Risk and Committee formally report to the Board Sustainability Committee on environmental Sustainability Committee is our new  and climate-related matters and considers Sustainability Steering Committee, the risks and opportunities arising from  The operational management of our climate-related change.  climate-related risks and opportunities  continues to be embedded within our The Board considered and adopted a new  business strategy and operations, as Group Sustainability Framework in 2022.  detailed in section 2 below. We are This includes the ambition and priorities set  developing our approach as to how we  communications, Board engagement effectively embed climate-related risks and ambition of the Group is to minimise our  opportunities into our financial planning environmental impact and our three priority  and investment decisions. areas centre around our operational net   We have a TCFD Working Group which is sustainability governance is structured. progress to our stakeholders in a clear and chaired by the Group General Counsel and timely manner and finally, putting in place Assurance of climate-related Company Secretary and has representation environmental initiatives that will help to measurement and reporting from the Legal, Governance and reduce our carbon emissions and our Procurement team which has responsibility The Group is committed to continuous environmental impact. The Board for sustainability in the business, and the improvement within our climate-related considered our Operational Net Zero by Risk and Compliance team, including the external reporting and to this end undertook 2030 plans and the environmental initiatives Chief Risk Officer, and is responsible for an internal review of the Group’s sustainability we have undertaken in 2022. The Board has reporting the Group’s progress against plans during the third quarter of 2022, also considered how we report our  including the consideration of the assurance progress, through our TCFD report, that management has over our TCFD Report Management’s role in assessing submitting our data to the Carbon and our externally reported data.  Disclosure Project and agreed that we  As part of this review the Group has  enhanced internal processes to include Our employee-led Green Team is independently by the Science Based Target   initiative in 2023. | | external partner who helps us to produce | colleagues who work together to devise and | | --- | --- | --- | | The Board also considered new reporting | our carbon footprint to ensure its accuracy, | implement local energy-saving and carbon | | arrangements for the Group Sustainability | traceability and completeness. Internal | emission and waste reduction initiatives. | | Framework to the Board and relevant | processes have also been updated to | | | Committee. As part of this, the Board | ensure that it is made clear where data has | 2. Strategy | | agreed to new reporting through to the | been estimated (and the basis for such | | Climate-related risks and opportunities Board against the three priority areas under estimations and assumptions) and where it identified over the short, medium and the environmental pillar, which included is based upon actual figures. We have for long term plans relating to the Group’s targets of being the first time included within this report the The processes used to identify the material Operational Net Zero by 2030 and Net Zero emission data from Ice Travel Group climate-related risks and opportunities by 2050. These new reporting arrangements following its acquisition. include scenario analysis and detailed risk will be fully reported through to the Board Management’s role in assessing and assessment, in consultation with relevant  managing climate-related risks stakeholders across our business. Risks are The Board further considered the reach and  classified, assessed and managed impact of the Committees role in reviewing  As stated above, the Group General Counsel our Sustainability Framework, including our Management Framework described on and Company Secretary has responsibility environmental ambitions. As part of this, pages 62 to 67. In considering this risk for leading our climate change agenda, for  assessment, we defined the embedding our ambition and commitments Committee, to becoming the Risk &  into the Group and for managing our Sustainability Committee. Therefore, policies and practices across a range of • short term (up to three years) reflecting  sustainability and ESG matters, including the period over which we prepare renamed itself the Risk and Sustainability climate change. The Chief Risk Officer is financial projections which are used to Committee and updated its terms of responsible for our risk management  reference to widen its remit to include framework and approach, including the oversight of the Group’s sustainability assessment and management of climate- • medium term (period to 2030) reflecting strategy, framework and risks, as well as related risks. Climate related matters are the period over which we committed to the Group’s sustainability commitments identified through both internal and  and performance. Reporting to the Risk and  • long term (period beyond 2030) reflecting Sustainability Committee is the Executive Risk updated through the Employee the period over which longer term and Sustainability Committee, which oversees  climate, consumer and structural trends the Group’s performance against all the  will take place. topics within the Sustainability Framework. updates to reporting on the Group’s Climate-related risks are incorporated into emissions and targets, through an external Annual Report and Accounts 2022 ## Moneysupermarket.com Group PLC 49 ### Sustainability continued ## Task Force on Climate-Related Financial Disclosures (‘TCFD’) continued ### 2. Strategy continued insurance policies to require EPC ratings for Group sites better understand their carbon property, or reduce cover in respect of footprint, for example as it relates to car Climate-related risks and opportunities extreme weather events). mileage or travel, and have also considered identified over the short, medium and specific commercial initiatives relating to long term continued Impact of climate-related risks and carbon change. At this point, we do not When considering climate-related risks, we opportunities on our Group, strategy expect that climate-related matters will have have categorised risks into three main types: and financial planning a material impact on areas of financial To understand the impact on the Group, we planning over the short term. We will • physical risk: acute – event-driven risks such look both through the lens of the physical continue to assess consumer demand for  impacts and potential socioeconomic such products to prioritise such initiatives • physical risk: chronic – longer-term shifts developments. Under both scenarios, we  in climate patterns such as sea level rise anticipate that our providers would likely   seek to evolve their products, e.g. insurance the Group’s offering should provide additional policies and energy tariffs, in response to • transition risk: changes in consumer diversification, enabling us to take advantage climate-related risks and opportunities. We behaviour, technology or regulation. of emerging climate-related opportunities expect consumers would still seek to engage and reduce the impact of climate-related As a UK based, low-carbon intensity with switching sites and seek to compare changes from any area of the Group. business, we do not operate in the most products across additional criteria, rather immediately susceptible areas and so we than purely in relation to price. As a Group Resilience of our Group strategy, taking consider that the Group has relatively we are well placed to deliver the tools into consideration different climate- limited exposure to potential direct physical consumers would need to understand related scenarios (including a 2°C or climate-related risks. We consider that there which products provide good value. Building lower scenario) is the potential for transition risk to impact on the work we completed in 2021, we are In 2022, we have continued to build and the Group over the medium to long term. adapting our processes to consider the enhance our resilience assessment. We anticipate that such risks may arise in assessment of fair value in some of our key  response to consumer behaviour changes channels in line with FCA Consumer Duty representative pathways developed by the within our Insurance and Travel sectors, regulation. Our existing environmental focus IPCC, which show how the emission of  will help to reduce the impact of these risks greenhouse gases translates to increases requirements, car ownership and to our strategy and business model. in average global temperatures. Whilst the international travel. | |  | climate outlook shows the UK is expected | | --- | --- | --- | | We have assessed the potential impact from | opportunities assessment, we do not | to face average temperature increases | | major climate change that could affect the | anticipate any specific opportunities for |  | |  |  |  | |  | products become more available (and | analysis exercise to understand the | | developed by the Intergovernmental Panel | potentially more desirable, particularly | potential impact that climate changes of | | on Climate Change (‘IPCC’), including heat |  |  | | stress, food/water scarcity and rising sea |  | Group. To construct our climate scenarios | | levels. Climate-related decisions by | medium term, we will act to promote and | and analysis we have modelled based on | | providers could also impact the Group (for | guide users to these. We have also | the IPCC RCP 4.5 which shows greenhouse | | example, if insurers were to amend home | considered whether to help users of other | gases will peak between 2040/50 which | ### MSMG PLC Board  ### Risk and Sustainability Board Committee   ### Executive Risk and Sustainability Committee  ### Sustainability Steering Committee  ### Environment Social Governance  Our social purpose Robust governance ### Group Green Team    GC & CoSec GC & CoSec Annual Report and Accounts 2022 ## 50 Moneysupermarket.com Group PLC | will result in average atmospheric |  | Our long-term targets are more ambitious | Strategic Report | | --- | --- | --- | --- | |  |  | again: we have increased our targets to | | | by the end of the century. Whilst the climate | operational resilience to climate-related | reduce Scopes 1, 2 and 3 emissions by | | | outlook shows the UK is expected to face | risks by reducing our emissions across our |  | | | average temperature increases between | activities. We have already implemented | emissions across these scopes by 90% by | | |  |  | 2050 (2021: 80% by 2050) and therefore | | | on our long-term strategy. Based on our | carbon emissions, such as installing EV |  | | | current analysis scenarios and initiatives, | charging points for employee use, moving | | | We are actively working to reduce our  to a secure pull print system and installing emissions wherever possible. We no longer to any physical risks which may materialise. LED lighting and motion sensors in our occupy energy-intensive data centres and   our London, Manchester and Ewloe offices however, this is predominantly an indirect identified additional opportunities such as now operate on 100% renewable electricity risk due to providers modifying their delivering a carbon emissions awareness tariffs and we will continue to work on products and services. campaign to our employees and moving several initiatives to further reduce our our remaining offices to renewable  ### 3. Risk management  on our approach to climate related risks We have committed to the Science Based Our processes for identifying and opportunities and as part of our plans Targets initiative (‘SBTi’) to approve our  for 2023, we will identify and assess science-based targets for Scopes 1, 2 and and integrating climate-related transition risks to the Group as applicable. 3 emissions and are on track to submit our   targets in 2023. The methodology for ### 4. Metrics and targets modelling our emissions has been Our approach to the identification and Group metrics to assess climate- developed in line with the accepted assessment of climate-related risks fits related risks and opportunities  into our already established risk  modelling, the Greenhouse Gas Protocol. management framework. These risks are management processes The baseline year chosen is 1 January to identified, classified and assessed  alongside the other risks which the Group We are committed to our plan for of our current activities and was the most faces. See pages 62 to 67 on risk  recent year with complete and verifiable management in the Group. Climate change and have made a commitment to limit our data. Engaging with our third-party risks and, where applicable, opportunities Company’s carbon footprint in line with suppliers will be key to delivering this are reported to the Executive Team and keeping global warming to below 1.5ºC. reduction. Over the next year, we will the Board (see section 1 on Governance We report on a range of greenhouse gas extend our strategy of collecting supplier above for detail). | | emissions and intensity metrics to | information and reporting on our progress | | --- | --- | --- | | Climate-related risks have been assessed | understand our impacts and performance. | in reducing our Scope 3 emissions. | | in accordance with our Group risk |  | | As the sustainability landscape evolves, framework and we have continued to emissions and our intensity ratio metrics  consider climate change as an emerging can be found on page 42. disclosures to provide meaningful risk to our business, rather than a principal Due to the limited risks and opportunities information for our stakeholders. risk. To correctly scope out the significance  of climate-related risks we have developed Greenhouse gas (‘GHG’) emissions emissions to measure and manage risks a number of scenarios and reviewed the  and opportunities. We continue to keep IPCC identified risk impacts on the Group. this under review and will continue to  We additionally support the use of the update our position in our future  IPCC likelihood scenarios.   We monitor existing and emerging emissions for Scope 1 and Scope 3, we Group targets to manage climate- regulatory requirements related to climate have also chosen to publicly disclose our related risks and opportunities and change to understand the potential impact  performance against targets and opportunities for our business and description of the methodologies used As a Group we are keen to ensure we are  stakeholders, recognising that climate doing all we can to have a positive impact change regulations could require us to For the emissions that we have not yet on the environment. We will continue with make changes to our processes or been able to eliminate, we mitigate 150%  operations, but also that changes in of these emissions through investing in by 2030. This means for Scope 1 and 2, climate change regulations could present   opportunities if they result in an increase  pathway), there will be a 90% reduction in the demand for energy efficiency  products or services. In terms of our longer-term plans, to Processes for identifying, assessing,  and managing climate-related   decarbonisation pathway, and that our management framework targets are sufficiently ambitious, we Our approach to assessing and managing  the climate-related risks is consistent with targets in 2022. As a result of this review, our approach to other risks which the we have also increased our target for Group faces and is described as part of reducing Scope 3 emissions by 2030 our Group Risk Management Framework  on pages 62 to 67. At this point, Annual Report and Accounts 2022 ## Moneysupermarket.com Group PLC 51 ### Sustainability continued ## Non-Financial Information Statement ##  ##   Policies and standards which Additional information Reporting requirement govern our approach and risk management Stakeholders Group Data Protection Policy Code of Conduct Section 172 Statement pages 29 to 35 Board activities pages 74 to 76 Sustainability disclosures pages 36 to 53 Employee Champion Report pages 83 and 84 Corporate Governance Statement pages 72 to 82 Audit Committee Report pages 89 to 93 Environmental Environmental Policy Sustainability disclosure pages 36 to 53 Sustainability Framework Employees Code of Conduct Sustainability disclosure pages 36 to 53 Equal Opportunities & Diversity Policy Employee Champion Report pages 83 and 84  Whistleblowing Policy and Framework  Human rights  Corporate Governance Statement pages 72 to 82 Code of Conduct | Social matters  | | Sustainability disclosures pages 36 to 53 | | --- | --- | --- | | | Volunteering Guide (Time-Off Policy) | Directors’ Report pages 118 to 122 | | Anti-corruption and bribery Anti-Bribery & Corruption Policy and Procedure | | Directors’ Report pages 118 to 122 | Competition Law Policy Conflicts of Interest Policy and Procedure  Fraud Investigation Policy Share Dealing Policy and Code  Principal risks and impact Risk management pages 62 to 65  Principal risks pages 66 and 67 Business model pages 16 and 17 Risk Committee Report pages 94 to 96 Description of Business model pages 16 and 17  Annual Report and Accounts 2022 ## 52 Moneysupermarket.com Group PLC ### People Strategic Report At Moneysupermarket Group,   employees all have an impact on the environment and society. We recognise the importance of health and safety and the positive benefits to the Group. The Group  communicated to all employees through  regularly reviewed and updated. Behaving ethically is an essential part of working for our Group, fundamental to how we do business and vitally important to the reputation and success of our Group. Our Code of Conduct applies to all employees and sets out our commitment to: •  • comply with relevant laws ### Whistleblowing    Our Whistleblowing Policy is supported by and the level of dividend cover. • do the right thing. an external, confidential reporting hotline which enables employees of the Group to Moneysupermarket.com Group PLC, ### Human rights raise concerns in confidence. Any reported  issues will be reported to the Audit non-trading investment holding company, Our Code of Conduct also confirms that Committee and, where appropriate, which derives its distributable reserves  remedial actions taken. from dividends paid by subsidiary proclaimed human rights principles as specified in the International Labour companies. The Board reviews the level ### Tax Policy  Organisation’s Declaration on | Fundamental Principles and Rights at Work | Our Group is guided by our purpose to | Company biannually, to align with the | | --- | --- | --- | | (‘ILO Convention’) and the United Nations’ | help households save money. We believe | proposed interim and final dividend | |  | that our business makes a valuable | payments. The distributable reserves of | |  | contribution to UK society and we are | the Parent Company approximate to the | |  | proud that MSM has helped 11.1m active | balance on the profit and loss account | | a separate one for employees. Training is |  | reserve, which at 31 December 2022 | | provided to all employees on issues of |  | amounted to £117.5m (2021: £120.4m) (as | | modern slavery in conjunction with the |  | disclosed in the Company balance sheet | | Code of Conduct e-learning module. |  | on page 166). The total external dividends | |  | | relating to the year ended 31 December | Alongside this, we want to make our modern slavery, and are committed to 2022 amount to £62.8m (2021: £62.8m). contributions to the communities that acting ethically and with integrity in all our  The Group is well positioned to continue to business dealings and relationships, and amount of tax, at the right time. In 2022, fund its dividend, which is suitably covered  we paid £18m in corporation tax and over by cash generated by the business. The systems and controls to ensure modern £54.3m in other taxes (including VAT and distributable reserves are sufficient to pay slavery is not taking place anywhere in our employer’s National Insurance). We are dividends for a number of years as, when own business or in any of our supply committed to acting with integrity and required, the Parent Company can receive chains. We publish our Modern Slavery Act transparency in all tax matters. We will not dividends from its subsidiaries to increase Transparency Statement annually and this, support proposals to reduce our tax cost its distributable reserves. Details on the together with previous statements, can be through implementing artificial structures, Group’s continuing viability and going viewed on our website at https://corporate. but we will seek to structure commercial concern can be found on pages 59 and 60. moneysupermarket.com. transactions in an efficient and legitimate The ability of the Board to maintain a way. A copy of our tax strategy is available ### Anti-corruption and future dividend policy will be influenced by at https://corporate.moneysupermarket.com. ### anti-bribery a number of the principal risks identified on pages 65 to 67 that could adversely ### We also have Anti-Bribery and Anti- Dividend Policy  Corruption and Competition Law Policies In determining the level of dividend in any that incorporate the Group’s key principles The Strategic Report on pages 02 to 67 year in accordance with the policy, the Board and standards, governing business conduct  also considers a number of other factors   that influence the proposed dividend We believe we should treat all of these through its annual and strategic planning groups with honesty and integrity. processes and the scenario planning  described below in our viability review clear guidelines and processes for giving section, which includes: the level of available Peter Duffy and accepting gifts and hospitality from distributable reserves in the Parent    15 February 2023 investment needs to sustain the long-term Annual Report and Accounts 2022 ## Moneysupermarket.com Group PLC 53 ### Financial Review ## Strong performance and ## strategic momentum ##  ##  ##  Scilla Grimble  I’m pleased to present the financial review in a year that has seen a return to both revenue and profit growth. Revenue grew 22%, or 8% excluding Cashback. Money had an exceptional year, our travel channels rebounded strongly and the trend in switching in the car and home insurance markets improved as we moved through the year. Adjusted EBITDA grew 15% to nearly £116m and basic EPS increased by 30%, more than EBITDA driven by a decrease in our effective tax rate in 2022 and deal fees in the previous year. Operating cashflow increased by 59%, reflecting stronger trading performance and some one-off working capital outflows in 2021. Our net debt to EBITDA ratio fell to 0.3x from 0.6x in 2021. Annual Report and Accounts 2022 ## 54 Moneysupermarket.com Group PLC Strategic Report ## Financial review Group revenue increased 22% to £387.6m (2021: £316.7m), with profit after tax increasing 33% to £69.3m (2021: £52.1m). When reviewing performance, the Board reviews several adjusted measures, including adjusted EBITDA which increased 15% to £115.5m (2021: £100.5m) and adjusted basic EPS which increased 21% to 14.4p (2021: 11.9p), as shown in the table below. ### Extract from the Consolidated Statement of Comprehensive Income for the year ended 31 December | | 2022 £m | 2021 £m | Growth % | | --- | --- | --- | --- | | Revenue | **387.6** | 316.7 | 22 | | Cost of sales | **(125.1)** | (93.8) | 33 | | Gross profit | **262.5** | 222.9 | 18 | | Operating costs | **(173.5)** | (149.5) | 16 | | Operating profit | **89.0** | 73.4 | 21 | | Amortisation and depreciation | **26.5** | 23.5 | 13 | | EBITDA | **115.5** | 96.9 | 19 | | Profit after tax | **69.3** | 52.1 | 33 | | Earnings per share: | | | | | – basic (p) | **12.7** | 9.8 | 30 | | – diluted (p) | **12.7** | 9.8 | 30 | ### Reconciliation to adjusted EBITDA: | | 2022 £m | 2021 £m | Growth % | | --- | --- | --- | --- | | EBITDA | **115.5** | 96.9 | 19 | | Deal fees and associated costs | **0.0** | 3.6 | n.m. | | **Adjusted EBITDA** | **115.5** | 100.5 | 15 | | Adjusted earnings per share^{1}: | | | | | – basic (p) | **14.4** | 11.9 | 21 | | – diluted (p) | **14.3** | 11.9 | 20 | 1 A reconciliation to adjusted EPS is included within the adjusting items on page 57. ## Revenue for the year ended 31 December | | 2022 £m | 2021 £m | Growth % | | --- | --- | --- | --- | | Insurance | **172.0** | 158.7 | 8 | | Money | **103.3** | 75.2 | 37 | | Home Services | **39.8** | 68.1 | (42) | | Travel^{2} | **14.9** | 4.1 | 265 | | Cashback | **57.6** | 10.6 | n.m. | | **Total** | **387.6** | 316.7 | 22 | 2 Travel includes revenue from toelolily.com from 1 September 2021. Cashback reflects full year of Quidco revenue and the final two months of revenue in 2021 therefore year-on-year growth is not meaningful. Revenue grew 22% in 2022 or 8% excluding Cashback. Performance was driven by the strong recovery in travel channels and exceptional trading in Money, partly offset by the closure of the energy switching market. ### Insurance Insurance revenue increased 8% with growth in travel offsetting declines in the other main channels. Following the introduction of the FCA General Insurance Pricing regulation in January 2022, market switching volumes for car and home saw double-digit declines in H1, although this improved to single-digit declines in H2. As expected, providers, especially those with larger back books, gradually reassessed their customer acquisition strategies with new products launched as the year progressed. Car and home premium inflation gained momentum through the year, rising by double-digits compared to 2021, as premiums increased to reflect the rising cost of claims. The acceleration of premium inflation in the year helped drive search traffic. Travel insurance grew strongly as the market continued to recover after the lifting of pandemic-related restrictions. It is now our second largest insurance channel and revenue was c.20% above 2019 levels. Annual Report and Accounts 2022 Moneysupermarket.com Group PLC 55 Financial Review continued ## Revenue continued ### Money Money had an exceptional year with revenue growing 37% and all channels seeing double-digit growth. Banking benefited from the consistent availability of attractive promotional products, especially savings accounts, throughout the year. In borrowing there was strong demand and conversion for most of the year. In the final quarter, conversion weakened following September's mini-budget as providers, particularly in loans, repriced their products making them less attractive to users. ### Home Services Home Services revenue fell 42%, driven by the continued closure of the energy switching market. Throughout 2022 wholesale energy prices were above Ofgem's price cap therefore providers were unable to offer switchable tariffs with meaningful customer savings. Future savings levels could also be impacted by the regulator's market stabilisation charge. The ongoing uncertainty in the energy market means it is unlikely that switching will return in 2023. Home comms revenue returned to growth in H2 as we annualised the loss of a large B2B contract in July 2021. Particularly attractive Black Friday offers drove exceptional growth in mobile. ### Travel Travel recorded its best performance since 2019 as COVID-19 related restrictions were largely absent from Q1 onwards. Revenue was around 50% of 2019 levels. ### Cashback The significant increase in Cashback revenue year on year reflects the full year of ownership compared to only two months in 2021. During the year the resurgence in travel offset declines in the retail and services segments. Retail moderated as the high online spending penetration experienced during the COVID-19 pandemic of 2021 softened, with consumers returning to physical stores. Services was affected by the closure of the energy market and lower switching volumes in car and home insurance. ### Gross profit Gross margin decreased 2.7%pts year on year from 70.4% to 67.7% with stable margins between H1 and H2. Excluding the impact of Cashback, which has structurally lower margins, Group gross margin would have been about 4.5%pts higher. The loss from July 2021 of a large but low margin B2B contract benefited Group margin c.1.0pts in the year. The mix into Money, particularly the growth in higher margin banking products, also improved margin by c.0.5%pt. Other mix impacts were broadly neutral as the closure of the energy switching market offset market dynamics which reduced insurance gross margin year on year (recovery of travel insurance and the FCA General Insurance Pricing regulation impacts on car and home insurance). We continued to see a shift of traffic to mobile devices, with 63.6% (2021: 61.0%) of MSM visits coming from a mobile device, while tablet share again declined. Overall, there was little impact on Group margin from changes in device mix and we expect this to be the case going forward. ## Operating costs for the year ended 31 December | | 2022 £m | 2021 £m | Growth % | | --- | --- | --- | --- | | Distribution expenses | **40.1** | 29.5 | 36 | | Administrative expenses | **133.4** | 120.0 | 11 | | Operating costs | **173.5** | 149.5 | 16 | | Within administration expenses | | | | | Amortisation of technology related intangible assets | **10.4** | 14.6 | (29) | | Amortisation of acquisition related intangible assets^{3} | **11.3** | 4.4 | 160 | | Depreciation | **4.8** | 4.5 | 7 | | Amortisation and depreciation | **26.5** | 23.5 | 13 | 3 Amortisation of acquisition related intangibles includes £6.4m relating to acquired technology assets. This is included in the amortisation of technology related assets of £16.8m presented in note 13. As expected, distribution expenses increased year on year to support MSM's MoneySuperSeven advertising campaign. Costs were c.£4m higher than guided due to the early launch of MSM's latest advert and the decision in H2 to widen marketing initiatives in icelolly.com and Quidco. In 2023 we will continue to build awareness across our portfolio of brands and expect distribution expenses to remain broadly flat year on year. Administrative expenses increased by £13m, as a result of a full year of consolidation of Quidco and icelolly.com. Efficiency gains from simplifying the organisation and improving our data and tech estate helped offset wider inflationary pressures. In 2023 we expect total operating costs (excluding depreciation and amortisation) to increase by mid-single digit per cent with efficiency gains more than offset by wage inflation. 56 Annual Report and Accounts 2022 Moneysupermarket.com Group PLC Strategic Report ## Adjusting items$^{4}$ for the year ended 31 December | | 2022 £m | 2021 £m | Growth % | | --- | --- | --- | --- | | Deal fees and associated costs | — | 3.6 | n.m. | | Amortisation of acquisition related intangible assets | 11.3 | 4.4 | 160 | | Adjusting items included in administrative expenses | 11.3 | 8.0 | 42 | | Change in fair value of financial instrument | (0.0) | 0.7 | n.m. | | **Total** | **11.3** | **8.7** | **30%** | 4 Amortisation of acquisition related intangible assets and the change in fair value of financial instruments are not included in EBITDA and therefore are only adjusting items in the adjusted EPS calculation. Deal fees and associated costs are adjusting items in both the adjusted EBITDA and adjusted EPS calculations. Amortisation of acquisition related intangible assets relates to technology, brands and customer/member relationships arising on the acquisitions of MSE, Decision Tech, CYTI and Quidco, as well as the combination of TravelSupermarket and Icelolly.com, in prior years. These assets are being amortised over periods of three to ten years. The charge has increased this year due to a full year of amortisation in respect of the assets acquired through the M&A activity in 2021. In 2021, the Group incurred deal fees and associated costs relating to the Quidco acquisition and combination of TravelSupermarket and Icelolly.com. The change in fair value of financial instruments in 2021 related to the reclassification of CYTI from a joint venture to a subsidiary. ## Key performance indicators The Board reviews key performance indicators (KPIs) to assess the performance of the business against the Group's strategy. This year we have added an MSM cross-channel enquiry metric so we now measure six key strategic KPIs: estimated customer savings, net promoter score, active users, revenue per active user, marketing margin and cross-channel enquiry. We will continue to evaluate and broaden the KPIs as needed to ensure they provide visibility of our strategic progress under a framework that measures the strength of the Group and our brands. | | 31 December 2022 | 31 December 2021 | | --- | --- | --- | | Estimated Group customer savings | £1.8bn | £1.6bn | | Group marketing margin | 57% | 61% | | MSM and MSE net promoter score | 72 | 72 | | MSM active users | 11.1m | 10.0m | | Revenue per active user | £16.40 | £16.90 | | MSM cross-channel enquiry | 21% | 19% | **Estimated Group customer savings:** This is calculated by multiplying sales volume by the market average price per product based on external data compared to the cheapest deal in the results table for core channels. Savings for non-core channels are estimated by applying the savings for core channels proportionally to non-core revenue. From November 2021 we have added the cashback earned by Quidco members. **Group marketing margin:** The inverse relationship between Group revenue and total marketing spend represented as a percentage. Total marketing spend is the direct cost of sales plus distribution expenses. **MSM and MSE net promoter score:** The 12 monthly rolling average NPS (1 Jan 2022 – 31 Dec 2022 inclusive) measured by YouGov Brand Index service Recommend Score weighted by revenue for MSM and MSE to create a combined NPS. **MSM active users:** The number of unique accounts running enquiries in our core seven channels for MSM (car insurance, home insurance, life insurance, travel insurance, credit cards, loans and energy) in the last 12-month period. **MSM revenue per active user:** The revenue for the core seven MSM channels divided by the number of active users for the last 12 months. **MSM cross-channel enquiry:** The proportion of MSM active users that enquire in more than one of our core channels within a 12 month period. We estimate that the Group saved customers £1.8bn in 2022. The increase from 2021 is mainly driven by the recovery in travel insurance and strong Money volumes, partially offset by a full year of closure of the energy switching market. NPS remained strong at 72 demonstrating that trust and satisfaction in both brands remains high. MSE scored extremely well and MSM finished the year ahead of the PCW peer group. MSM active user numbers rose by 1.1m to 11.1m, driven both by travel insurance as the market recovered following the easing of travel restrictions and higher volumes in borrowing channels. Energy enquiries remained high despite the absence of switchable tariffs. Annual Report and Accounts 2022 Moneysupermarket.com Group PLC 57 ## Financial Review continued ### Key performance indicators continued Revenue per active user fell by 50p to £16.40p reflecting a sharp decline in energy conversion (negligible switching since Q4 2021) and market-driven falls in car and home insurance conversion. The marketing margin reduction reflects movements in gross margin, driven by consolidation of lower-margin Quidco, as well as the increase in brand marketing spend. During the year cross-channel enquiry improved driven primarily by the recovery in travel insurance. Our ongoing work to simplify customer journeys and offer further switching prompts, facilitated by the improvements to our data infrastructure, will help drive this KPI. ### Alternative performance measures We use a number of alternative (non-Generally Accepted Accounting Practice ("non-GAAP")) financial measures which are not defined within IFRS. The Board reviews adjusted EBITDA and adjusted EPS alongside GAAP measures when reviewing the performance of the Group. Executive management bonus targets include an adjusted EBITDA measure and the long-term incentive plans include an adjusted basic EPS measure. The adjustments are separately disclosed and are usually items that are non-underlying to trading activities and that are significant in size. Alternative performance measures used within these statements are accompanied with a reference to the relevant GAAP measure and the adjustments made. These measures should be considered alongside the IFRS measures. ### Dividends The Board has recommended a final dividend of 8.61 pence per share (2021: 8.61p), making the proposed full year dividend 11.71 pence per share (2021: 11.71p). The Board will continue to keep under review the scope for resumed dividend growth and thereafter, when we have significant surplus capital and there are no material short-term organic or acquisitive growth opportunities available, we will again consider returning surplus funds to shareholders through a "special distribution", in accordance with our capital allocation policy. The final dividend will be paid on 11 May 2023 to shareholders on the register on 31 March 2023, subject to approval by shareholders at the Annual General Meeting to be held on 4 May 2023. ### Tax The effective tax rate of 18.7% (2021: 25.8%) is in line with the UK standard rate of 19.0% (2021: 19.0%). The higher effective tax rate in 2021 was mainly due to a deferred tax charge arising from a change in the standard rate of corporation tax which comes into effect in 2023. ### Earnings per share Basic reported earnings per share increased by 30% to 12.7p (2021: 9.8p). Growth was ahead of adjusted EBITDA due to deal fees incurred last year and a lower effective tax rate this year. Adjusted EPS is based on profit before tax after adding back the adjusting items detailed above. A tax rate of 19.0% (2021: 19.0%) is applied to calculate adjusted profit after tax. Adjusted basic EPS increased by 21% to 14.4p per share, which is higher than the percentage increase in adjusted EBITDA due to a decrease in underlying (non-acquisition related) amortisation, partially offset by a higher net finance expense. ### Cash flow and balance sheet The Group operating cashflow increased to £104.4m (2021: £65.7m) driven by the strong trading performance. The Group's net debt position at year end was £37.2m (2021: £59.6m). Net debt includes borrowings of £44.0m (2021: £57.5m) and £9.8m (2021: £14.6m) of deferred consideration following the acquisition of Quidco last year. Net debt to adjusted EBITDA fell to 0.3x from 0.6x in 2021. The working capital inflow of £4.7m was mainly driven by tighter receivables working capital management but also benefited from an increase in payables relating to the higher revenues in our travel insurance channel. Cash outflows on investing activities of £16.9m reflect £10.6m of cash capital expenditure and £4.8m of deferred consideration relating to the acquisition of Quidco. ### Capital expenditure Capital expenditure was £11.4m (2021: £9.8m), including technology spend of £10.6m (2021: £9.2m). In 2023, technology capex is expected to be in the region of £13m as we continue to invest in integrating recent acquisitions into the Group. We expect capex to return to levels seen in recent years in 2024. The amortisation charge for technology assets in 2022 (£10.4m) is lower than 2021 (£14.6m) as last year's charge included accelerated amortisation of several data infrastructure assets that were replaced by newer technologies. 58 Annual Report and Accounts 2022 Moneysupermarket.com Group PLC ### Going concern Strategic Report The Directors have prepared the financial statements on a going concern basis for the following reasons. As at 31 December 2022, the Group’s external debt comprised an amortising loan (with a balance outstanding of £40m, repayable by October 2024) and a revolving credit facility (‘RCF’), (of which £4m of the £90m available was drawn down). No further amounts have been drawn down since the year end. The operations of the business have been impacted by regulatory changes in Insurance, COVID-19 recovery in Travel and the  covenants of the bank loan and RCF. The Directors have prepared cash flow forecasts for the Group, including its cash position, for a period of at least 12 months from the date of approval of the financial statements. The Directors have also considered the effect of potential cost-of-living trading headwinds and recession and competition such as new entrants upon the Group’s business, financial position, and liquidity in severe, but plausible, downside scenarios. The scenarios modelled take into account the potential downside trading impacts from recession, sustained cost-of-living increases, competitive pressures and any one-off cash impacts on top of a base scenario derived from the Group’s latest forecasts. The severe, but plausible, downside scenarios modelled, under a detailed exercise at a channel level, included minimal recovery over the period of the cash flow forecasts and in the most severe scenarios reflected some of the possible cost mitigations  arrangements and impact on covenant calculations has been modelled. The possible mitigating circumstances and actions in the event  payment, a reduction in operating expenses or the slowdown of capital expenditure. A reverse stress test has also been performed, which assumes the maximum available drawdown of borrowings, whilst maintaining covenant compliance. The scenarios modelled and the reverse stress test showed that the Group and the Parent Company will be able to operate at adequate levels of liquidity for at least the next 12 months from the date of signing the financial statements. The Directors, therefore, consider that the Group and Parent Company have adequate resources to continue in operational existence for at least 12 months from the date of approval of the financial statements and have prepared them on a going concern basis. ### Consideration of Climate Change In preparing the financial statements, the Directors have considered the impact of climate change, particularly in the context of the  reporting judgements and estimates. The Directors considered the risks with respect to going concern and viability, as well as the cashflow forecasts used in the impairment assessment, and noted no material risks within the planning period. Whilst there is no medium-term impact to the Group expected from climate change, the Directors will assess these risks regularly against the judgements and estimates used in preparation of the financial statements. Scilla Grimble  15 February 2023 Annual Report and Accounts 2022 ## Moneysupermarket.com Group PLC 59 ### Viability Statement for the 2022 Annual Report ### Viability Statement The Group’s strategy continues to focus Risk management  As part of the review of the strategic As required by Provision 31 of the 2018 UK efficiency, driving greater retention and priorities, the Board identified the Group’s Corporate Governance Code, the Directors cross-sell from existing users, and finally principal risks around delivering these have assessed the prospects of the Group expanding the business into profitable and priorities which represent a risk or over a three-year period to December adjacent areas. All of this is underpinned combination of risks in severe but 2025. In making this assessment, the by an increasingly common, flexible and reasonable scenarios that can seriously Directors took account of the business re-deployable tech and data platform. affect the future prospects or reputation model and principal risks set out on The Strategic Report sets out the Group’s of the Group through threatening its  performance on the main KPIs which the business model, future performance,  Board monitored for the year ended solvency or liquidity. These include  competitive environment and consumer ### Business model and reviews progress against three time demands, brand strength and reputation, The Group has a simple business model –  data processing and protection, matching customers to the right providers. performance against the Annual Plan and  It uses online services to help customers  transformation and relevance to partners. to compare a wide range of products in Annual Plan and Budget that will deliver In addition, the Directors believe that the one place and make an informed choice  Group faces risks around regulation, when taking out the product most suited Strategic Plan reassessed annually, to Government policy, market competition to their needs. With the addition of Quidco  and economic conditions (including the in 2021, our model has expanded to impact of a deep recession, increased cost providing users with cashback offerings on The Board noted the commentaries issued of living impacts and no or limited recovery their online purchases and merchants with by the Financial Reporting Council of energy market switching) especially valuable marketing leads. suggesting that Viability Statements should  be extended beyond a period of three For our providers, it offers an efficient and attractive products for customers.  cost-effective way to reach a large volume  economic, technological and regulatory of informed customers who are actively (including mitigating activities) are on environment, the Board did not consider it looking for a product. For the majority of pages 66 and 67. appropriate to alter its current time frame our services, we receive a success-based due to the following reasons: We have prepared cash flow forecasts for marketing fee from the providers. the Group and have considered the impact  • The expected life cycle of the Group’s of the economic conditions mentioned  technology is three years, and this above upon the Group’s business, financial reflects the frequent changes in the • the Group relies on customer position and liquidity in severe, but plausible,  transactions for its revenues and downside scenarios, using stress testing   and scenario analysis techniques. The  scenarios use a base scenario derived • It is difficult to forecast revenues and  costs beyond three years given that the • the Group makes money when its factor in existing borrowings, including Group’s revenues and costs are not customers find the product they want, debt repayments, the deferred consideration materially covered by long-term contracts.   • Within three years costs could be creditor commitments. Our revolving • customers will continue to see value in substantially restructured to compensate credit facility runs to October 2024 and we shopping around for products and for a major fall in revenues. As such, the will re-finance the RCF within the viability services and will aim to save money by Board proposes to keep the time frame period. The plausible, severe scenarios  as three years rather than extending modelled, under a detailed exercise at • providers will have strategies of new beyond this.  customer acquisition and develop recovery for the period of the cash products and services to fulfil   The assessment consisted of scenario (stress) testing including one combined scenario for those with impacts of medium or higher likelihood and moderate or higher residual risk. These stress tests involved estimating the impact on revenues, EBITDA and net cash/debt, together with reverse stress testing to identify the theoretical sensitivity that  mitigating circumstances and actions in the event of such scenarios occurring that were considered by the Directors included cost mitigations such as a reduction in the ordinary dividend payment, a reduction   Annual Report and Accounts 2022 ## 60 Moneysupermarket.com Group PLC Strategic Report The Board manages risks across the Group The Board has also considered the risks continue. It is also assuming that customers through a formal risk management framework, from climate change and concluded that and providers will continue to want to designed to ensure that risks are properly there is no material impact with respect to transact online. identified, prioritised, evaluated and viability and going concern over the Based on the Company’s current position mitigated to the extent possible. Key Group’s planning period. and principal risks, together with the aspects of this framework include: results of this robust assessment and the ### Viability assessment • a Risk Appetite Statement expressing Company’s ongoing risk management In making its assessment of viability, the the amount and type of risk the Board processes, the Directors have a reasonable Board has considered the resilience of the  expectation that the Company will be able Group using scenario planning based on  to continue in operation and meet its the principal risks to test the Group’s liabilities as they fall due over the three- • regular assessments of current and planned earnings, cash flows and viability year period of their assessment. emerging risks being faced by the Group over the three-year period. Using its including internal control effectiveness judgement on the likelihood of the principal  risks and the probability of them being inter-related, the Board assessed the risks • risk metrics and thresholds which are separately and in certain combinations of  stressed scenarios. In arriving at its • scenario planning based on the principal conclusion, the Board is making the  assumption that the key aspects of customer and provider behaviour set out above • oversight from Risk and Compliance which underpin the business model will  Annual Report and Accounts 2022 ## Moneysupermarket.com Group PLC 61 ### Risk Management ## Risk management ## with a customer lens ##  ##  ##  Matt Whittle  ### Risk management process ### Risk management governance and oversight Risk management culture • Framework, policy and procedures • Values, behaviours and communication • Three lines of defence • Training, education and awareness • Risk appetite • Embedding in decision-making • Risk registers and risk assessment • Continuous improvement Identify risks Quantify gross risk Identify existing risk mitigation Quantify net risk Identify if further controls needed Monitor and control Annual Report and Accounts 2022 ## 62 Moneysupermarket.com Group PLC ### Risk management approach effectively manages risk and takes appropriate and timely action Strategic Report where issues are identified. The Risk and Sustainability Committee Effective risk management is vital to enabling the Group to achieve oversees Executive management on behalf of the Board in the its strategic objectives, securing the business for the long term management of risks. Commencing in 2023, the Chair of the Risk and and ensuring the desired outcomes for consumers. The Group’s Sustainability Committee will provide assurance to the Remuneration risk management framework, alongside its governance structure Committee on the performance of the business and control functions and system of internal control, gives the Board assurance that on an annual basis to allow the Remuneration Committee to satisfy risks are being appropriately identified, assessed and managed, itself on the appropriateness of its remuneration decisions.   ### Governance and oversight teams in order to keep abreast of potential emerging risks. The Risk A governance and oversight structure is in place, with clearly defined and Sustainability Committee’s agenda retains flexibility in order to lines of responsibility, accountability and delegation of authority. discuss the mitigation of emerging risks as they are identified. The Board is ultimately responsible for the overall effectiveness The Board has carried out a robust assessment of the emerging and  principal risks facing the Group, including those that would threaten  its business model, future performance, solvency or liquidity. Our responsibility to Executive management. Executive management principal risks and uncertainties are outlined on pages 66 and 67 owns the Group risks, is responsible for ensuring that the business along with a description of how they are being managed.    • Approval of Group Risk Framework and risk appetite. • Carry out an assessment (at least annually) of principal risks and effectiveness of risk management and internal control policies, and report to shareholders on such matters. • Assessment of the effectiveness of Group Risk Framework and risk appetite and system  Risk and Sustainability • Advise the Board on Group Risk Framework and risk appetite. Review and oversight of key risk Committee themes and metrics. • Oversight of Executive management in management of risks. • Review of emerging risks and regulatory change.  • Ensure risk management is an integral part of implementing the business strategy. (1st Line of Defence) • Operate the business within set risk appetite and risk metrics. • Responsibility for managing risks and implementing effective controls. • Implement appropriate processes to identify and evaluate risks.  • Implementation of Group Risk Framework and risk appetite and assess internal control effectiveness and management actions. (2nd Line of Defence) • Develop and implement risk management policies and tools, and lead communication and training. • Monitor progress of the key risk themes. • Co-ordinate appropriate and timely delivery of risk management information to Executive management and the Risk and Sustainability Committee. • Advise and challenge management on risk management and internal control processes.  • Monitor effectiveness of risk management processes. (3rd Line of Defence) • Perform tests of internal controls effectiveness. • Identify and agree corrective actions with management. • Liaise with Risk and Compliance function, including in relation to mapping of assurance activities to the Group’s significant risks. • Report to the Audit Committee. Annual Report and Accounts 2022 ## Moneysupermarket.com Group PLC 63 ### Risk Management continued ### The Board performs an annual assessment Risk identification Future developments of the risk management and internal ###  We will continue to ensure that risk control framework, covering financial, The Group adopts formal risk identification management is part of everyday business operational and compliance controls and management processes which are decision making and is understood by all of including the: designed to ensure that risks are properly the Group. We will continue to develop our • assessment of the risk management identified and evaluated, in line with risk management information in light of our framework for identifying and appetite. The identification of significant strategic initiatives and ensure that monitoring risks, with consideration of risks is informed using a bottom-up and specialist risk knowledge is readily the integration of strategic and business top-down approach with each business available to each of our brands to enable planning processes. This is supported area identifying new risks as well as them to take and be fully accountable for  reassessing those already being monitored. risk-based decisions, whilst providing an management and internal controls To aid in the identification of risks and effective level of risk and compliance  development of associated mitigating oversight for the Group. independent third parties, including actions, risks are categorised into strategic, We will continue to enhance our risk  financial, operational, regulatory, conduct management framework in specific and data risks. Our regular and ongoing • assessment of the extent, frequency and  risk oversight includes a risk and control quality of risk management and internal operational resilience, and consumer assessment twice a year across all areas  behaviours, as well as enabling the  identification and mitigation of • review of the resolution of issues arising strength and performance of the controls  from internal control failings or in place, and potential gaps and weaknesses.  The Group recognises that regulation, in ### Management reporting particular the activities of the FCA, the ICO, • review of the effectiveness of the Ofgem and the CMA will continue to be Timely and accurate management financial reporting processes.  information is provided to the right people market and the consumer markets in to support management decisions and ### Risk management framework which we operate. In 2023, we will embed manage risk effectively within the Group. | During 2022, we have monitored the risks | | changes necessary to comply with the | | --- | --- | --- | | associated with the Group’s current and | Reporting enables management to have | FCA’s Consumer Duty and new Appointed | | future strategic priorities, overseen the |  | Representative requirements and continue | | Group’s management of risks associated |  | to assess and respond to the impact of | | with strategic initiatives and strengthened | to have access to detailed information to | energy and insurance regulation in both | | the embedding of data security, cyber and | enable root cause analysis and identification | the short and long term. | | data protection processes and controls. |  | | The management of operational risks We have also continued to evolve the and potentially mitigate the impact of new  Group’s risk management framework to operational risk concerns in a timely manner. management framework in 2023, in reflect regulatory change such as FCA Should risk exposures be identified as particular ongoing embedding of enhanced Consumer Duty and FCA General being outside the Group’s risk appetite, controls in respect of data protection and Insurance Pricing requirements. this is escalated and reported to the Risk third-party management. and Sustainability Committee, alongside ### Risk appetite clear action plans to bring the risk within  tolerance, with appropriate timescales. risk the Group is able and willing to accept  in order to achieve its strategic objectives. will be determined by the level and nature The Group’s risk appetite influences the of the risk and the Group’s risk appetite. Group’s culture and operating decisions, and is reflected in the way risk is managed. The Group Risk Appetite Statement is reviewed at least annually, in line with the strategic direction of the Group, recent experience and the regulatory environment, and is subject to Board approval. There are certain risk areas where we have a very low or no appetite. In such areas, we take actions to avoid or eliminate this risk as far as possible. In other areas, such as strategy, we recognise the importance of managed risk taking in order to achieve business objectives and goals. Annual Report and Accounts 2022 ## 64 Moneysupermarket.com Group PLC ### Our principal risks (as at 31 December 2022) Strategic Report Outlined here are the Group’s most significant risks that may affect our future. We assess the probability of the risk materialising and the impact of the risk on a residual basis (taking into account the benefit of mitigating controls). ### 1 ### 4 ### 6 ### 5 7 ### 2 Impact ### 3 Strategic and operational/conduct  ### Strategic priorities ### 1 Competitive environment Efficient acquisition  Retain and grow ### 2 Brand strength and reputation Expand our offer | 3 | Data processing and protection | | --- | --- | | 4 | Data security and cyber | | 5 | Relevance to partners | | 6 | Economic conditions | | 7 | Regulation | Annual Report and Accounts 2022 ## Moneysupermarket.com Group PLC 65 ### Principal Risks and Uncertainties ##  ##  ##  ### 1 ### Competitive environment and consumer demands Strategic risk Link to strategy | Description | Mitigating activities | Developments in 2022 | | --- | --- | --- | | The Group operates in a dynamic | Continuous innovation of new services and ongoing | The Group has invested in a price match offer | | and highly competitive marketplace | evolution of existing propositions. |  | | with new competitors entering the | | customers cheaper quotes than our competitors | Regular engagement with consumers to understand market. We must continually  changes in how they use our services. innovate to keep ahead of  Investment in our technology platforms to competitors and changing Quidco has introduced a browser extension, which,  consumer demands. when installed, allows consumers to browse online, products easier. and Quidco will remind them to activate cashback. ### 2 ### Brand strength and reputation | Strategic risk | | | Link to strategy | | --- | --- | --- | --- | | Description | Mitigating activities | Developments in 2022 | | | The Group must maintain consumer | Investment in marketing across a range of media to | In May, the MoneySuperSeven featured Dame Judi | | | awareness of and engagement with | maintain the Group’s brands in consumers’ minds. |  | | its key brands. Our strong relationships with our providers allow MoneySavingExpert has been uniquely positioned   market and the cost of living crisis. MoneySavingExpert introduced an app in May to appeal to a wider audience. ### 3 ### Data processing and protection Operational/conduct risk Link to strategy Description Mitigating activities Developments in 2022 The Group must appropriately Understanding and assessment of the data we collect The Group extended its modernisation of the data process and control the data our from our customers and how we use it. estate into Google Cloud Platform, with Quidco customers share. Specialist data protection knowledge within our Risk and following in 2023, to simplify, but strengthen, internal Compliance, Technology and Legal teams. Annual data  As a leading website operator, the protection training for all employees. the Group. Group may experience operational issues which result in incorrect or Controls and monitoring of internal processes. Regular MoneySuperMarket enhanced and delivered its incomplete data being transferred ongoing quality assurance procedures. mandatory training across the Group. to or from partners. ### 4 ### Data security and cyber risk Operational/conduct risk Link to strategy | Description | Mitigating activities | Developments in 2022 | | --- | --- | --- | | The Group must protect itself from | Rigorous monitoring and testing of the Group’s | The Group continues to invest in our cyber | | security breaches or successful | systems and infrastructure. Enhancing controls to our | governance framework and ‘ISMS’ – this includes | | cyber attacks which could impact | data and systems through the implementation of our |  | | our ability to operate our websites |  | | and services. Annual Report and Accounts 2022 ## 66 Moneysupermarket.com Group PLC ### Risk trend Strategic priority Strategic Report Increasing Efficient acquisition Decreasing Retain and grow Stable Expand our offer ### 5 ### Relevance to partners Strategic risk Link to strategy | Description | Mitigating activities | Developments in 2022 | | --- | --- | --- | | The Group relies on its partners to | Working closely with partners to ensure high-quality | The Group remains a cost-efficient and flexible way | | access competitive products and | and appropriate products and to maximise the | for providers to access millions of customers. Strong | | technological integration to provide | opportunities for partners to acquire customers | relationships with partners enable us to access | | a seamless customer experience. |  | exclusive deals and offers for our customers. | ### 6 ### Economic conditions Strategic risk Link to strategy | Description | Mitigating activities | Developments in 2022 | | --- | --- | --- | | Weaknesses in the UK economy | Maintaining a diversified business across a range | The Group has continued to diversify and | | including the cost of living crisis and |  |  | | unprecedented energy market | | appropriate channels where necessary as a | Regular monitoring of market conditions and conditions have led to more  environment. challenging conditions in one or more markets in which we operate. Focusing on maintaining control of our cost base. The continued diversity of the Group across a portfolio of brands and channels offers the Group protection from cyclical economic changes. ### 7 ### Regulation Strategic risk Link to strategy | Description | Mitigating activities | Developments in 2022 | | --- | --- | --- | | The Group must understand and | We maintain regular and ongoing dialogue with key | The Group has monitored and responded to new and | | respond to the effects of regulatory | regulatory bodies. | emerging regulatory developments. We have proactively | | intervention in the markets in which | | engaged with regulators, such as the FCA and Ofgem, on | Our Risk and Compliance team works across the we operate. regulatory change, including the energy price cap, the Group to ensure it remains compliant with new The Group must comply with FCA GI pricing reform and the FCA’s Consumer Duty.  existing and new regulatory requirements which directly  Annual Report and Accounts 2022 ## Moneysupermarket.com Group PLC 67 ### Chair’s Introduction to Governance ## Leadership ## and governance ## We delivered well against our strategy. ##  ##  Robin Freestone Chair ### Dear fellow shareholder As a Board, we aim to maintain a Purpose and culture governance structure which provides I am pleased to present the Group’s The cultural tone of the business begins effective control and oversight of the Corporate Governance Statement  Group, while promoting the entrepreneurial  households save money is enabled by the spirit which has been central to the Group’s behaviours that are embedded into our  ### Board focus areas in 2022:  In this report, we describe how our purpose, Together, these help to create a culture • appointment and induction of a new values and strategy are aligned with our which optimises performance and Independent Non-Executive Director culture and how we consider all our  and the sourcing of a new Chief   The Board endeavours to promote ### Governance improvements integrity and diversity of thought at all • robust assessment of the Group’s  ###  during 2022 developing a diverse workforce and an • dedicated Board session reviewing risk • monitored and reviewed the Group’s  management processes, including risk  commitment is demonstrated in the  implementation of our diversity and • monitored progress against the Group’s • reviewed and enhanced the Board and inclusion initiatives, including our  Committee reporting templates, action  • assessment of environmental initiatives,  Further details on our culture, purpose including progress made against the • reviewed and approved all governance and values can be found in our Strategic plan to become operational net zero by policies and training, ensuring they   remained aligned with Group values • approved the acquisition of additional  share capital in Podium, bringing our   • the enhancement of governance • monitored the embedding of Quidco controls in relation to our Sustainability  Framework including clarity of roles and responsibilities and an additional review  • updated and approved the Matters Reserved for the Board and the Board  Annual Report and Accounts 2022 ## 68 Moneysupermarket.com Group PLC ### The table below shows where shareholders can evaluate how the Company has Board changes Governance  The Board spent a significant amount of time considering succession planning during the Section Further information  Board leadership and Company purpose Business model – pages 16 and 17 resigned from the Board on 31 May 2022,  The cultural tone of the business begins in Board activities – pages 74 to 76     Risk management – pages 62 to 65 down as a Non-Executive Director at the taking into account the interests of our wider Shareholder engagement – page 73 conclusion of the AGM on 5 May 2022 and I  would like to thank Sally for her contribution and processes are in place to ensure that Section 172 Statement – pages 29     Sustainability Report – pages 36 to 53 role of Chair of the Risk and Sustainability Committee and Caroline Britton was   Division and responsibilities Board of Directors – pages 70 and 71 Supriya Uchil has decided to step down from the Board on 30 April 2023 to focus on other The respective roles and responsibilities of Division of responsibilities – pages 77 work commitments and I would like to thank the Executive and Non-Executive Directors   are clear and consistently applied, providing for effective and constructive dialogue and Nomination Committee Report As described in my Chair's Statement     Composition, succession and evaluation Nomination Committee Report   The Group has a strong Board with a balance and took over the role of Remuneration    The appointment process is rigorous and brings with him a wealth of experience in carefully applied, with annual evaluation  technology, cyber and industry and further keeping the effectiveness of the Board and strengthens the diversity and experience of   1 February 2023 and will take over as Chief Audit, risk and internal control Risk management – pages 62 to 65  The Board has established clear processes  strong digital and consumer experience and I and procedures to ensure that risks are  am looking forward to working with him as we carefully identified, monitored and mitigated  against and then reported externally in an Risk and Sustainability Committee Report – pages 94 to 96 For further information regarding the formal,  rigorous and transparent selection process in ensure that the Company’s financial Board activities – pages 74 to 76 relation to Rakesh and Niall, please see our statements are fair, balanced and     ### Remuneration Business model – pages 16 and 17 Company Secretary change Remuneration supports the Company’s Shazadi Stinton was appointed General Remuneration Committee Report – strategy and is appropriate to the size, Counsel and Company Secretary with effect pages 97 to 117 | nature, complexity and ambitions of the | from 9 May 2022 and Alice Rivers completed | | --- | --- | |  | her appointment as Interim Deputy Company | |  |  |  ### Dividend I am delighted to report that the Board has ### Compliance with the 2018 UK Corporate Governance Code  ###   During the year ended 31 December 2022, we have applied the principles and complied ###  Looking forward executive director pension contribution rates with those available to the wider workforce),  for which phased arrangements were in place to ensure that Scilla Grimble’s pension high standards of corporate governance  across the Group, underpinning the delivery   governance duties and outlines the governance initiatives we have undertaken during next 12 months we will also continue to focus  on delivering our social and environmental  commitments, as well as the continued  engagement of our employees and  implementation of our diversity and     Robin Freestone The Board also reviewed its governance framework to ensure it remains fit for Chair  15 February 2023 Annual Report and Accounts 2022 ## Moneysupermarket.com Group PLC 69 ### Board of Directors ## and focusExperience ### Selection process ### 01 02   and transparent selection process for the  Committee is responsible for identifying and nominating all Board candidates and, before any appointment is made, evaluates the mix of skills, experience, knowledge and diversity to ensure  ### Induction and onboarding  the Chair and Company Secretary to ensure that ### 03 04 all newly appointed Directors receive a full and formal induction, which is tailored to their  includes a comprehensive overview of the  and senior management, as well as guidance   01 Robin Freestone Chair of the Board Committees N ### 05 06 Term of office: Appointed as Non-Executive  Robin’s contribution to the Board, key strengths, skills and reasons for re-election: Robin brings to the Board extensive transformation and diversification experience from leading    Robin has also held senior financial positions at   ### 07 08 extensive global and digital business leadership experience and has an in-depth understanding of governance requirements having served as both an Executive and Non-Executive Director  financial insight as well as an understanding of how to attract and retain talent as Chair of the  External appointments: Robin is Lead Director   and Chair of the Audit and Risk Committee of  ### 09 10 02 Peter Duffy Chief Executive Officer Term of office: Peter’s contribution to the Board, key strengths, skills and reasons for re-election: Peter’s key contributions to the Board are extensive experience in digital businesses and a      Read more about employee Read more about key Board Peter has an excellent overall track record, as engagement on pages 83 and 84 activities on pages 74 to 76 well as very relevant experience in driving digital  Annual Report and Accounts 2022 ## 70 Moneysupermarket.com Group PLC Governance well rounded from a sector perspective having 05 Supriya Uchil 08 Lesley Jones worked in financial services, airlines, automotive Independent Non-Executive Director Independent Non-Executive Director  Committees A N RS RE Committees A N RS plenty of exposure to operating within  Term of office: Term of office:  External appointments: Peter is a Non-Executive Lesley’s contribution to the Board, key  | Director of Close Brothers Group plc, where he is a | | strengths, skills and reasons for re-election: | | --- | --- | --- | | member of the Risk Committee and Remuneration | Supriya’s contribution to the Board, key | Lesley was previously a Non-Executive Director | |  | strengths and skills: Supriya is the product- | of N Brown Group plc, ReAssure Group plc | |  |  |  | | |  | Northern Bank Limited and Close Brothers | | 03 Sarah Warby |  |  | | |  |  | Independent Non-Executive Director and   Non-Executive Director Employee Champion  roles in relationship and risk management over Committees A N RS RE   years at RBS Group plc as Group Chief Credit Term of office: External appointments: Supriya is a   Sarah’s contribution to the Board, key risk appetite, established a market-leading credit  strengths, skills and reasons for re-election: function and led its credit quality assurance  Sarah has experience of building valuable   |  | | | | | | global credit risk manager operating at both | | --- | --- | --- | --- | --- | --- | --- | |  | | | | | | executive and board level means that she is | |  | 06 Rakesh Sharma | | | | |  | |  | Independent Non-Executive Director | | | | | Committee and brings her broader financial | |  | | | | | | services expertise to the Audit and Nomination | | | Committees | A | N | RS | RE | | |  | | | | | |  | | fellow of the Marketing Society and Marketing | Term of office: | | | | | | External appointments: Chair of Sainsbury’s  Rakesh’s contribution to the Board, key Bank and Non-Executive Director of Moody’s A proven leader, with strong people and strengths, skills and reasons for election:  communications skills, Sarah brings valuable  experience to her role as Non-Executive Director brings to the Board over 30 years’ broad  09 Shazadi Stinton  General Counsel and Company Secretary External appointments: Sarah is   policy updates as Remuneration Committee Term of office: Chair at PayPoint plc, he brings valuable Shazadi’s contribution to the Board, experience to the Board as Chair of the 04 Caroline Britton Shazadi has over  Senior Independent Director  External appointments: Rakesh is currently  Committees A N RS RE the Senior Independent Director and  Term of office: contribution over and above her legal acumen is Remuneration Committee Chair at PayPoint plc  her extensive understanding of environmental Caroline’s contribution to the Board, key and sustainability issues and requirements, strengths, skills and reasons for re-election: which she has utilised to enhance the Group’s Caroline has a strong financial background, 07 Scilla Grimble  retiring as Audit Partner at Deloitte LLP after 30 Chief Financial Officer  External appointments: Term of office: Caroline is an FCA of the Institute of Chartered    10 Niall McBride  Chief Financial Officer Caroline’s strong financial background and Scilla’s contribution to the Board, key regulatory experience make her ideally skilled to strengths and skills: Scilla has a strong Term of office: Chair the Audit Committee and she brings to the financial background and extensive consumer Niall’s contribution to the Board, key Board valuable governance and risk  strengths, skills and reasons for election:     External appointments: Caroline is a consumer and corporate finance experience to Scilla previously held senior finance roles at Non-Executive Director of Sirius Real Estate  Tesco PLC and was a Managing Director at UBS Limited where she is Chair of the Audit   Committee and a member of the Nomination he was a Managing Director at Rothschild & Co,    Director of Revolut Limited where she is Chair External appointments: Scilla is a Non- External appointments:   Risk and Remuneration Committees and of she is a member of the Audit Committee and the A Audit Committee   N Nomination Committee  RS Risk and Sustainability  Committee  RE Remuneration Committee Denotes Chair Annual Report and Accounts 2022 ## Moneysupermarket.com Group PLC 71 ### Corporate Governance Statement ## Governance framework ### The Board Read more about the Board The Board is responsible for the long-term sustainable success of the Group, with on pages 70 and 71  •  Read more about key Board activities on pages 74 to 76 • providing entrepreneurial leadership within an effective risk management  Read more about division of •  responsibilities on pages 77 and 78 ### Audit Committee Risk and Remuneration Nomination ### The Audit Committee Sustainability Committee Committee ###  Committee The Remuneration The Nomination ensuring appropriate Committee’s key Committee is The Risk and challenge and responsibility is to responsible for Sustainability governance of determine and apply reviewing the Board’s Committee is accounting treatment the shareholder size, structure and responsible for and the internal control approved Remuneration composition, including overseeing the Group’s environment and Policy to ensure that it the recommendation risk management and ensuring that the promotes the delivery  sustainability Annual Report as a of our strategy and the   whole is fair, balanced long-term sustainable planning and Committee ensures   development plans that risks are appropriately  identified, managed overseeing the Group’s and mitigated, and  advising the Board on risk appetite, structure   monitor the embedding of the sustainability framework, monitoring   Audit Risk and Remuneration Nomination Committee Report Sustainability Committee Report Committee Report Committee Report Pages 97 to 117 Pages  Pages  Pages 94 to 96 CEO and Executive Team Information and reporting Responsibility for the development and implementation of the Each Committee has an annual forward agenda planner based upon  the duties and responsibilities documented within its Terms of   Executive Team is responsible for day-to-day operations, for delivering Secretariat conducted a detailed review of the Terms of Reference results and for driving growth, ensuring this is done in a sustainable during the year, with updated versions being approved by the Board in   meetings take place to ensure that members have adequate time to  Annual Report and Accounts 2022 ## 72 Moneysupermarket.com Group PLC ### Strategy   Governance  The Board is responsible for setting and   | monitoring progress against the Group’s | |  | | --- | --- | --- | | strategy, ensuring this is aligned with the | Formal presentations are given to analysts | the Company’s issued share capital voted | | Group’s purpose of helping households | and shareholders covering the full-year |  | | save money and delivers value for | and half-year results, and briefings are |  | |  |  | AGM was conducted at 1 Dean Street, | | governance underpin this by ensuring that |  | London, and shareholders were given the | | the Board, supported by the Executive |  | opportunity to submit questions to the | | Team, can execute effective decision |  | Board ahead of the AGM and a Q&A | | making and create sustainable long-term |  | session was recorded and published | | value for the benefit of all of our |  |  | |  | which monitor the Company’s governance | | |  |  | 2022 key shareholder events | |  | Relations Director generally deals with ad | | | implementation of the strategy and overall |  | |   17 February 2022  shareholders after the Annual Report and 2021 full year results The Board undertook a review of the Group’s Accounts is published to invite them to strategy at a number of meetings during the engage prior to the Annual General year, attended by senior management,  where it received presentations on the discuss important matters such as our strategies for the business and functional  12 April 2022 areas, as well as a review of the overall Chair also engages in discussion with Q1 2022 trading update |  | shareholders on significant matters | | --- | --- | |  | relating to Executive remuneration, in | | 2022 whereby the future year’s strategy | particular any amendments or material | |  |  | |  |  | 5 May 2022  Remuneration Committee Chair, together Annual General Meeting  with our Chair and General Counsel and Company Secretary, met with eight of our ### Stakeholder engagement top 15 shareholders to discuss our The success of the Group’s strategy is proposed Remuneration Policy and further 12 May 2022  details of the outcome of these meetings is Board is focused on driving long-term  Payment of 2021 final dividend sustainable performance for the benefit   Director is available to shareholders if they  have concerns which contact through the  21 July 2022    H1 2022 interim results   chooses the course of action which is  All Directors receive formal reports and  briefings during the year about the October 2022 | Group engages with its stakeholders and |  | | | --- | --- | --- | | the Group’s Section 172 Statement can | Directors also receive detailed feedback | Q3 2022 trading update | |  | obtained by the Company’s brokers after | | meetings, allowing them to develop an ### Shareholder engagement   The Board actively seeks and encourages 16 February 2023    2022 full year results  investor feedback reports on   and institutional shareholders to keep them informed of significant developments and to develop an understanding of their views which are then discussed with the   potential and current investors, and attended four investor conferences, meeting a broad range of investors in Annual Report and Accounts 2022 ## Moneysupermarket.com Group PLC 73 ### Corporate Governance Statement continued ### 2022 Board attendance Risk and Nomination Remuneration Audit Sustainability Board member Board Additional Committee Additional Committee Additional Committee Additional Committee Additional Total number of meetings  1 3 1 3 3 4 — 3 — Robin Freestone     — — — — — — Scilla Grimble   — — — — — — — — Caroline Britton        —  — 1 Sally James        —  — Sarah Warby        —  — Supriya Uchil        —  — James 2 Bilefield        —  — Lesley Jones     — —  —  — Peter Duffy   — — — — — — — — Rakesh 3 Sharma        —  —       Ad hoc Committee meetings were convened to deal with specific matters which required attention between scheduled meetings,   ### Key Board activities  Links Strategy: Links to strategy • undertook a review of the Group’s strategy at a number of meetings attended by the Board and  –  Links to risks –  1 2 5 6 ##    –  –  •   • reviewed the Group’s plans against the Board’s risk appetite to ensure that our ambitions for  •  • held "deep dives" at our Board meetings into various aspects of the business including our  •  •  Annual Report and Accounts 2022 ## 74 Moneysupermarket.com Group PLC Governance  Links Governance, risk management and regulatory: Links to strategy • reviewed and revised our annual programme of business for the Board and each  • progressed the actions from the 2021 Board evaluation and conducted an internal Board Links to risks  2 3 4 7 • reviewed, within the Remuneration Committee, the Group’s Remuneration Policy  • reviewed our governance framework to ensure it remains fit for purpose and compliant  •  •  • oversaw the implementation of digital enhancements, including those pertaining to our cyber  • reviewed our application and compliance of the Code including receiving a stakeholder  • agreed the Group’s principal risks and uncertainties, and identifying emerging risks which   •  • ensured compliance with the requirements of the TCFD, receiving regular updates throughout  Leadership, employees and culture: Links to strategy •   • appointed Rakesh Sharma as an Independent Non-Executive Director and Chair of the Links to risks   1 2 5 6 7 •  •  •   • assessed progress against the Group’s diversity and inclusion strategy, including the  • received updates on the Group’s people and culture, organisational structure, diversity, talent management and employee engagement including reviewing results of employee surveys and   Budget, financing and investor relations: Links to strategy •  • approved audited financial statements for the year ended 31 December 2022, confirming  Links to risks •  6 7 • reviewed capital allocation options including approving the interim dividend and recommending  •  Annual Report and Accounts 2022 ## Moneysupermarket.com Group PLC 75 ### Corporate Governance Statement continued ### Key Board activities continued  Links Business performance: Links to strategy •  • reviewed market and trading updates and considered Group financial performance against budget and forecast, including the decision to increase market guidance within the Q3 Trading Links to risks  1 2 5 6 •  Section 172: how we bring the stakeholder voice into the Boardroom: Links to strategy • the Board reporting templates were enhanced during 2022 to include reference to section 172 which requires paper providers to consider the Group’s stakeholders during proposal drafting  Links to risks •   1 2 5 7 •     •    • at the annual strategy meeting between the Board and Executive Team, potential impacts to  •   •  • customer and user updates are provided to the Board by the senior management team  •  • regulatory updates are provided to the Risk and Sustainability Committee and, where appropriate,   Looking forward to 2023: Links to strategy • implementation of the FCA’s Consumer Duty Plan and embedding of the Consumer Duty  •  Links to risks • recruiting and inducting a new Non-Executive Director following the resignation of Supriya Uchil 1 2 3 4 5 6 7  • oversight of management's preparedness for the implementation of the BEIS recommendations, including internal control enhancements and upcoming changes to the Corporate  •  •  Annual Report and Accounts 2022 ## 76 Moneysupermarket.com Group PLC Governance ## Division of responsibilities ### Roles and responsibilities Time commitment   Board members have clearly defined roles All Non-Executive Directors are required to of the selection process for any new and responsibilities, as set out in the table devote sufficient time to meet their Board   responsibilities and demonstrate commitments are considered before pages 70 and 71, each member of the   Board has a range of skills and experience the Nomination Committee considered the that is relevant to the successful operation time commitment of all the Directors and ### Access to advice  agreed that the required time commitment   ### Independence of Non-  seek independent legal advice about the  performance of their duties with the ### Executive Directors Company, they are entitled to do so at the The Nomination Committee reviews the ### External appointments  independence of the Non-Executive access to the advice and services of the Directors annually and has confirmed to In accordance with the Code, full Board  the Board that it considers each of the approval is sought prior to a Director Chair and the Non-Executive Directors     appointments, the Board considers ### Roles and responsibilities table Role Name Responsibility Chair Robin •  Freestone •  •  • facilitating effective contribution of Non-Executive Directors and encouraging active  • ensuring the Board receives accurate, timely and clear information and is consulted  • ensuring the Board considers the interests of stakeholders and reviews mechanisms  • ensuring the Company maintains effective communication with shareholders and  CEO Peter Duffy •  •  •  •  • leading, motivating and monitoring performance of the Company’s Executive management,  CFO Scilla Grimble •  •  •  •   Senior Caroline • meeting with the Company’s shareholders and representative bodies when requested and, Independent Britton if necessary, discussing matters with them where it would be inappropriate for those Director  • acting as a sounding board for the Chair and as an intermediary for the other Directors  •  Annual Report and Accounts 2022 ## Moneysupermarket.com Group PLC 77 ### Corporate Governance Statement continued ## Division of responsibilities continued ### Roles and responsibilities table continued Role Name Responsibility Non- Caroline •  Executive Britton  Directors Lesley Jones • constructively challenging the Executive Directors and senior management team  Supriya Uchil •  Sarah Warby Rakesh Sharma Non- Sarah Warby • helping the Board to establish what channels of engagement are appropriate, in order Executive  (Rakesh Director Sharma • working with the Board to take appropriate steps to evaluate, and where possible mitigate, Employee appointed on  Champion  • challenging the Executive Directors, when required, as to the way in which workforce engagement is undertaken and the steps to be taken to address workforce concerns arising  • giving feedback to employees, where appropriate, on steps taken to address their concerns  Non- Sarah Warby • ensuring that the Consumer Duty is discussed in a meaningful way regularly and raised Executive (appointed  Consumer  • representing the interests of consumers in Board discussions and decision making, Champion  • working with the Board to take appropriate steps to evaluate, and where possible mitigate,  General Shazadi Stinton •  Counsel and •  Company Secretary •  • advising the Board and its Committees on corporate governance and compliance within  Annual Report and Accounts 2022 ## 78 Moneysupermarket.com Group PLC ### Risk management and • a schedule of matters reserved for Risk review and assessment Governance approval by the Board to ensure it ###  The Group’s systems and procedures maintains control over appropriate The Board has overall responsibility for  strategic, financial, organisational, setting the risk appetite of the Group, where practicable, reduce and mitigate  maintaining the Group’s risk management  and internal control system and reviewing • an organisational governance structure   with clearly defined lines of responsibility eliminate such risk, but the Group seeks ongoing process for identifying, evaluating   and managing the principal risks faced by  • a formal risk management framework the Group which has been in place for the with supporting policies and Twice a year the Group’s principal risks and year under review and up to the date of  the Group Risk Framework and Statement   and Sustainability Committee and the • regular reviews of the principal risks reviews, the Board takes account of the Audit Committee assist us in discharging facing the Group to ensure they are significance of any environmental, social  being identified, evaluated and and governance matters to the business of  A description of the process for managing the Group, ensuring any related risks and risk, together with a description of the  • a process for regular assessment of the emerging and principal risks and strategies effectiveness of key internal controls The risk register is a key element in our to mitigate those risks, is provided on     • a Risk and Compliance function The main features of the Group’s risk  responsible for overseeing the management and internal controls in management works alongside the Risk and implementation of the Group respect of financial reporting and the Compliance function to ensure the risk   register incorporates any new risks and • an Internal Audit function providing  • a comprehensive annual business assurance over key risks, processes managed by the Risk and Compliance planning and budgeting process,   requiring Board approval, through owned by a member of the Executive • a whistleblowing hotline which   employees can use to report any effectiveness assessment and the delivery • a comprehensive financial reporting   system, regularly enhanced, within  control assessments are regularly carried which actual and forecast results are assessed through the performance of out across all areas of the business, in compared with approved budgets and regular checks, which in 2022 included order to understand the strength and the previous year’s figures on a monthly  performance of the controls in place,   • reviewing and testing the Group’s • a review of Group policies relating to    together with risks identified through transaction reporting and key financial • completion of the Group’s Internal other tools within our risk management   framework, including findings from Internal Audit and Risk and Compliance monitoring, • an investment evaluation procedure to • performing risk business partnering and are reviewed on a regular basis by the Risk ensure an appropriate level of approval monitoring activities including financial  for all capital expenditure and other   The Risk and Compliance function provides • assessment of the identification and challenge to the Executive Team in its • monthly finance team meetings which management of risks connected to the assessment and management of risks with include reviews of internal financial  particular focus on the actions being taken reporting and financial control • assessment of the Group’s processes    Team and Risk and Sustainability • ongoing training and development  Committee provides clear visibility of the  most significant risks, identifies areas of • assessment of the identification and   management of technology risks across  business in accordance with our Group the Group, including cyber risk, data Reporting to the Risk and Sustainability   Committee enables the Directors to have • an annual strategy meeting to discuss  • monitoring the completion of the and approve the Group’s strategic  Group’s mandatory "Introduction to  and ensure actions to potentially mitigate Regulation", data protection, cyber  the impact of new risks are taken in a security and Code of Conduct training  for new starters and refresher training  Annual Report and Accounts 2022 ## Moneysupermarket.com Group PLC 79 ### Corporate Governance Statement continued ### Risk review and assessment composition of our Board continued   collective training plan, the 2023 plan ### continued Nomination Committee to ensure that it having been approved by the Board in Process for review of effectiveness retains the necessary balance of skills,  The Risk and Sustainability Committee is experience and independence, in Directors received briefings from the responsible for reviewing the effectiveness accordance with the Board Diversity Policy, Company Secretary during 2022 on  the statement for which is detailed in the governance and compliance matters it takes in relation to the review are set out    appointments to the Board result from was also provided with training materials Committee makes a recommendation to the  on digital markets and regulatory and Board on effectiveness, which the Board procedure, responsibility for which is competition law developments for considers in forming its own view on the delegated to the Nomination Committee,  effectiveness of the risk management although decisions on appointment are Training was also provided on   environmental regulations and diversity information on the work of the Nomination    | promoted to the Executive Team, reflecting | | Directors receive tailored training where | | --- | --- | --- | | the importance of internal control and risk | During 2022, the Board and Nomination | beneficial or required in order for them | |  | Committee have fully considered Board |  | | review of the effectiveness of the Group’s | succession to ensure that the Board has | | To ensure that Directors are able to fully risk management and internal control the right mix of skills and experience, acquaint themselves with current trading   and matters requiring discussions and confirm that the processes outlined on constructive challenge and promote decisions, comprehensive Board papers page 95 have been in place for the year  and Committee papers are circulated under review and up to the date of within the Nomination Committee Report electronically approximately one week approval of this Annual Report, and that   these processes accord with the Code and Board induction and training the FRC Guidance on Risk Management, The Directors also have available to them Internal Control and Related Financial and     Centre" acting as a Board manual which  includes one-to-one meetings with the includes extensive information including expect to continue to embed enhanced Chair and each of the existing Non- financial and analyst reports, current controls in respect of cyber security and     Group codes and policies, organisational have taken in 2022 is set out in the Risk Company Secretary along with other structure documentation, and and Sustainability Committee Report on    appointees to the Board would meet with a robust assessment of the emerging and members of the operational team and visit Directors may, in the furtherance of their principal risks facing the Group, including our three offices in London, Manchester duties, take independent professional those that would threaten its business and Ewloe as part of the annual Board  model, future performance, solvency or  Directors’ skills and experience liquidity and these, together with how they briefing on the key duties of being a An effective Board requires the right mix are managed or mitigated, are set out on Director of a listed company as well as the    diverse and effective team focused on review the induction programme, building promoting the long-term success of the ### Composition, succession in feedback from new appointees and   ###  matrix below details some of the key skills  | Board composition and appointments | | and experience that our Board has | | --- | --- | --- | |  |  | identified as particularly valuable to the | |  |  | effective oversight of the Company and | | Independent Non-Executive Directors and |  |  | |  | executed his tailored plan in good order, | evolve our Board Skills Matrix criteria and | | their career background, relevant skills, | meeting with senior management | assessment process in 2023 to keep pace | | Committee membership, tenure and | promptly and attending meetings and |  | | external appointments are set out on | colleague events at both our London and | our Board Skills Matrix and process, please | |  |  | see our Nomination Committee Report on | | role of the Chair and members of the | |  | Directors are continually updated on the  Group’s business, the markets in which we The Chair, Senior Independent Director operate and changes to the competitive and Non-Executive Directors are and regulatory environments through  presentations and briefings to the Board  from Executive Directors and senior following consideration of the annual   Annual Report and Accounts 2022 ## 80 Moneysupermarket.com Group PLC Board evaluation Individual Director evaluations The Chair’s evaluation was undertaken Governance  The annual Board evaluation provides In 2022, each of the Directors was   appraised individually in the form of Directors obtained as part of the Board opportunity to consider and reflect on    account feedback received as part of the Director provided feedback to the Chair     discussions, the Chair has confirmed that  each Director continues to make a valuable  contribution to the Board and devotes please see our Nomination Committee   Board, Committee and Directors’ effectiveness evaluation cycle ## Year 1 Year 2 Year 3 ### Externally facilitated ### Internal effectiveness Internal effectiveness ### evaluation process ### evaluation conducted evaluation conducted ### conducted by third ###   ###  2022 effectiveness evaluation: process analysed by Company Secretariat and Chair present and then fed back by the  Senior Independent Director outside During 2022, the Board conducted an results and actions of the Board and  internal evaluation of the performance of Committee evaluation were scrutinised the Board and the Committees, the Chair The Chair met with individual Directors  and individual Directors, taking into during December 2022 to discuss their  account the principles and provisions of performance against agreed criteria,   following which the Board’s collective questionnaires which were completed The review of the Chair’s effectiveness was  anonymously by individual Directors and conducted by the Senior Independent  Director, who met individually with Board Executive Team were invited to complete members to garner feedback against questionnaires on the performance of the    The results were then collated and Annual Report and Accounts 2022 ## Moneysupermarket.com Group PLC 81 ### Corporate Governance Statement continued ### Composition, succession The Chair’s performance was highly Some of the focus areas for enhancement   ###  continued concluded that he was effective at chairing 2022 effectiveness evaluation: • a more proactive approach to the meetings and steering discussions without outcome and actions Group’s succession planning and talent stifling contributions, and brought both management, including incorporating a The Directors’ many positive responses pragmatic and thoughtful guidance and focus on diversity of experience and the indicated their widely held view that the leadership to the Board and to individual consideration of the Chair’s succession Board worked effectively as a team, with  as he will reach the Code’s nine-year strong ratings received for the Board’s Upon completion of the individual Director  oversight of the Group’s risk framework evaluations, it was confirmed that each  • the establishment of a Board Director continued to be committed to Members considered that they understood Sponsorship Programme whereby their roles and have sufficient time to the views and requirements of the Group’s  perform their duties effectively and customers and were well supported by both within the Senior Leadership Team in therefore, should be proposed for   re-election at the 2023 AGM with the  exception of Scilla Grimble, who is stepping • a more structured and detailed Board to be very well run, with the Audit down on 17 February 2023 and Supriya training plan to be implemented, with Committee being praised in particular for  dedicated sessions at least four times the time the Chair took to ensure members   fully understood both the content for discussion and their responsibilities in • the development and implementation   Committee members noted that further  stability would be achieved once the newly  appointed Independent Non-Executive  Director, Rakesh Sharma, had received regulatory approval and been formally  Progress against the 2021 evaluation action plan   Action item  Stakeholder engagement The Board and Committee reporting templates were updated in Q4 2022 to ensure that paper writers considered the impact of proposals upon relevant stakeholder To increase the Board’s visibility of key  stakeholder groups and their feedback stakeholder engagement strategy is being developed and will be approved by the    feedback questionnaire results to the Board directly during 2022, increasing its   Culture The Senior Leadership Team developed a set of leadership behaviours underneath the key pillars of Leading with Simplicity, Innovation, Inclusion and Accountability and were Further articulation of the Group’s culture  and values to ensure clarity across all levels have been enhanced to encourage participation and knowledge sharing across all  levels of the business and offer colleagues the opportunity to submit questions  with feedback on culture via colleague surveys and NED breakfasts as well as via the  Talent and succession planning The Board re-baselined the Group’s succession plans following restructuring within  To ensure a healthy pipeline of talent  throughout the Executive and Senior  Annual Report and Accounts 2022 ## 82 Moneysupermarket.com Group PLC ### Employee Champion Report Governance ## Employee Voice ## in the Boardroom ##  ##  ##  Sarah Warby NED Employee Champion As Employee Champion, I am pleased to approachable conduit between our inducted several new NEDs into a regular report on the progress that we have made employees and our Directors and provides  this year on bringing our employee voice to a mechanism for the Board to connect discussions with the Employee Resource  directly with employees, and for the Groups, and members of the People Team, employee voice to be considered in while all our NEDs plug-in and connect As a Group, we have a desire to genuinely  with employees in their relevant disciplines engage with employee views and recognise  the benefits that such engagement can  This role will continue to evolve and as a  of years, I have established strong Group we continue to see the value that important asset and we recognise that it’s connections with our network of employee this role adds to the Group, most notably vital for our Board members to hear the resource groups, and am a familiar face in this year in informing our views on hybrid concerns and ideas of our employees and  working, understanding employee are able to consider these as they relate to culture of openness and ensures that I am sentiment in our different locations,  in a strong position to bring an honest   diversity and inclusion discussions and ### Role of the Employee  understanding the capacity and capability ### Champion To ensure there is space and opportunity  I was appointed the designated NED for employee opinions to be voiced, we  include a standing agenda item for to draw on my experience of bringing employee engagement at the beginning of stakeholder voices into the Boardroom  gained through a career in customer- allow us to raise discussion topics which  come from employees, it also draws focus was reappointed to this role by our Board onto the voice of our employees early in the   NED appointed as Employee Champion In the last 12 months, we have ensures that we have a visible and consolidated our ways of working and Annual Report and Accounts 2022 ## Moneysupermarket.com Group PLC 83 ### Employee Champion Report continued ### Activities in 2022 Ad-hoc engagement: Throughout the implementation clearly varied across year, NEDs meet with colleagues around different functions, with some areas It has been great to be able to run some  concerned about being able to keep up face-to-face engagement sessions again this   year, alongside the virtual sessions that we  feedback informed our Board discussions  | | group meetings to share experience in | around quarterly milestones, recruitment | | --- | --- | --- | | NED breakfasts: Along with my fellow |  |  | | NEDs, we have held interactive "NED | meets with members of the Product teams | | |  |  | Focus areas for 2023 | | held in each of our core office locations to |  | |  ensure that the employee voice reflects See pages 29 to 35 for further details on Champion immensely, it was agreed on the geography and demographics of our how the Board has engaged with our     incorporate a mix of specific discussion I would therefore need to relinquish the ### topics and open dialogue to ensure that Key outcomes  we capture the general sentiment, Much of the insight that our direct to Rakesh Sharma, who having recently  connection with colleagues gives us serves  Participants in these meetings have to inform Board discussions, by bringing perspective and I've no doubt there will reported that they liked the intimate   structure and the freedom to explore a clear colleague voice in the room generally  variety of topics that they feel passionate informs how we approach discussions  A full programme of meetings has been  events have included innovation,   leadership, hybrid working, strategy,    understanding and commitment to  pay gap reporting, wellbeing, recruitment strategy, leadership impact, colleague  Embracing hybrid working wellbeing, implementation pace,  integration of new businesses and Employee engagement surveys: These the pros and cons of hybrid working,  provide for regular and structured input helpfully bringing to life the challenges and from our employees, especially during As part of a wider review of our Group’s   stakeholder engagement strategy, we are allowed the Board to work with  also considering alternative engagement management to agree the approach and  methods as a way to keep the energy up expectations as MSMG moved into a new  and the conversation with employees   Employee Resource Groups: ERGs are  voluntary, colleague-led self-managed landed and are being used to good effect groups that connect those who share  common challenges, interests and Strategy to implementation  Sarah Warby as an open forum to meet and support  NED Employee Champion one another in creatively addressing our been a key theme in our engagement this 15 February 2023 internal inclusion challenges and champion   highlighted how much progress has been from our ERGs twice a year to gain an made, making many employees feel understanding of their views and any empowered and able to push the    the year showed us that capacity for Annual Report and Accounts 2022 ## 84 Moneysupermarket.com Group PLC ### Nomination Committee Report Governance ## Resourcing for ## sustainable success ##  ##  ##  ##  ##  Robin Freestone Chair of the Nomination Committee | As Chair of the Nomination Committee, |  | The Board supports the recommendations | | --- | --- | --- | |  | our AGM on 5 May 2022, the resignation |  | | Committee’s Report for the year ended |  | gender diversity and the Parker Review on | |  |  |  | | our role and activities in reviewing the |  |  | | Board’s size, structure and composition, | Committee’s membership and attendance | this currently stands at five female | | including the recommendation of |  |  | | appointment of a new Non-Executive | | Non-Executive Directors from ethnic | | Director, reviewing succession and | Role and responsibilities |  | | development plans for the Board and | | change following the stepping down of | The Nomination Committee plays a key Executive management, and overseeing Supriya Uchil as Non-Executive Director role supporting the Board within the   governance framework in reviewing the composition of the Board and its The Committee is comprised of all The Committee has an annual schedule  Independent Non-Executive Directors,  of whether the balance of skills, with the exception of myself as Chair  experience, knowledge and independence   of the Board is appropriate to enable it to  com), with standing items that it considers  Committee have the right to attend at each meeting, in addition to any specific assisted the Board in its consideration of  matters upon which the Committee has conflicts of interest and independence    senior management and external advisers independence issues were identified may be invited to attend meetings as and   membership was refreshed in 2022, Annual Report and Accounts 2022 ## Moneysupermarket.com Group PLC 85 ### Nomination Committee Report continued ### Role and responsibilities continued ### Committee activities in 2022 Committee priorities for 2023 Conducted a search for, considered and recommended to the   position from Scilla Grimble to Niall McBride, including relevant   Continued to review talent within the Group, with an increased Develop and progress a plan for the succession of the Chair, focus on succession planning and development at the level below   Reviewed the composition of the Board, including the balance Recruit and induct a Non-Executive Director following the    Reviewed progress made against the Board Diversity Policy, Continue to support management in navigating the challenging including a target of 33% female representation and a target of market environment to successfully recruit and retain women   Considered the ongoing contribution of each Board Director,  including their time commitments, and recommended to the Board Group's medium-term ambition of offering a graduate   Reviewed the Group’s Conflicts of Interest Policy and process and     Monitor progress against the newly appointed Non-Executive  Reviewed the size, structure and composition of the Board  ### Board composition As at the review date of this statement, the   Combined, this will form part of the role The Board supports the recommendations skill set of the Non-Executive Directors   includes financial, economic, financial  Prior to making any recommendations for services, banking, digital, technology, diversity, and the Parker Review on ethnic appointment to the Board, the Nomination  |  | | Committee will consider suitably qualified | | --- | --- | --- | | recommended composition and is | All appointments to the Board will be made | candidates for Non-Executive Director | | committed to maintaining at least 33% |  | roles from as wide a pool as appropriate | | female Board membership and a minimum | process will take into account suitability for | and whose skills and experience will add | |  | the role, the Board composition, its |  | | the same time, the Nomination Committee | balance and the required mix of skills, | | The Nomination Committee will work will keep under review and evaluate, on background and experience, including a  behalf of the Board, its balance to ensure  understand and agree with the Group’s that it has the appropriate mix of skills,  approach to diversity and inclusion, experience, independence and knowledge into account, such as independence, including this Board Diversity Statement,     ### Board skills matrix  Caroline Peter Robin Scilla Rakesh Lesley Sarah Supriya Britton Duffy Freestone Grimble Sharma   Uchil Banking/insurance industry experience  Finance and accounting International experience Governance Risk and regulation  Marketing Strategy          Annual Report and Accounts 2022 ## 86 Moneysupermarket.com Group PLC ### Board effectiveness evaluation Diversity and inclusion The Board's diversity and inclusion Governance  An internal Board, Committee and As described earlier in this report, the approach to how we attract and source Individual Director evaluation was Board and Committee continue to drive talent with a focus on delivering real  the agenda of diversity and inclusion   across the Group and are proud of the  progress made, especially in respect of ### Succession planning female representation on the Board • broadening our approach to   The Group’s Succession planning is a   continual cycle of activity and as part of number of persons who were Directors of launching guidelines, conducting this the Committee reviewed succession   plans for our Executive and Senior    2006), and other employees is set out later summarised their performance and • designing a Technology Apprenticeship  development areas, identifying whether Scheme for young and underrepresented continued focus on this area, diversity and there was internal talent able to fulfil  inclusion, including progress against our   diversity strategy, has been added as a  Group-wide inclusive language learning standing agenda item for all Nomination This included information pertaining to   each individual’s current performance and • making net positive improvements in the The Board’s Statement on Diversity is  multi-ethnic representation across the  The Committee considered the tenure of  importance of diversity in its broadest each of the Directors and noted that the  sense as one of the key drivers of Board Chair would be the next member to rotate lots of work was undertaken in this area,   with an average of 21% of Group hires diversity of perspective, insight, Independent Director will commence the being from multi-ethnic backgrounds experience, educational and professional process of seeking a new Chair by  background, and personal demographics discussing with each Non-Executive such gender identity, race and ethnicity, ### Director the position and potential Supporting racial equity age, disability, neurodiversity, social  The Group has been an official signatory    Diverse membership of the Board Director will then prepare a plan for the  supports better decision making and  on race equity, as part of the Group’s Race reduces the risk of groupthink by providing  The Committee will recruit a new Non-   Executive Director in early 2023 to replace The Committee received an update on the Supriya Uchil who will step down following •     • the capturing of our ethnicity data of our approach and offerings and will  ### Talent development work with us to build our diversity strategy  • a Board-level commitment to zero  developing our people and, as such, the   talent pipeline within our business remains inclusion and belonging, with a networked • that equity, diversity and inclusion are   made the responsibility of all our leaders leadership population is a source of future also appointed a talent and inclusion  Executive talent, with two members of our partner to further our organisational  • actions that support Black, Asian,     LEAD Programme, launched in April 2020,  Inclusion and Diversity Strategy "Create is one of the key investments we are  The Board has committed that all allegations making into developing senior leadership of racial bullying or harassment will be taken  The Committee discussed the employee seriously, and managed consistently and  survey results in relation to diversity and  each participant gaining the CMI Level 5 inclusion, noting that they remained   strong, with a 77% favourable score which   will be reported to the Audit Committee via technology sector and ahead of that within    progress we have made under the five principles of the 2020 Charter and are pleased to reconfirm our commitment  Annual Report and Accounts 2022 ## Moneysupermarket.com Group PLC 87 ### Nomination Committee Report continued ### Board appointments Gender diversity % as year’s AGM and submit themselves  ### The Nomination Committee has a formal,   rigorous and transparent procedure for Group employees Directors seeking reappointment are the appointment of new Directors to the considered to be independent in   Director is identified, we prepare a ## 44% candidate profile indicating the skills, ### Time commitment knowledge and experience required,  Senior leadership – Group The expected time commitment of the composition and the relevant experience Chair and Non-Executive Directors is and understanding of our stakeholder detailed within our letter of appointment,  and is assessed, together with any existing ## 49% search consultants and consider the external appointments, during the gender, nationality, educational and  professional background of candidates, as reviewed by the Committee on an annual ### Board diversity % as well as individual characteristics which will basis and both the Committee and Board ###   continue to consider that the Directors Gender split Suitable candidates are interviewed by have sufficient time to undertake their    ## 62% Nomination Committee proposed appointees have enough time ### effectiveness available to devote to the role and that In 2022, we carried out an internal  Ethnic minority background split evaluation of Nomination Committee experience on the Board, with regard to effectiveness which involved the experience and understanding of our completion of a questionnaire, with the  ## 20%  the Nomination Committee has identified  a suitable candidate, we then make a determined it continues to be effective in recommendation to the Board with the ### Director conflicts   In response to required actions identified in ###   the 2022 evaluation, the Committee will The Committee conducted its annual review for the search for the our new Chief continue to ensure that succession planning of individual Director conflict authorisation   as recorded in the Conflicts of Interest Director, engaging Russell Reynolds  Associates and Audeliss Limited as ### Overview of Committee Board and Committee consider conflicts of external executive search consultants for ### activities for 2023   Succession planning has been an area of Reynolds Associates and Audeliss Limited The Conflicts of Interest Register sets out focus for the Committee in 2022 and this  any actual or potential conflict of interest  Conduct for Executive Search Firms on situations which a Director has disclosed process, the Nomination Committee will gender diversity and best practice and to the Board in line with their statutory review the composition and tenure of the have no other connection with the  Board, including plans for me as I approach  authorisations, the Committee considers my ninth year of appointment on 1 August Limited is a market-leading firm any other appointments held by the  specialising in the representation of LGBT+, Director as well as the findings of the induct a Non-Executive Director following   the stepping down of Supriya Uchil and Committee briefed the search consultants review, the Committee recommended to review the talent pipeline within the on our diversity expectations, and we the Board that each conflict authorisation business as part of its broader review considered and interviewed a wide and    The Board was unanimous in its decision The independence of the Non-Executive This report was approved by the Board to appoint Niall McBride as Chief Financial Directors is formally reviewed annually  |  |  | | | --- | --- | --- | |  | Nomination Committee and Board | | | appointment of Rakesh, the Board’s | consider that there are no business or | | | gender balance has been updated to | other circumstances that are likely to affect | | |  | the independence of any Non-Executive | Robin Freestone | | | Directors and that all Non-Executive | Chair of the Nomination Committee | | | Directors continue to demonstrate | 15 February 2023 |   of the eligible Directors will retire at this Annual Report and Accounts 2022 ## 88 Moneysupermarket.com Group PLC ### Audit Committee Report Governance ## Maintaining the Group’s ##  ##  ##  ##  ##  ##  Caroline Britton Chair of the Audit Committee   • developing and implementing a policy share the Audit Committee’s Report for the Committee achieves this by overseeing the on the level, amount and pre-approval  financial reporting and audit processes  out our role and activities in ensuring and monitoring the effectiveness of the  appropriate challenge and governance Group’s internal control and risk • advising the Board on the appointment, around accounting treatment and the  reappointment and removal of the internal control environment and ensuring • monitoring the integrity of the financial external auditor and the remuneration that the Annual Report as a whole is fair, statements of the Company, and and terms of engagement of the  discussing formal announcements  Furthermore, I look forward to attending relating to the Company’s financial the AGM on 4 May 2023 to answer any • monitoring the effectiveness of the performance and any significant issues  Group’s internal control and risk  management systems, including The Committee membership was • reviewing the Group’s financial   statements and the material financial stepping down post our AGM on 5 May • reviewing the scope, activities and   results of the Group’s Internal  • advising the Board on whether the   Committee believes this Annual Report • reviewing the Audit Committee’s Terms Committee continues to comprise a wide and the financial statements contained of Reference, carrying out an annual range of business and financial experience, within it, when taken as a whole, is fair, performance evaluation exercise and including competence relevant to the balanced and understandable and noting the satisfactory operation sector in which the Company operates in provides the information necessary     position and performance, business • reporting to the Board how it has Committee Chair on 6 May 2022, remains     The Committee has an annual schedule  • reviewing and monitoring the external    ### Role and responsibilities and the effectiveness of the audit  The primary role of the Audit Committee process, taking into consideration com), with standing items that it considers   at each meeting, in addition to any specific statements of the Group and other  matters upon which the Committee has financial information prior to publication  and review the significant reporting Annual Report and Accounts 2022 ## Moneysupermarket.com Group PLC 89 ### Audit Committee Report continued ### Role and responsibilities continued ### Committee activities in 2022 Committee priorities for 2023 Reviewed and approved the 31 December 2022 Annual Report and Financial   responses to the changing control landscape, the external auditor, examining key points of disclosure and presentation to ensure   Reviewed and challenged management’s assessments, conclusions and disclosures Continued focus on assurance over the Group’s        expertise and experience to provide effective challenge throughout the Committee to determine the approach to be organisation and measured the effectiveness and value of the function, including taken to any assurance required in respect of co-source arrangements, through questionnaires, metrics and assessments,    Continued oversight of the integration of  acquired businesses into Group reporting   Reviewed, considered and approved the scope and methodology of the audit work Make initial preparations ahead of holding to be undertaken by the external auditor, including the terms of engagement and    Considered management’s progress in relation to finance integration of the 2021      Reviewed and approved the rolling 12-month Internal Audit plan for appropriate risk coverage, including quarterly in-year updates for any changes, and considered the different sources of assurance against the Group’s key risks to ensure there is    Received reports from management in relation to the Group’s anti-bribery and  Reviewed, approved and recommended to the Board the Group’s going concern  Reviewed and approved the Committee’s updated Terms of Reference to reflect  Considered Internal Audit reports, including any unsatisfactory audit findings, root causes and related actions plans, and satisfied ourselves that management had   testing as part of the external audit, including recommendations made by the external  Received updates from management on continuous improvement of the Finance  Considered the proposals from the Government on "Restoring Trust in Audit and  Annual Report and Accounts 2022 ## 90 Moneysupermarket.com Group PLC ### Financial statements   Governance  areas to be significant taking into account ###   the level of materiality and degree of The Committee is responsible for reviewing   the appropriateness of the Group’s  discussed the issues in detail to ensure half-year reporting and annual financial  that the approaches taken were    ### Significant financial statement presentations and reports from both policies and practices adopted by the  ### reporting matters  applicable reporting standards  significant in the context of the 2022 ### Issue Committee review Recoverability of goodwill,  the Cashback CGU  As described in our impairment • The approach taken for the goodwill impairment assessment including the appropriateness review in note 13 to the accounts,  as expected the estimated recoverable amount for the •  Cashback cash generating unit • The key assumptions to the model, being revenue growth and the discount rate, and the   headroom compared to the Group’s other CGUs as this •  CGU was only acquired by      which represents the estimated   due to the inherent uncertainty  involved in selecting appropriate     key assumptions, such as the revenue growth rate and the  uncertain due to the macro-   disclose the sensitivities  Capitalisation of software  and development costs benefits associated with the assets and confirm that capitalisation is in accordance with the relevant  As more fully described on appraisal, capitalisation and ongoing monitoring of intangible assets and we were comfortable with page 140 of the Group’s  financial statements, the Group  holds intangible asset balances fact that business plans in relation to the capitalised assets receive either direct Board approval or arising from the capitalisation  of certain software and development costs principally relating to developments in the Group’s front-end platforms  Annual Report and Accounts 2022 ## Moneysupermarket.com Group PLC 91 ### Audit Committee Report continued ### Significant financial statement reporting matters continued  ### Issue Committee review Intangible assets  impairment testing    Revenue recognition     Going concern and viability In assessing the validity of the statements detailed on pages 59 and 60, we reviewed and challenged statements management’s assessment of the Group’s resilience to the principal risks under various scenarios   ### Fair, balanced and External auditor • various services are prohibited, including the provision of most types ### understandable Annual Report The Committee is responsible for making  ### and Financial Statements recommendations to the Board in relation appraisals or fairness opinions,   outsourcing of Internal Audit services,  recommend to the Board that the Annual management functions, recruitment and fees of the external auditor, ensuring Report and Financial Statements, taken  they have appropriate audit plans in place  and that an appropriate relationship is During the year, the value of non-audit understandable and provides the maintained between the Group and the services provided by the external auditor information necessary for shareholders    non-audit services during 2022 and 2021 performance, business model and ### Independence and related to the review of the Group’s half year  ###  reporting, which is not part of the audit fee requires continuous assessment of the  financial reporting issues affecting the The Committee evaluated the provided by the external auditor, therefore Group, in addition to the focused exercises   which take place during the production of  the Annual Report and Financial report from the external auditor The assurance provided by the external  describing its arrangements to identify, auditor on this item is considered by the   Group as strictly necessary in the interests the extent and nature of non-audit  • a qualitative review of disclosures  offered reflect the auditor’s knowledge    throughout the Annual Report and is required to rotate every five years in line Group has also continued with the   appointment of other accountancy firms • a review by the Committee of all material  There are policies and procedures in place matters, as reported elsewhere in this the Group in connection with internal in relation to the provision of non-audit  audit, tax, systems and regulatory advice services by the external auditor which are  • a risk comparison review, which  assesses the consistency of the Group benefits in a cost-effective manner The external auditor was not engaged presentation of risks, and significant from the cumulative knowledge and during the year to provide any services  experience of its auditor, whilst also which may have given rise to a conflict of of risk disclosure in this Annual Report ensuring that the auditor maintains the   necessary degree of independence and the overall levels of audit and non-audit  fees are not material, relative to the • a review of the balance of good and permitted to perform any work which it income of the external auditor as a whole,  may later be required to audit, or which  •   independence of the external auditor independence or create a conflict of  – the Group’s position and performance   procedure for approval of work given ### External audit effectiveness  – the Group’s business model, as The Committee considered the quality and  • no non-audit work may be placed with  the external auditor without the specific  – the Group’s strategy, as described    considered the way it communicated key • any approved non-audit services must The Directors’ Statement on a fair,  be in line with the cap limits as enforced balanced and understandable Annual approach was supplemented by members  Report and Financial Statements is set of the Committee completing a detailed   • the non-audit fees are reported  the overall effectiveness of the external Annual Report and Accounts 2022 ## 92 Moneysupermarket.com Group PLC | auditor including the audit partner’s and |  |  | Governance | | --- | --- | --- | --- | | his team’s approach, communication, |  | questionnaire were then reported to and | | |  | be reappointed as the Group’s auditor for |  | | |  |  |  | | |  | The Committee will conduct a formal audit | annual self-assessment of the Internal | | |  | tender process during 2024 with a view to | Audit function against the Chartered | | | results of the questionnaire were then | proposing a resolution to shareholders at | Institute of Internal Audit Standards and | | | reported to and discussed by the |  |  | | Committee and the findings reporting to The Committee approves the Internal Audit ###  Internal control Charter on an annual basis and reviews The Committee is responsible for As in prior years, at the planning meetings and monitors progress against the annual monitoring and reviewing the effectiveness for the half-year review and year end audit,  of the Group’s internal control and risk the external auditor was required to   explain its understanding of significant Internal Audit that the Internal Audit  risks to audit quality, by reference to the function has the requisite expertise and management’s reports on internal control Company’s specific circumstances and  effectiveness via self-assessment and changes in the risks and reasons for those  ###  Whistleblowing including monitoring of control improvement understanding of our business and The Group has established procedures by plans and consideration of the mitigating industry knowledge which informed its which all employees may, in confidence,    receives assurance reports on key financial considered the auditor's use of specialists process sets out the ethical standards controls from independent testing by  expected of everyone that works for and Internal Audit, as well as management with us and includes the procedures for The Committee held private meetings with   the external auditor as necessary after monitoring the effectiveness of its internal workforce can raise concerns through their Committee meetings to review key issues controls and risk management, the manager or senior management and  Committee is able to maintain a good through our confidential and independent understanding of business performance,  ### Reappointment of the  are carried out independently with findings ###    was pleased to receive a report from  finance on their continuous improvement The Board, as a whole, monitors and Group since 2004 and was appointed as  reviews the effectiveness of the Group’s the auditor to the Company on its flotation control enhancements and efficiencies whistleblowing arrangements annually, to   ensure that it has sufficient oversight of every five years to ensure independence, whistleblowing to support its work on    formal competitive tender exercise during management’s response to matters raised The Committee receives reports on 2016, in relation to the audit for the Group and the implementation of investigations and all significant for the year ended 31 December 2017, the  whistleblowing matters are reported Board approved the Audit Committee’s statement on internal control and risk  recommendation to put a resolution to  reviewed the whistleblowing arrangements shareholders at the 2017 Annual General and is satisfied that they are effective,  ### Internal Audit facilitate the proportionate and  The Group has an Internal Audit function independent investigation of reported  which, together with a PwC co-source matters and allow appropriate follow-up requirement to ensure the external audit arrangement, delivers a risk-based Internal  contract is tendered within the ten years Audit plan to provide independent   ### Audit Committee effectiveness  2022, the Internal Audit team continued to In 2022, we carried out an internal evaluation we have complied with the provisions of utilise the PwC co-source relationship to of Committee effectiveness which involved The Statutory Audit Services for Large  the completion of a questionnaire, with the Companies Market Investigation were more technical in nature and related results being analysed and presented at  to the ISMS and Cyber Red Team  Processes and Audit Committee           meets separately with the Chair of the This report was approved by the Board tenure and have conducted detailed Committee throughout the year to discuss  stakeholder surveys on its performance    ### Internal Auditor effectiveness  The Committee considered the quality and  Caroline Britton effectiveness of the Internal Audit function  Chair of the Audit Committee by way of completing a detailed  15 February 2023   evaluated the overall effectiveness of the  Internal Audit function including the team’s auditor has confirmed its independence approach, communication, independence,  Annual Report and Accounts 2022 ## Moneysupermarket.com Group PLC 93 ### Risk and Sustainability Committee Report ## Balancing Risk ##  ##  ##  ##  ##  ##  Lesley Jones Chair of the Risk and Sustainability Committee ###  Role and responsibilities • overseeing compliance with relevant Sustainability Committee Chair in May  The primary role of the Risk and 2022, I am pleased to present the Sustainability Committee is to assist the • overseeing and monitoring the Group’s Committee’s Report for the year ended Board in its oversight of risk management sustainability and environmental  and delivery of its sustainability strategy  and activities in overseeing the Group’s  risk management framework, ensuring • considering and approving the remit of  risks are appropriately identified, managed the Risk and Compliance function and and mitigated, and advising the Board on • advising the Board on the overall risk    The Committee held three meetings in September 2022 the Committee assumed • overseeing and advising the Board on 2022 and has an annual schedule of work, responsibility for the oversight of the the current risk exposures and future developed from its Terms of Reference Group’s Sustainability Framework   implementation and embedding, with   • overseeing the application of the risk standing items that it considers at each   meeting, in addition to any specific matters | The Risk and Sustainability Committee | • overseeing the management of key risks, | upon which the Committee has decided to | | --- | --- | --- | | maintains close links with the Audit | including strategic, operational, |  | | Committee, with the Chair of each | regulatory, conduct and data risks | September 2022 to include oversight of | |  |  | the Group’s Sustainability Framework, with | | This cross-membership and liaison | |  | • reviewing reports received from between the Committees, on agenda items The Risk and Sustainability Committee management, the Risk and Compliance and reports, facilitate effective linkage receives regular reports from the function and, where appropriate, between both Committees and ensure that  Internal Audit or third parties on the any matters relating to internal control and and the General Counsel and identification, management and financial reporting are considered in an    | in 2023 I, as Chair of the Risk and | • reviewing reports from the legal team | | --- | --- | | Sustainability Committee, will provide |  | | assurance to the Remuneration Committee |  | on the performance of the business and • receiving "deep dive" updates into control functions on an annual basis to  allow the Remuneration Committee to  satisfy itself on the appropriateness of its  Annual Report and Accounts 2022 ## 94 Moneysupermarket.com Group PLC Governance ### Committee activities in 2022 Committee priorities for 2023 Received reports from management on risks associated with the Focus on management of risks associated with the delivery of the strategic initiatives and received ad hoc reports relating to new   Approved the renaming of the Committee to the Risk and  Sustainability Committee and the updating of its Terms of  Reference to include oversight of the delivery of the Group’s    Group’s FCA Consumer Duty Plan preparation, recommending       Received reports on actions and progress against the Group’s risk Approve the Risk and Compliance plan and monitor   Received progress updates on management third-party oversight Provide assurance to the Remuneration Committee on the  performance of the business and control functions on an annual basis to allow the Remuneration Committee to satisfy itself on    Reviewed and approved the Risk and Compliance plan  Reviewed the resources and considered the effectiveness of the  Reviewed the conduct scorecards and oversaw related actions  ### Risk and Compliance      Sustainability Committee members without members of the executive present at the conclusion of each meeting to discuss  Annual Report and Accounts 2022 ## Moneysupermarket.com Group PLC 95 ### Risk and Sustainability Committee Report continued ### Risk and Compliance continued works, the frequency, who is responsible Risk and Sustainability  ### The Group has a Risk and Compliance plan, Committee effectiveness Quarterly reviews of controls are which defines the scope of the work that In 2022, we carried out an internal evaluation conducted by control owners to confirm the function will undertake, including of the Risk and Sustainability Committee's whether they have been operating compliance monitoring and assurance effectiveness which involved the completion correctly, they are mitigating the risk as  of a questionnaire, with the results being expected and they can be appropriately focused on extending and embedding the   Group risk framework to acquisitions and  controls are identified via assurance enhancing control in respect of data determined it continues to be effective in activities, actions are agreed to strengthen   them to ensure they continue to effectively  ### Principal and emerging risks Overview of Committee relevant Executive member attest to the ### The Committee undertook an assessment activities for 2023 effectiveness of their controls biannually of the Group’s principal and emerging  In 2023 the Committee will monitor the risks, including those which had the Compliance Team reports changes in the management of risks associated with the potential to impact delivery of our effectiveness of controls to the Executive delivery of the strategic initiatives, the   Group’s FCA Consumer Duty Plan and the  annual review of internal controls is Group’s sustainability and environmental uncertainties, including their type, link    Group’s response to regulatory change information, are provided on pages 66 ### Opportunities   market and the ongoing enhancement of   the Group’s cyber security and third-party underpins the strategy of the Group, as it is   only by understanding the level of risk the Provision 29, following a detailed review by Board is willing to take that we can identify This report was approved by the Board the Committee, the Directors can confirm   that the Group’s key risks have been Risk and Compliance function’s monitoring robustly assessed by management and and assurance of in-flight strategic  programmes enable the early detection  The key risks are managed by one or more regarding the principal and emerging Lesley Jones control owner across the Group and are  Chair of the Risk and  Board’s appetite in relation to its strategic  Controls are documented within a Control  15 February 2023 Brief, which summarises how the control Annual Report and Accounts 2022 ## 96 Moneysupermarket.com Group PLC ### Remuneration Committee Report Governance ## Incentivising our ## most valuable ## asset ## The Remuneration Committee’s key ##  ##  ##  ##  Rakesh Sharma Chair of the Remuneration Committee ### As a Committee we ensure that our remuneration framework continues to align with our Group strategy. ### How we performed in the year Net promoter score | Group revenue | Group adjusted EBITDA |  | | --- | --- | --- | | £387.6m | £115.5m | 72 | | (2021: £316.7m) | (2021: £100.5m) | (2021: 72) | ### How performance links to Executive Directors’ Annual Bonus Performance targets are set each year by the Remuneration Committee by reference to factors such as the budget and strategic objectives for the year, progress against the prior year and market expectations. Personal targets for 2022 included continued delivery of the Group strategy, leadership objectives and our focus on delivery at pace across the Group. ### Total remuneration received by our Executive Directors Board member Salary Taxable Benefits Pension Annual Bonus LTIP/Other Peter Duffy 1 CEO 592,300 23,313 29,615  0 Scilla Grimble 2 CFO 434,800 14,000 76,000  0 1 One-third of annual bonus deferred into shares. 2 Scilla Grimble was not entitled to an annual bonus for 2022 following her resignation. Annual Report and Accounts 2022 ## Moneysupermarket.com Group PLC 97 ### Remuneration Committee Report continued ### Number of meetings of the Dear Shareholder The Group is also a real living wage Remuneration Committee employer and implemented the most I am pleased to present the Directors’ recent increase immediately (employers Remuneration Report for the year ended have 8 months to implement) in order 31 December 2022, my first Directors’  Remuneration Report as Remuneration ## 5 | Committee Chair of Moneysupermarket. | Outside of the cost of living crisis, focus | | --- | --- | | com Group. James Bilefield stepped | areas for 2022 included our Diversity, | | down from the Board in May 2022, | Equity, Inclusion and Belonging strategy. | ### Quick facts  From a remuneration perspective we All members of the Committee  continued to focus on understanding the   drivers of gender and multi-ethnic pay gaps Non-Executive Directors. Remuneration Committee as Chair internally in order to take tangible action. Designate in October 2022 and assumed • Only members of the Committee ### the role of Chair of the Committee from Remuneration Policy review have the right to attend Committee January 2023. I would like to extend mine meetings. Other individuals may be Our existing Remuneration Policy was and the Board’s thanks to both James invited to attend meetings as and approved by shareholders at the 2020 and Sarah for their respective periods when appropriate, including the AGM. In line with the normal three-year chairing the Committee. | Chair of the Board, the CEO, the | | renewal cycle, we will be seeking | | --- | --- | --- | | CFO, the Chief People Officer, the |  | shareholder approval for a new Policy, | | Head of Reward, the General Counsel | during the entirety of the review of the |  | | and the Company Secretary and the | Directors’ Remuneration Policy (as | in 2023. | | external remuneration consultant. | discussed below), I have been involved in | | During the year, the Remuneration discussions both internally and with our • The members of the Remuneration Committee has undertaken a shareholders since my appointment to Committee can, where they judge it comprehensive review of the overall the Committee as Chair Designate, and necessary to discharge their remuneration framework to ensure that am fully supportive of the proposals which responsibilities, obtain independent it continues to be aligned with our I believe will support the implementation professional advice at the strategy and the interests of all of our of the Group’s strategy and the creation of Company’s expense. stakeholders. The outcome of this review sustainable shareholder value during the is that is that two key changes to the • The Committee’s Terms of Policy life cycle in what continues to be an Policy are proposed and these changes Reference were updated in unpredictable external market environment. are outlined below. December 2022 and are available ### on the Investor section of the Wider workforce context ### Introduction of Restricted Group’s website at http://corporate. Throughout 2022 the Committee has ### Share Awards moneysupermarket.com. been mindful of the challenging As a marketplace business, the Group is economic environment which has seen very reliant on end-market dynamics and ### Chair’s letter high inflation levels with lower paid these have experienced substantial levels Attendance for each of the Committee employees disproportionately impacted. of dislocation in recent years, including: | meetings can be found on page 74 in |  | | | | --- | --- | --- | --- | | the Corporate Governance section. | challenging time for many of our | 1. Our Travel-related business channels | | | | colleagues who are experiencing | | (insurance, car hire, holidays) were all | | 2022 highlights | significant increases to their cost of living. | | closed during the COVID-19 | pandemic and, whilst travel • Undertook a comprehensive review The Company has taken a number of insurance has now recovered, other of the Directors’ Remuneration actions during the year in response to this, Travel channels are still materially Policy in order to ensure that it including a £2,000 cost of living payment to impacted by continuing disruption. It continues to operate effectively and any colleagues earning below £55,000 p.a. is not currently possible to forecast aligns with the strategic priorities in September 2022 in order to support our when these will return to their and direction of the Group. lowest paid colleagues during this time, as pre-pandemic levels. well as regularly reviewing our benefits • Developed the proposed packages to ensure that they remain most 2. Our energy switching business is Remuneration Policy, including the appropriate for employees during this currently significantly depressed replacement of the existing LTIP period. In addition to an increase in the whilst market prices remain volatile with Restricted Share Awards. overall budget allocated to salary increases  • Reviewed and approved executive in the 2022 annual pay review, for the prior currently have extremely limited bonus outcomes for 2022, which year pay review (allocated in March 2022) visibility on when energy providers reflect the strong financial and we increased the proportion of the overall will come back to the market for strategic performance of the Group budget which is allocated to lower paid customer acquisition and hence over the year. employees such that junior employees when energy switching can resume. received a higher percentage increase 3. The general insurance related   colleagues earning under £40,000  received a minimum salary increase of contraction in the car and home £1,200. The salary increase budget for  2023 is 6.5%. we believe the impact of these regulatory reforms have since stabilised, there may be further regulatory changes that will   Annual Report and Accounts 2022 ## 98 Moneysupermarket.com Group PLC ###  Restricted Share Awards –  Governance term business model and in our ability post-employment shareholding guideline ### award parameters aligned to  so that Executive Directors will be required ### best practice unpredictable market backdrop, the to hold their full in-employment guideline The proposed parameters for the RSA Committee does not believe it is possible to for two years following cessation of awards fully align with established best set robust, fair and meaningful three-year employment, in line with the Investment practice guidance in the UK-listed market. financial targets under the LTIP. The Association’s guidance and best practice. Awards will be: Committee has therefore concluded that The Committee believes that RSAs in the LTIP is not currently functioning as • based on a “haircut” of 50% from current combination with the in-employment intended and that an alternative incentive LTIP award levels, resulting in awards of shareholding guideline and our model would be more appropriate at 87.5% of salary for the CEO and 75% of strengthened post-shareholding guideline  salary for the CFO; strongly aligns management with The Committee therefore believes that a shareholder interests, incentivising our • earned over a vesting period of three restricted share model (i.e. shares which Executives to make the best long-term years, followed by a further two-year are not subject to traditional performance decisions for the business. post-vesting holding period; conditions) will provide a more appropriate ### mechanism for the Group’s long-term • subject to robust underpins to provide 2022 remuneration outcomes share-based reward. an appropriate safeguard for our As described elsewhere in the Annual shareholders. Should any of the Report and Accounts, 2022 was a year Restricted Share Awards (RSAs) will provide underpins not be met, the Committee  a simple and transparent award which would consider whether, and to what   extent, a discretionary reduction in the remained in some of our main markets, long-term equity ownership. The vesting of awards was required particularly energy, the diversity of our Committee believes that, at this current (Committee discretion can be used only product offering proved a major strength time, a simpler pay structure, with less to reduce the vesting outcome). The in the face of such disruption. Our Money reliance on long-term performance underpins for 2023 are as follows: vertical performed robustly, with our conditions, and a greater focus on large – performance against the Group’s key brands providing useful advice and savings long-term shareholdings, will have a strategic priorities (including an ESG tips to millions of people amidst the cost of positive impact on investment, innovation, objective) over the vesting period;  long-term decision making and long-term estimated £1.8bn and MoneySavingExpert sustainable value creation. RSAs will – whether there is a material has become the foremost authority in the encourage management to make the best weakness in the underlying financial energy crisis. long-term decisions for the business. health or sustainability of the business. Factors such as, (but not  The RSAs will sit alongside our annual limited to), long-term revenue,  bonus plan, which will continue to drive profitability, cash generation and modernised marketing tech stack, with short-term performance against the dividend cash cover would be more of our products migrating to the new Group’s key financial and strategic considered; and Group tech platform, all connected to the objectives each year.   – whether there has been a materially improved PPC bidding capabilities and reward within the business, and therefore serious conduct, reputational or introduced our new MoneySuperMarket adopting RSAs at our Executive Director regulatory event which could have brand campaign. level will deliver alignment across the Group. been reasonably foreseen. Taking into account all of the above, the The appropriateness of RSAs will be kept Further details of the operation of the overall bonus outcome for Peter Duffy was under review and during the next review of  130.2% of base salary out of a maximum the Directors’ Remuneration Policy the and a full explanation of the Committee’s opportunity of 150% of salary i.e. 86.8% of Committee will assess whether greater decisions regarding the vesting of RSAs, maximum. The Committee considers that market visibility is evident and may seek to including assessment of the underpin this overall outcome is appropriate in the return to a performance-based long-term conditions, will be provided in the relevant context of the strong business scheme in the future. Directors’ Remuneration Report. performance (both financial and strategic) and wider stakeholder experience. In line The Remuneration Committee undertook an ### Post-employment with the existing Remuneration Policy, extensive consultation with our shareholders ###  one-third of this award will be deferred into and proxy voting agencies in respect of the Under the existing Policy, Executive shares which vest after two years. Further proposed framework and overall investors Directors must retain their full details of performance achieved are set out were generally supportive of the approach. in-employment shareholding guideline on page 114.  (200% of salary) for one year following took to provide their feedback as part of cessation of employment and 50% of    second year. Annual Report and Accounts 2022 ## Moneysupermarket.com Group PLC 99 ### Remuneration Committee Report continued ### 2022 remuneration outcomes Approach to remuneration Annual bonus opportunity levels are unchanged for 2023; Peter Duffy’s ### continued  maximum award is 150% of salary and Niall Scilla Grimble was not eligible for an Salary, pension and benefits McBride’s maximum award is 135% of annual bonus in respect of 2022 following Peter Duffy received a salary increase of 4% salary (pro-rated for time in role). her resignation. to £615,992 effective 1 January 2023. This is Restricted Share Awards below the average awarded to the wider The 2020 LTIP award was based on a workforce where a salary increase budget RSAs will operate in line with the proposed combination of stretching targets of adjusted  Remuneration Policy as outlined above, basic EPS, revenue and comparative total awarding Peter a salary increase for 2023, with award levels of 87.5% of salary for the shareholder return over the three-year the Committee was conscious of the CEO and 75% of salary for the CFO. Awards  continuing cost of living crisis which has will be subject to underpin conditions (as The targets for this award were set before disproportionately impacted our lower paid set out above) and should any of the the on-set of the COVID-19 pandemic and employees, therefore the increase awarded underpins not be met, the Committee given the disruption in the market during this was below the average level provided to the would consider whether, and to what period, these stretching targets have not wider workforce in order to reflect this. extent, a discretionary reduction in the been met. The Committee has not exercised Niall McBride joined the business on 20 vesting of awards was required. Further discretion in relation to the outcome. February and was therefore not eligible for details of the operation of the underpins a salary increase for 2023. for 2023 are set out on page 108. ### Chief Financial Officer transition As announced last year, Niall McBride was Pension and benefits will operate in line ### 2023 AGM appointed to the role of Chief Financial with the Remuneration Policy. All Executive  Officer on 20 February 2023, replacing Directors receive a pension contribution of shareholders as part of the review of the Scilla Grimble who stepped down from the 5% of salary, in line with that available to Remuneration Policy, listening carefully to Board on 17 February. Niall has been the wider workforce. a wide range of views, and incorporating appointed on a salary of £435,000 (in line Annual bonus feedback where we felt it was in the best with that paid to Scilla), his pension is During 2022 the Committee reviewed the  aligned with the wider workforce at 5% operation of the annual bonus, including submitting the Policy and Annual Report  the performance measures and relative on Remuneration to our shareholders at package are in line with the Policy. No  the 2023 AGM where the Policy will be additional awards were made to buy-out the financial measures of EBITDA and subject to a binding shareholder vote and forfeited remuneration. Niall will be eligible revenue (and their relative weightings the Report subject to an advisory for a pro-rated annual bonus in respect of  shareholder vote. I very much look forward 2023 (pro-rated for time in role) and will be appropriate, it is proposed to simplify the to receiving your support and will be granted an RSA award subject to the approach for non-financial measures in available to answer any questions. approval of the proposed Policy. order to improve the overall line of sight | Scilla is not eligible for an annual bonus in | for the senior leadership and the collective | | | --- | --- | --- | | respect of 2023 and will not receive an RSA | focus on driving the key strategic | | | award for 2023. Scilla’s remaining in-flight | objectives for the year. | | | LTIP awards have lapsed and any unvested | | Rakesh Sharma | For 2023, the non-financial measures have deferred bonus awards will vest in line with Chair of the Remuneration Committee been simplified as follows: 5% based on the original timescales. Scilla will also be 15 February 2023 each of customer and ESG measures, with subject to the post-employment shareholding 20% based on shared strategic objectives. guideline within our 2020 Policy. Personal objectives have been replaced with collective strategic objectives in order to create a collective focus on collaboration and delivering the key priorities for the Group during the year. For 2023 the shared strategic objectives have been focused on strategic, technology operations and leadership objectives. The Committee is conscious that the weighting on ESG has been reduced relative to previous years, however given that progress against our ESG objectives is included as part of the strategic underpin for the Restricted Share Awards, on balance, we believe that sufficient focus is placed on ESG. Annual Report and Accounts 2022 ## 100 Moneysupermarket.com Group PLC ### Directors’ Remuneration Policy meetings during the year. Input was • introduction of Restricted Share Awards Governance received from the Company Chair and (RSAs) under the Company’s Restricted Set out below is the Company’s Directors’ management while ensuring that conflicts of Share Plan in place of the LTIP to better Remuneration Policy, which will be put to a interest were suitably mitigated. Input was support the Company’s strategy. binding shareholder vote and become also provided by the Committee’s appointed formally effective from the 2023 Annual • strengthened post-employment independent advisers throughout the General Meeting. shareholding guidance, with Executive process. The Committee also sought Directors required to hold their full The design and implementation of the feedback from shareholders and feedback in-employment guideline for two years Remuneration Policy is the responsibility of has been reflected in final proposals. following cessation, in line with the Company’s Remuneration Committee.  ### Further information on the composition Changes from the and operation of the Remuneration Other minor changes have been made to ###  Committee is set out on page 74 and 98. the wording of the Policy to aid operation The key changes to this Remuneration and to increase clarity. | In developing the proposed Policy, the | Policy, from the previous Policy approved | | --- | --- | | Committee followed a robust process which | by shareholders at the 2020 AGM, and as | | included discussions on the content of the | described in the Chair’s introductory | | Policy at Remuneration Committee | statement, are as follows: | ### Remuneration Policy table Base salary Purpose and link To provide competitive fixed remuneration to attract and retain Executive Directors of the calibre  required to deliver the business strategy for shareholders. Operation The base salary for Executive Directors will normally be reviewed annually by the Committee. Individual salary adjustments may take into account each Executive Director’s performance and experience in role, changes in role or responsibility, the Group’s financial performance, and external market data. Maximum There is no prescribed maximum base salary or maximum salary increase. Salary increases are ordinarily in line with the broader employee population but increases may be above this level in certain circumstances, for example, an increase in the scale, scope or responsibility of the role, an increase in the size and complexity of the Company, developments in the wider competitive market or significant change in market practice and other exceptional circumstances. Current base salary levels are set out on page 107. Performance targets No specific targets although the Committee will take into account individual performance when considering salary increases. Pension Purpose and link To provide an appropriate retirement benefit that is competitive in the relevant market.  Operation Executive Directors may participate in the Company’s defined contribution pension scheme and/or receive salary supplements, or such other allowance as the Committee considers appropriate. Maximum Maximum contribution or cash supplement in line with that available to the majority of the wider workforce (currently 5% of base salary). Performance targets Not applicable. Benefits Purpose and link To provide market competitive benefits.  Operation Current benefit provision includes a car allowance, life insurance and private medical insurance. Other benefits may be provided where appropriate including, for example, one-off or on-going relocation benefits, travel expenses and reimbursed business expenses (including any associated tax liability) incurred when travelling in performance of duties. Maximum There is no prescribed maximum monetary value for benefit provision. Benefits are set at a level which the Committee determines is reasonable and appropriate and the value may vary depending on the benefit provided and the market cost of the benefit given the individual’s personal circumstances. Performance targets Not applicable. Annual Report and Accounts 2022 ## Moneysupermarket.com Group PLC 101 ### Remuneration Committee Report continued ### Remuneration Policy table continued Annual bonus Purpose and link Incentivises the delivery of stretching financial, operational and strategic performance. Deferral into  Moneysupermarket.com Group PLC shares increases long-term alignment with shareholders. Operation The annual bonus is based on performance against performance targets set by the Committee. A proportion of any annual bonus earned (at least one-third) will normally be deferred into an award  awards will normally vest at least two years after grant. The remainder will be paid in cash following the year end. Malus and clawback provisions apply for a period of two years following the payment of a cash bonus and the grant of any DBP award. Maximum The maximum annual bonus opportunities in respect of a financial year will be: • CEO: 150% of base salary; and • CFO: 135% of base salary.  maximum annual bonus opportunity in respect of a particular financial year is up to 200% of base salary. Performance targets Payment is determined by reference to performance assessed over a financial year. The Committee shall determine performance measures for the bonus each year which the Committee considers to be aligned to the strategy and the creation of shareholder value. These may include financial measures and other metrics linked to the delivery of the business strategy, operations or personal performance targets. The Committee determines the weightings of the performance measures each year. The overall framework will normally be weighted towards financial measures of performance. The performance measures and weightings for the 2023 financial year are shown on page 107. The Committee retains discretion to use different or additional measures or weightings in future years to ensure that the bonus framework appropriately supports the business strategy and objectives for the relevant year. Performance targets are set each year by the Committee by reference to factors such as the budget and strategic objectives for the year and market expectations. Pay-out will be based on a scaled performance target schedule, with the level of pay-out in aggregate for threshold performance being no higher than 15% of the maximum. The target schedule will normally be disclosed retrospectively in the Annual Remuneration Report. The Committee has the discretion to adjust performance targets for any exceptional events that may occur during the year. In addition, the Committee may determine that it is appropriate to adjust the bonus payouts outcome if, for example, outcomes are not considered to be reflective of underlying performance of the business or the performance of the individual, where performance targets are no longer considered appropriate or where the outcome is not considered appropriate in the context of the experience of shareholders or other stakeholders. Annual Report and Accounts 2022 ## 102 Moneysupermarket.com Group PLC Governance  Purpose and link To reward our Executive Directors for driving the sustainable long-term growth of the Company   Operation Awards will normally vest at the end of a three-year period, subject to continued employment  Following vesting, an additional two-year holding period will normally apply, such that vested shares  Malus and clawback provisions apply until 2 years from the date of vesting. Maximum Under normal circumstances, the maximum award levels granted in respect of a financial year will be: • CEO: 87.5% of base salary; and • CFO: 75% of base salary. Under exceptional circumstances (as determined by the Committee), the maximum award level that  Performance targets No specific performance conditions are required for the vesting of RSAs, although the awards will normally be subject to one or more underpin conditions over the vesting period. Should any of the underpins not be met, the Committee would consider whether a discretionary reduction in the vesting of awards was required. The underpins applying to each award will be determined by the Committee each year but may include measures related to key financial, strategic, governance, ESG or share price metrics. In addition, the Committee may determine that it is appropriate to reduce the vesting outcome if, for example, outcomes are not considered to be reflective of underlying performance of the business or the performance of the individual, where underpins are no longer considered appropriate or where the outcome is not considered appropriate in the context of the experience of shareholders or other stakeholders. All employee share plans Purpose and link To encourage wider employee share ownership and thereby increase alignment with shareholders.  Operation Executive Directors are eligible to participate in all employee share plans, which are offered on similar terms to all employees, such as HMRC-approved Sharesave plans and Share Incentive Plans. Maximum The maximum which applies to all employees, which includes the limits for any HMRC-approved plans, are as defined by HMRC from time to time. Performance targets Not applicable. Share ownership guidelines Purpose and link To increase long-term alignment between Executives and shareholders, including after they have  stepped down from the Board. Operation In-employment Executive Directors are normally expected to build up and maintain a substantial holding of Moneysupermarket.com Group PLC shares of 200% of base salary. To achieve this, Executive Directors are normally expected to retain 50% of the net of tax vested legacy LTIP shares and RSA shares until the guideline is met. Unvested deferred bonus shares, unvested RSAs subject to an underpin and vested RSA shares or legacy LTIP shares subject to a holding period will count towards the guideline (on a net of tax basis). Post-employment Following stepping down from the Board, Executive Directors will normally be expected to maintain a minimum shareholding of 200% of salary (or their actual shareholding on cessation if lower) for 2 years. The Committee retains discretion to waive this guideline if it is not considered to be appropriate in the specific circumstance. Maximum Not applicable. Performance targets Not applicable. Annual Report and Accounts 2022 ## Moneysupermarket.com Group PLC 103 ### Remuneration Committee Report continued ### Remuneration Policy table continued Non-Executive Director fees Purpose and link To provide market competitive fees which reflect the time commitment and responsibilities of each role.  Operation The fees for the Non-Executive Directors (excluding the Chair) are determined by the Board and comprise a base fee with additional fees payable to reflect additional responsibilities or time commitment. The fees for the Chair are determined by the Committee and are structured as a  Fees may be reviewed on an annual basis. The Non-Executive Directors do not participate in any Company pension arrangements, nor do they currently receive any benefits. Non-Executive Directors may be reimbursed for business expenses (and any associated tax liabilities) incurred when travelling in performance of duties. Additional benefits may be introduced if considered appropriate. Maximum There is no prescribed maximum annual increase. The Board is guided by increases for the broader employee population but on occasions may need to recognise, for example, an increase in the scale, scope or responsibility of the role, as well appropriate market data. Current fee levels are set out on page 108 and will not exceed the aggregate maximum levels set out  Performance targets Not applicable. Non-Executive Directors do not participate in variable pay arrangements. Notes: (1) Awards under any of the Company’s share plans referred to in this report may: a) be granted as conditional share awards or nil-cost options or in such other form that the Committee determines has the same economic effect; b) incorporate the right to receive an amount (in cash or additional shares) equal to the value of dividends which would have been paid on the shares under an award that vest up to the time of vesting. Under the DBP this amount may be calculated assuming that the dividends have been reinvested in the Company’s shares on a cumulative basis; c) be settled in cash at the Committee’s discretion (this provision would only be applied for Executive Directors in exceptional circumstances); and d) be adjusted in the event of any variation of the Company’s share capital or any demerger, delisting, special dividend or other event that may affect the Company’s share price. (2) The choice of the performance measures applicable to the annual bonus reflects the Committee’s belief that any incentive compensation should be appropriately challenging and aligned to the Group’s financial and strategic objectives, and the creation of shareholder value. Underpins applying to RSAs have been selected as they are considered to be an appropriate measure of the success of the business over the period. (3) Malus and clawback provisions exist on all variable components of the package. The Committee has discretion to reduce the vesting of a DBP award or RSA prior to vesting and/ or require the participant to return the value of the cash bonus, DBP award or RSA which has been received (within the timescales shown in the table) in certain circumstances. These circumstances include, in summary: a misstatement of financial results; an error in the assessment of a performance underpin; a significant breach of regulatory obligations; misconduct justifying summary dismissal; corporate failure; being responsible for a failure of risk management; contributing to a material loss for the Company or any member of the Group; or acting in a manner which has (or could have) caused serious reputational damage to the Company or any member of the Group. (4) The Committee reserves the right to make any remuneration payments and payments for loss of office (including exercising any discretions available to it in connection with such payments) notwithstanding that they are not in line with the Policy set out above where the terms of the payment were agreed (i) before the Policy set out above came into effect provided that the terms of the payment were consistent with any shareholder-approved Directors’ Remuneration Policy in force at the time they were agreed or (ii) at a time when the relevant individual was not a Director of the Company or other person to whom this policy applies and, in the opinion of the Committee, the payment was not in consideration for the individual becoming a Director of the Company or other such person. For these purposes “payments” includes the Committee satisfying awards of variable remuneration and, in relation to an award over shares, the terms of the payment are “agreed” at the time the award is granted. (5) The Committee may make minor amendments to the Policy (for regulatory, exchange control, tax or administrative purposes or to take account of a change in legislation)  (6) References in this Policy to Executive Directors includes any other individual who is required to be treated as an Executive Director under the applicable regulations. Annual Report and Accounts 2022 ## 104 Moneysupermarket.com Group PLC ### Illustrations of Application of Remuneration Policy Governance The chart below illustrates how the composition of the Executive Directors’ remuneration packages varies at different levels   Chief Executive Officer Chief Financial Officer £2,403k £2,500k £2,500k £2,133k 34% £2,000k £2,000k 25% £1,671k £1,629k £1,439k 32% | £1,500k £1,500k | | | | | | 35% | | --- | --- | --- | --- | --- | --- | --- | | | | 43% | 38% | | | | | | | | | £1,145k | 26% | | | £1,000k £1,000k | 28% | | | 33% | | | | | | | | | 41% | 36% | £670k 26% £471k 100% 40% 31% 28% £500k £500k 100% 41% 33% 29% 0 0 | Minimum Minimum | Mid MidMaximum MaximumMaximum | | | Maximum | | --- | --- | --- | --- | --- | | | | | (+50% | (+50% | | | | increase in | | increase | | | | | share | in share | | | | | price) | price) |    Notes: (1) Minimum includes the value of fixed pay components – annual base salary effective in 2023; pension (5% of base salary) and benefits (based on 2022 actual). (2) Mid includes fixed pay; an annual bonus of 50% of maximum and full vesting of RSAs. (3) Maximum includes fixed pay; maximum annual bonus (CEO: 150% of salary, CFO 135% of salary) and full vesting of RSAs (CEO: 87.5% of salary, CFO: 75% of salary). (4) Maximum (+50% increase in share price) includes fixed pay; maximum annual bonus (CEO: 150% of salary, CFO 135% of salary) and full vesting of RSAs (CEO: 87.5% of salary,  ### Service agreements for Executive Directors The service agreements of the Executive Directors are not fixed term and are terminable by either the Company or the Director on  in lieu of 12 months’ notice. Under these service agreements, the Committee has discretion to make such payments on a phased basis, subject to mitigation. ### Approach to leavers In calculating the amount payable to a Director on termination of employment, the Committee would consider the circumstances on   Company’s share plans will be determined based on the relevant plan rules. The following table summarises the leaver provisions under each incentive plan. Annual Report and Accounts 2022 ## Moneysupermarket.com Group PLC 105 ### Remuneration Committee Report continued ### Approach to leavers continued Plan Summary of leaver provisions Annual The default treatment is that an annual bonus with respect to performance in the financial year of cessation, or any bonus annual bonus in respect of prior financial years which has not yet been paid at the date of cessation of employment,  If the Committee determines that it is appropriate, an annual bonus may be payable with respect to performance in the financial year of cessation (pro-rated for time, unless the Committee determines otherwise) and in respect of any annual bonus for prior financial years which had not yet been paid at the date of cessation of employment. The Committee retains discretion to deliver any such bonus solely in cash and to pay it at the normal date. DBP Awards will normally continue to vest on the original vesting date, subject to the clawback provisions (unless the individual is summarily dismissed in which case DBP awards will lapse). RSAs The default treatment is that any unvested awards lapse on cessation of employment. However, in certain circumstances, such as death, ill health, injury, disability, retirement, the sale of the participant’s employing company or business out of the Group, or in any other circumstances at the discretion of the Committee, ‘good leaver’ status may be applied. For good leavers, awards will normally vest on their normal vesting date, to the extent the Committee determines taking into account the satisfaction of the relevant underpins and, unless the Committee determines otherwise, the proportion of the vesting period served. In the case of death, awards will vest immediately, to the extent the Committee determines, taking into account the satisfaction of the relevant underpins. RSAs granted in the form of nil-cost options may be exercised for six months following vesting, or such other period  For both DBP awards and RSAs, the Committee retains discretion to vest/release awards before the end of the original vesting period where appropriate (e.g. in circumstances of death). On a change of control of the Company, unvested awards under the DBP would vest. Unvested RSAs would normally vest, taking into account the extent to which any underpin conditions have been satisfied at that time and, unless the Committee determines otherwise, the proportion of the vesting period which has elapsed. The Committee reserves the right to make any other payments in connection with a Directors’ cessation of office or employment where such payments are made in good faith in discharge of an existing legal obligation (or by way of damages for breach of such an obligation) or by way of settlement or compromise of any claim arising in connection with the termination of a Director’s office or employment. Any such payments may include but are not limited to paying any fees for outplacement assistance and for the Directors’ legal and/or professional advice fees in connection with his cessation of office or employment. Incidental expenses may also be payable where appropriate. ### Approach to recruitment and promotions The remuneration package for a new Executive Director, including the maximum level of variable remuneration, would be set in accordance with the terms of the Company’s Remuneration Policy table above. Salaries would be set at an appropriately competitive level  market salary to allow for growth in the role, larger increases may be awarded to move salary positioning closer to typical market level as the Executive Director gains experience.  to the Company, the Committee may offer compensatory payments or awards to facilitate recruitment. Any such payments or awards would be in such form as the Committee considers appropriate to be in the best interests of the Company and would, where appropriate, reflect the nature, time horizons and performance requirements attaching to that remuneration. There is no limit on the value of such compensatory awards, but the Committee’s intention is that broadly the value awarded would be no higher than the value forfeited. For an internal Executive Director appointment, any variable pay element awarded in respect of the prior role may be allowed to pay out according to its terms. In addition, any other continuing remuneration obligations existing prior to appointment may continue. For external and internal appointments, the Committee may agree that the Company will meet certain relocation and/or incidental expenses as appropriate. ### Other appointments The Executive Directors may accept outside appointments, with prior Board approval, provided these opportunities do not negatively  remitted to the Company will be considered on a case by case basis. ### Non-Executive Directors Non-Executive Directors are appointed under arrangements that may generally be terminated by either the Company or the Director on up to three months’ notice and their appointment is reviewed annually. The remuneration package for a newly appointed Non-Executive Director would normally be in line with the structure set out in the Remuneration Policy table. ### Differences from the remuneration policy for other employees The remuneration policy framework for other employees is based on broadly consistent principles as described in the Policy table above. Annual Report and Accounts 2022 ## 106 Moneysupermarket.com Group PLC Governance All Executives and senior managers are generally eligible to participate in an annual bonus plan, based on consistent performance measures and targets. Participation in RSAs, or in other share-based plans, is extended to Executives and certain senior managers which may be on different terms to participation by Executive Directors. Individual salary levels and percentage levels of awards in the annual bonus and RSAs vary according to employees' level of responsibility. All UK-based employees are eligible to participate in the Company's HMRC approved Sharesave plan on similar terms. ### Consideration of shareholder views The Committee undertook an engagement with major shareholders in respect of the changes to the Remuneration Policy and the feedback received was taken into account in finalising the proposals. During each year, the Committee considers shareholder feedback received in relation to the Annual General Meeting (AGM), plus any additional feedback received during any meetings from time to time. The Committee also regularly reviews the policy in the context of published shareholder guidelines. ### Consideration of employment conditions elsewhere in the Group The Committee considers the pay and conditions of employees throughout the Company when determining the remuneration arrangements for Executive Directors, and is provided with relevant information and updates by the management. The Company regularly carries out engagement surveys which enable employees to share their views with management. To the extent that employees are shareholders, they can vote on Directors' remuneration at the AGM. ### Implementation of the Remuneration Policy for the year ending 31 December 2023 A summary of how the proposed Directors' Remuneration Policy will be applied during the year ending 31 December 2023 is set out below. #### Base salary The Remuneration Committee has determined base salaries for the Executive Directors, with effect from 1 January 2023, as set out below. | Board member | 2023 £ | 2022 £ | % increase | | --- | --- | --- | --- | | Peter Duffy | 615,992 | 592,300 | 4% | | Niall McBride (from 20 February 2023) | 435,000 | — | — | The Group's budgeted salary increase pot for employees for 2023 is 6.5%. When awarding Peter Duffy a salary increase for 2023, the Committee was conscious of the continuing cost of living crisis which has disproportionately impacted our lower paid employees, therefore the increase awarded was below the average level provided to the wider workforce in order to reflect this. Scilla Grimble's salary during 2022 was £434,800 and she did not receive a salary increase for 2023 following her resignation. Niall McBride joined the business on 20 February 2023 and was therefore not eligible for a salary increase for 2023. #### Pension All Executive Directors receive a pension contribution of 5% of base salary in line with that available to the wider workforce. Scilla Grimble previously received a fixed pension allowance of £76,000 which represented 17.5% of base salary – in line with shareholder guidance, this has been reduced for 2023 to align with that available to the wider workforce (5% of base salary). #### Annual bonus For the year ending 31 December 2023, the maximum annual bonus opportunities will be in line with the Policy, as shown in the following table: | | % of salary | | --- | --- | | Peter Duffy | 150% | | Niall McBride (pro-rated for time in role) | 135% | Scilla Grimble is not eligible for an annual bonus in respect of 2023. Awards will be determined based on a balanced combination of financial and non-financial performance, directly aligned to our KPIs and strategic objectives. For 2023, the Board will continue to focus on adjusted EBITDA and revenue growth as key financial metrics for our strategic delivery. As set out earlier, we have simplified the weightings of the non-financial performance measures and individual objectives have been replaced by shared strategic objectives. For 2023 the shared strategic objectives will focus on delivering against the strategy to help households save money; continuous development of advanced data capabilities; common technology solutions; scalable platforms and build out of a strong cyber framework and environment; and leadership of an effective and engaged organisation. We have also retained our customer and Group-wide ESG (Diversity & Inclusion) metrics – both of these metrics align to the Group's strategic objectives and KPI reporting (see page 57). D&I performance will be assessed by the Committee at the year-end taking into account the Company's overall delivery of key D&I objectives and our progress towards key objectives. The weightings for the various metrics are set out below: | | Weighting (% of bonus) | | --- | --- | | Adjusted EBITDA | 50% | | Revenue growth | 20% | | Customer | 5% | | ESG: Diversity & Inclusion | 5% | | Shared strategic objectives | 20% | Maximum bonus will only be payable when performance has significantly exceeded expectations. The Committee believes that the underlying targets are commercially sensitive and cannot be disclosed at this stage. To the extent that they are no longer commercially sensitive, they will be disclosed in next year's Report. Annual Report and Accounts 2022 Moneysupermarket.com Group PLC 107 Remuneration Committee Report continued # Annual bonus continued In line with the Remuneration Policy, one-third of any bonus earned will be deferred into Moneysupermarket.com Group PLC shares for a period of two years. # Restricted Share Awards The Committee intends to make the first awards of RSAs to Executive Directors shortly after the completion of the 2023 AGM (subject to shareholder approval of the Policy and plan). For the year ending 31 December 2023, RSAs will be in line with the proposed Policy, as shown in the following table: | | % of salary | | --- | --- | | Peter Duffy CEO | 87.5% | | Niall McBride CFO | 75% | Scilla Grimble will not receive an award of RSAs for 2023. Awards will be subject to a three-year vesting period followed by a two-year holding period. No specific performance conditions are required for the vesting of RSAs, although the awards will be subject to underpin conditions. Should any of the underpins not be met, the Committee would consider whether, and to what extent, a discretionary reduction in the vesting of awards was required. The underpins for 2023 are as follows: - performance against the Group's key strategic priorities (including our ESG objectives) over the vesting period; - whether there is a material weakness in the underlying financial health or sustainability of the business. Factors such as, (but not limited to), long-term revenue, profitability, cash generation and dividend cash cover would be considered; and - whether there has been a materially serious conduct, reputational or regulatory event which could have been reasonably foreseen. In addition, the Committee may determine that it is appropriate to reduce the vesting outcome if, for example, outcomes are not considered to be reflective of underlying financial or non-financial performance of the business or the performance of the individual, or where the outcome is not considered appropriate in the context of the experience of shareholders or other stakeholders. When considering this the Committee will also take into account whether management have been considered to benefit from any 'windfall gains' during the vesting period which misalign their remuneration outcomes with the experience of the wider shareholder base. The Committee has selected the three underpins outlined above to reflect a good overall balance and safeguard the financial stability of the business whilst providing sufficient focus on our strategic priorities, ESG performance and regulatory compliance. When assessing whether the strategic underpin has been met the Committee may consider whether appropriate progress has been made against a wide range of key strategic priorities and initiatives of the Group over the three-year period (including those which are developed during this period) including: - efficient acquisition – development of our brands and focus on search engine optimisation; - retain and grow – simplification and improvement of the user experience; - expand our offer – optimisation, integration and extension of Quidco and further expansion into mortgages; - climate – the Group's commitment to become operational net zero by 2030 and to remain Beyond Carbon Neutral; and - diversity and inclusion – initiatives to improve diversity and inclusion in the business, as well as employee engagement, work-life balance and employee wellbeing. Similarly with the financial health underpin, the Committee may consider a range of factors such as (but not limited to), long-term revenue, profitability, cash generation and dividend cash cover throughout the vesting period. The Committee has not set specific thresholds for these metrics below which RSAs would be scaled back, as it considers that it is important that we continue to retain flexibility to assess performance in the round taking into account the market circumstances and all other relevant factors. The Committee takes the role of the underpin (to act as a safeguard against payment for underperformance) seriously and would actively use it to scale back awards where it did not consider that the full vesting of the RSAs was appropriate. A full explanation of the Committee's decisions regarding the vesting of RSAs, including assessment of the underpin conditions will be provided in the relevant Directors' Remuneration Report. # Non-Executive Directors The fees for the Non-Executive Directors for 2023 will be increased in line with the increase given to the Executive Director as follows: | Board member | 2023 £ | 2022 £ | % increase | | --- | --- | --- | --- | | Chair | **268,871** | 258,530 | 4 | | Base fee | **65,129** | 62,624 | 4 | | **Additional fees:** | | | | | Senior Independent Director | **16,068** | 15,450 | 4 | | Committee Chair fee | **11,783** | 11,330 | 4 | | Committee membership fee per Committee | **1,607** | 1,545 | 4 | | Employee Champion fee | **8,034** | 7,725 | 4 | 108 Annual Report and Accounts 2022 Moneysupermarket.com Group PLC ###  Governance Directors’ remuneration for the year ended 31 December 2022 was as follows: | | | Taxable | | | | | | | | Annual | | | Vesting | | | Total | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | 1 | | | 2 | | | | | 3 | | | | | | | Salary/fees | |  | | |  | | | Total fixed | |  | | | LTIPs | | variable | | Total | | | (£) | | (£) | | | (£) | | | (£) | | (£) | | | (£) | | (£) | (£) | Peter Duffy 2022 592,300 23,313 29,615 645,228 771,431 0 771,431 1,416,659 2021 575,000 18,690 28,750 622,440 162,202 0 162,202 784,642 Scilla Grimble 2022 434,800 14,000 76,000 524,800 — 0 — 524,800 2021 399,100 14,000 76,000 489,100 130,059 0 130,059 619,159 Robin Freestone 2022 258,530 — — 258,530 — — — 258,530 2021 251,000 — — 251,000 — — — 251,000 James Bilefield (leaver 31 May 2022) 2022 32,745 — — 32,745 — — — 32,745 2021 76,300 — — 76,300 — — — 76,300 Sally James (leaver 5 May 2022) 2022 32,771 — — 32,771 — — — 32,771 2021 91,300 — — 91,300 — — — 91,300 Sarah Warby 2022 81,792 — — 81,792 — — — 81,792 2021 74,300 — — 74,300 — — — 74,300 Caroline Britton 2022 88,181 — — 88,181 — — — 8 8,181 2021 74,800 — — 74,800 — — — 74,800 Supriya Uchil 2022 68,804 — — 68,804 — — — 68,804 2021 66,800 — — 66,800 — — — 66,800 Lesley Jones (appointed 1 September 2021) 2022 73,671 — — 73,671 — — — 73,671 2021 21,767 — — 21,767 — — — 21,767 Rakesh Sharma (appointed 3 October 2022) 2022 19,557 — — 19,557 — — — 19,557 2021 — — — — — — — — Total 2022 1,683,151 37,313 105,615 1,826,079 771,431 — 771,431 2,597,510 2021 1,630,367 32,690 104,750 1,767,807 292,261 — 292,261 2,060,068 1 Taxable benefits for the Executive Directors incorporate all benefits and expense allowances arising from employment and relate to the provision of a car allowance and  2 Pension payments reflect defined contribution and/or salary supplement arrangements. The Company provided salary supplements for our Executive Directors during 2022. 3 Annual bonus – the amounts shown in the table above represent the full value of the annual bonus earned in respect of the year. One-third of any amount shown is deferred  ### Annual bonus Maximum bonus entitlement for the year ended 31 December 2022 as a percentage of base salary was 150% for Peter Duffy and 135% for Scilla Grimble for the achievement of stretching targets specific to growth in revenue, adjusted EBITDA, Diversity & Inclusion and customer satisfaction (YouGov Brand Index) as well as specific personal objectives. The performance targets, weightings, and actual performance against those targets for Peter Duffy are set out below. Scilla Grimble  Annual Report and Accounts 2022 ## Moneysupermarket.com Group PLC 109 ### Remuneration Committee Report continued ### Annual bonus continued Payout | | | (% of | | Peter | | --- | --- | --- | --- | --- | | | Performance targets | maximum) | | Duffy | | Group | £366.6m 0%  | | | 20% | | revenue | | | (% of bonus) | | £374.3m 33% £381.9m 67% £397.2m 100% £387.6m Actual Payout 79% (% of maximum) Group £101.5m 17%  50% adjusted (% of bonus) EBITDA £105.1m 44% £108m 67% £114.5m 100% £115.5m Actual Payout 100% (% of maximum) Customer Measured by ranking NPS results (from the YouGov Brand Index survey)  7% satisfaction with MSE and MSM as standalone brands, versus the peer group. (% of bonus) Achievement of stretch as both brands reached 1 and 2 positions Actual Payout 100%  (% of maximum) Diversity & Increase the multi-ethnic colleague representation average (self-declaring from  7% Inclusion  (% of bonus) benchmark of 15.2% (Measured by Threshold: 14.8%; Target: 15.2% Stretch: 15.6%) . Significant progress on our D&I agenda was made (see below), however staff exits meant that the threshold target of 14.8% was not hit. Achievements to improve the diversity of talent at all levels, create an inclusive, fair and equitable environment  • collected data from the Quidco acquisition and when included, our end of year multi-ethnic metric is an average of 14.2% for the year and 14.3% in December 2022); •  2021 benchmark of 40% women in senior leadership roles: 66.7% of our Non- Executive Directors were female; 44.4% of our Executive were female and; 51.2% of our Executive -1 were female; • overall commitment dimension in our latest engagement survey +11 points from November 2021); • 80.7% ethnicity disclosure rate (including Quidco) across MSM and MSE at  • trained 101 leaders in inclusive language via our partner UNLRN; and Payout • recognised at number 33 in the Inclusive Top 50 UK Employer List 2022, as (% of | | | measured by Inclusive Companies. | maximum) 0% | | | --- | --- | --- | --- | --- | | Personal The personal targets were set individually for each Executive Director based on the | | |  | 16% | | | key objectives for the year in their area of responsibility, and include a shared | | (% of bonus) | | | | objective related to D&I – see tables below. | | Payout | 87.5% | (% of maximum) Total Payout 86.8% (% of maximum) Payout 130.2% (% of salary) Annual Report and Accounts 2022 ## 110 Moneysupermarket.com Group PLC In accordance with the Remuneration Policy, to ensure fair and consistent performance measurement, the Group financial performance Governance targets may be adjusted to reflect exceptional one-off and unanticipated items. No adjustments were made. In line with the Directors’ Remuneration Policy, one-third of Peter Duffy’s bonus award was deferred into shares for two years, with the balance paid in cash. The personal targets set for Peter Duffy were based on key areas of strategic focus for the year. The table below highlights the key objectives and achievements against those personal targets. Peter Duffy Maximum opportunity Objective (% of salary) Performance outcome and key achievements Leadership delivery, at pace 12% The benefits of Peter’s highly accessible leadership style were demonstrated in the annual engagement survey, where significant improvements were made across nearly all metrics, but particularly colleagues’ understanding  The strategy began to deliver, with big progress on re-platforming our technology, particularly the areas of data, marketing technology, aggregation and question sets. There was an equally large focus on improving our cyber posture. This is all change which is hard to deliver, but has broadly been delivered on time and within planned budgets; it sets us up well for future consumer-facing innovation and delivery. As processes improved and became more automated, Peter’s continued drive for a leaner more integrated and efficient organisation saw the closure of two offices and further reduction in headcount, which like for like is now 26% less than when he joined the Group in 2020.  hiring hitting over 20%; and the delivery of an exciting colleague-inclusion programme, staff exits meant that the overall threshold of 14.8% of the population self-declaring from a multi-ethnic background was not hit. Execution and Focus 12% Across the year, last year’s acquisitions (CYTI, ITG and Quidco) were  appropriate, deeper integrations are in train. The MSE app was soft-launched, as was the MSE Compare + car insurance proposition, the Moneysupermarket Price Guarantee, new tenancy and data enrichment propositions for providers as well as ongoing improvements in the marketing programmes of all brands. Significant improvements to our cyber posture were delivered moving to an overall EY audited score of 3.4   Peter brings a more ‘tech’ type delivery culture which is embedding into   Annual Report and Accounts 2022 ## Moneysupermarket.com Group PLC 111 ### Remuneration Committee Report continued ### Vesting of LTIP awards The LTIP award granted on 28 March 2020 was based on performance to the year ended 31 December 2022. The performance targets for this award, and actual performance against those targets, was as follows: Metric  Performance condition Threshold Maximum Actual Vesting % Vesting 20% 100% | Compound annual | 50% Compound annual growth in adjusted | | 5% 15% (7)% 0% | | --- | --- | --- | --- | | growth in adjusted | | earnings per share from 1 January 2020 to 31 | | | earnings per share | | December 2022. | | | Compound | 30% Compound annual growth in Group revenue | | 4% 9% 0% 0% | |  | | from 1 January 2020 to 31 December 2022. | |  Comparative total 20% Comparative total shareholder return against Median Upper Below 0% shareholder return the constituents of the FTSE 250 Index quartile median (excluding Investment Trusts) from 1 January 2020 to 31 December 2022. Comparative total shareholder return measured with a three- month average at the start and end of the performance period. Total vesting 0% Note: Vesting is determined on a straight-line basis between threshold and maximum. ###  During the year, the following share awards were made to the Executive Directors: % of maximum Face value that would vest 1  at threshold Vesting determined Executive Director Type of award Basis of award granted £ performance by performance over Peter Duffy 2022 LTIP 175% of salary £1,036,523.32 20% Three financial years to 31 December 2024 Scilla Grimble 2022 LTIP 150% of salary £652,199.18 20% 1 Face value for the LTIP awards was determined using the average share price over the preceding five trading days prior to the date of grant. The grant date was 31 March 2022 with an average share price of £1.9880. The performance targets for the 2022 LTIP awards are as follows:  Metric (% of award) Performance condition Threshold Maximum Vesting (% of maximum) 20% 100% Compound annual growth 50% Compound annual growth in adjusted basic EPS over 5% 15% in adjusted earnings   | Compound annual growth | 30% Compound annual growth in Group revenue over the | | | 4% 9% | | | --- | --- | --- | --- | --- | --- | | in Group revenue | | three-year performance period. | | | | | Comparative total | 20% Comparative total shareholder return against the | | Median Upper | | | | shareholder return | | constituents of the FTSE 250 Index (excluding Investment | | | quartile | Trusts) over the three-year performance period. Three- month averaging is applied at the start and end of the performance period. Note: Vesting is determined on a straight-line basis between threshold and maximum. ###  There were no payments to past Directors during the year. Annual Report and Accounts 2022 ## 112 Moneysupermarket.com Group PLC ###  Governance Beneficial shares (including DBP net | | | | | | | | Outstanding | | | | | | | | of tax) owned | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Beneficially | | | | | | share awards | | | | | | | | | as a % of | | | | | | owned at | | Outstanding | | | | under all | | Unvested | | | | Total | base salary at | | | | | | 31 December | | | | | LTIP | | employee | deferred bonus | | | | interest | | 31 December | | | | | | | | | | | | | | | | | 1 | | | | | | 2 | | Director | | | 2022 | | awards | | share plans | | | |  | | in shares | | | |  | | 3 Peter Duffy 48,462 1,136,007 8,866 14,367 1,207,777 20% 3 Scilla Grimble 87,016 749,908 0 11,520 848,444 43% Robin Freestone 209,403 — — — 209,403 n/a Sally James 20,000 — — — 20,000 n/a Caroline Britton — — — — — n/a  — — — — — n/a James Bilefield 10,000 — — — 10,000 n/a Lesley Jones — — — — — n/a Supriya Uchil — — — — — n/a Rakesh Sharma 10,689 — — — 10,689 n/a 1 Estimated number of shares net of tax, NI and fees payable on vesting. 2 Includes the value of deferred bonus shares on a net of tax basis. 3 Percentage is the beneficially owned plus the unvested deferred bonus shares. Executive Directors are required to hold shares in the Company worth 200% of base salary and are normally expected to retain 50%  In the period from 31 December 2022 to the date of this report, there has been no change in the Directors’ interests in shares in  ### Outstanding share awards The table below sets out details of outstanding share awards held by the Executive Directors. | | | | | No. of | | | | | | No. of | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | shares at | | Granted | Vested | Lapsed | | shares at | | | End of | Vesting/ | | | Executive | Exercise | | 1 January | | during | during | during | 31 December | | | performance | | exercise | | | Director Scheme Grant date | | price | | 2022 | the year | the year | the year | | | 2022 | | period | | date | Peter Duffy LTIP 01/09/2020 Nil 236,555 — — — 236,555 31/12/2022 01/09/2023 31/03/2021 Nil 378,062 — — — 378,062 31/12/2023 31/03/2024 31/03/2022 Nil — 521,390 — — 521,390 31/12/2024 31/03/2025  DBP 31/03/2022 Nil — 27,194 27,194 31/03/2024 Scilla Grimble 1 LTIP 01/04/2020 Nil 203,400 — — — 203,400 31/12 /2022 01/04/2023 1 LTIP 31/03/2021 Nil 218,440 — — — 218,440 31/12/2023 31/03/2024 1 LTIP 31/03/2022 Nil — 328,068 — — 328,068 31/12/2024 31/03/2025 DBP 31/03/2022 Nil — 21,805 — — 21,805 31/03/2024 1 Scilla Grimble’s outstanding shares have lapsed following her resignation. Annual Report and Accounts 2022 ## Moneysupermarket.com Group PLC 113 Remuneration Committee Report continued ## Performance graph The following graph shows the cumulative total shareholder return of the Company over the last ten financial years relative to the FTSE 250 Index (excluding Investment Trusts). The Remuneration Committee considers the FTSE 250 Index (excluding Investment Trusts) to be an appropriate index for total shareholder return and comparison disclosure as it represents a broad equity market index in which the Company is a constituent member. This graph shows the value, by 31 December 2022, of £100 invested in Moneysupermarket.com Group PLC on 31 December 2012 compared with the value of £100 invested in the FTSE 250 Index (excluding Investment Trusts) on the same date, assuming the reinvestment of dividends. The other points plotted are the values at intervening financial year ends. ![img-1.jpeg](img-1.jpeg) 114 Annual Report and Accounts 2022 Moneysupermarket.com Group PLC Governance ## Total remuneration for Chief Executive Officer The total remuneration figures for the Chief Executive Officer during each of the last ten financial years are shown in the table below. The total remuneration figure includes the annual bonus based on that year's performance and LTIP awards based on three-year performance periods ending in the relevant year. The annual bonus payout and LTIP vesting level as a percentage of the maximum opportunity are also shown for each of these years. | | Year ended 31 December | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | 2013 | 2014 | 2015 | 2016 | 2017 | 2017 | 2018 | 2019 | 2020 | 2020 | 2021 | 2022 | | CEO | | | | | | | | | | | | | | | Peter Plumb | Peter Plumb | Peter Plumb | Peter Plumb | Peter Plumb | Mark Lewis | Mark Lewis | Mark Lewis | Mark Lewis | Peter Duffy | Peter Duffy | **Peter Duffy** | | Total remuneration (£) | 3,059,163 | 3,365,277 | 2,715,342 | 2,391,627 | 1,064,634 | 841,030 | 1,156,842 | 1,244,266 | 459,651 | 206,546 | 784,642 | **1,416,659** | | Annual bonus (% of maximum) | 83% | 85% | 95% | 72% | 60% | 47% | 61% | 55.8% | n/a | n/a | 18.8% | **86.8%** | | LTIP vesting (% of maximum) | 100% | 98% | 85% | 81% | 68% | n/a | n/a | 9.6% | n/a | n/a | n/a | **0%** | ## Pay ratio The table below discloses the ratio of CEO pay for 2022, using the single total figure of remuneration ('STFR') of the CEO (as disclosed on page 109) to the comparable earnings of the rest of the employees in the Group, at a number of prescribed data points (25th, 50th and 75th percentiles). | Year | Method | 25th percentile (P25) pay ratio | Median (P50) pay ratio | 75th percentile (P75) pay ratio | | --- | --- | --- | --- | --- | | 2022 | Option A | 37:1 | 24:1 | 18:1 | | 2021 | Option A | 20:1 | 14:1 | 11:1 | | 2020 | Option A | 19:1 | 14:1 | 10:1 | | 2019 | Option A | 35:1 | 25:1 | 18:1 | | 2018 | Option A | 35:1 | 24:1 | 17:1 | ### Notes: The ratios are calculated using option A in the disclosure regulations. The employees at the lower quartile, median and upper quartile (P25, P50, and P75, respectively) were determined based on total remuneration for 2022 using a valuation methodology consistent with that used for the CEO in the single figure table. This option was selected on the basis that it provided the most accurate means of identifying the median, lower and upper quartile employees. The calculation is undertaken on a full-time equivalent basis. The total remuneration in respect of 2022 for the employees identified at P25, P50 and P75 is £38,169, £59,705, and £80,285 respectively. The base salary in respect of 2022 for the employees identified at P25, P50 and P75 is £34,835, £55,000, and £74,358 respectively. The Committee considers pay ratios as one of many reference points when considering remuneration. Throughout the Company, pay is positioned to be fair and market competitive in the context of the relevant talent market, fairly reflecting market data and other relevant benchmarks for the role. The Committee notes the limited comparability of pay ratios across companies and sectors, given the diverse range of business models and employee population profiles which exist across the market. A significant proportion (over 70%) of the CEO's total remuneration is delivered in variable remuneration, and particularly via long-term share awards under the DBP and LTIP. In order to drive alignment with investors, the value ultimately received from LTIP awards is linked to stretching Company performance targets and long-term share price movement. As a result, the pay ratio is likely to be driven largely by the CEO's LTIP outcome and may therefore fluctuate significantly on a year-to-year basis. Annual Report and Accounts 2022 Moneysupermarket.com Group PLC 115 Remuneration Committee Report continued ### Percentage change in the Directors' remuneration The table below shows the percentage change in the Executive Directors and Non-Executive Directors salary, benefits and annual bonus compared to that of the average percentage change for all employees of the Group for each of these elements of pay, in respect of the relevant financial year. | | 2022 | | | 2021 | | | 2020 | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Salary % | Taxable benefits % | Annual bonus % | Salary % | Taxable benefits % | Annual bonus % | Salary % | Taxable benefits % | Annual bonus % | | Peter Duffy | 3 | 25 | 376 | 0 | 5 | 100 | 2 | 0 | (100) | | Scilla Grimble | 3 | 0 | (100) | 8.9 | (1) | 100 | 2 | 0 | (100) | | Robin Freestone | 3 | — | — | 0 | — | — | 2 | — | — | | Sally James (leaver 5 May 2022) | — | — | — | 0 | — | — | 1 | — | — | | Sarah Warby^{1} | 16 | — | — | 0 | — | — | 0 | — | — | | Caroline Britton^{2} | 26 | — | — | 0 | — | — | 1 | — | — | | Supriya Uchil | 3 | — | — | 0 | — | — | — | — | — | | James Bilefield (leaver 31 May 2022) | — | — | — | 0 | — | — | — | — | — | | Lesley Jones^{3} (appointed 1 September 2021) | 18 | — | — | 0 | — | — | — | — | — | | Rakesh Sharma (appointed 3 October 2022) | — | — | — | — | — | — | — | — | — | | Other employees | 10 | 22 | 70 | 3 | 3 | 100 | 3 | 2 | (100) | All employees have been selected in the comparator pool. 1 Reflects increase in responsibilities as interim Chair of the Remuneration Committee. 2 Reflects increase in responsibilities as Senior Independent Director. 3 Reflects increase in responsibilities as Chair of the Risk and Sustainability Committee. ### Employee engagement The Remuneration Committee reviews workforce remuneration and related policies and the alignment of incentives and rewards with culture, taking these into account when setting the policy for Executive Director remuneration. ### Relative importance of spend on pay The following table shows the Company's actual spend on pay (for all employees) relative to dividends, tax and retained profits: | | 2021 | 2022 | Change % | | --- | --- | --- | --- | | Staff costs (£m) | 57.6 | 61.4 | 7 | | Dividends (£m) | 62.8 | 62.8 | 0 | | Tax (£m) | 18.1 | 15.9 | (12) | | Profit after tax (£m)^{1} | 52.1 | 69.3 | 33 | 1 2021 after adjusting for non-controlling interest of £0.6m previously referred to as retained profits. 116 Annual Report and Accounts 2022 Moneysupermarket.com Group PLC Governance ## Consideration by the Directors of matters relating to Directors' remuneration During 2022 the following Independent Non-Executive Directors were members of the Remuneration Committee: Rakesh Sharma (appointed to the Committee as Chair Designate on 3 October 2022 and Chair of the Committee on 1 January 2023), Sarah Warby (who also served as Interim Chair of the Committee from 17 June to 31 December 2022), Caroline Britton, Supriya Uchil and James Bilefield (Chair of the Committee until his resignation on 31 May 2022). Biographies of the current members of the Remuneration Committee are set out on pages 70 and 71. The Remuneration Committee's duties include: - determining the policy for the remuneration of the Chair, Executive Directors and Executive management; - determining the remuneration package of the Chair, Executive Directors and Executive management, including, where appropriate, bonuses, incentive payments and pension arrangements within the terms of the agreed framework and policy; - ensuring the remuneration practices and policies for the wider workforce are aligned to our strategy and culture; and - determining awards under the Company's long-term incentive schemes. In 2022, we carried out the annual evaluation of the Remuneration Committee's effectiveness as part of an internally facilitated Board evaluation process. The outcome of the review determined that it continues to be effective in fulfilling its role and that actions implemented in response to previous reviews had been successfully implemented. During 2022, the Remuneration Committee and the Company received advice from Deloitte LLP, who are independent remuneration consultants, in connection with remuneration matters including the Group's performance related remuneration policy. Deloitte LLP is a member of the Remuneration Consultants Group and is committed to that group's voluntary code of practice for remuneration consultants in the UK. Deloitte LLP has no other connection or relationship with the Group. During 2022, Deloitte LLP also provided services to the Group in respect of corporate tax and VAT advice and risk advisory work. The fees paid to Deloitte LLP for providing advice which materially assisted the Committee in relation to Executive remuneration over the financial year under review was £126,050. ## Outside appointments Executive Directors are permitted to accept outside appointments on external boards so long as these are not deemed to interfere with the business of the Group. During 2022, Peter Duffy was a Non-Executive Director of Close Brothers Group plc and was President of ISBA – the UK trade body for leading British advertisers. Scilla Grimble was a Non-Executive Director of Taylor Wimpey plc. ## Statement of voting at general meeting The following votes were received from shareholders in respect of the Directors' Remuneration Report (excluding Policy) at last year's Annual General Meeting: | | Remuneration Report (2022 AGM) | | | --- | --- | --- | | | Votes | % | | Votes cast in favour^{1} | 403,006,046 | 95.52 | | Votes cast against | 18,833,099 | 4.48 | | Total votes cast | 421,839,145 | | | Abstentions^{2} | 10,368,000 | | 1 Includes Chair's discretionary votes. 2 A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes validly cast. This report was approved by the Board and signed on its behalf by: **Rakesh Sharma** Chair of the Remuneration Committee 15 February 2023 Annual Report and Accounts 2022 Moneysupermarket.com Group PLC 117 ### Directors’ Report ## Our responsibilities ##  ##  Shazadi Stinton General Counsel and Company Secretary ### Annual General Meeting Issued share capital present in person or by proxy, and entitled to vote, has one vote for every ordinary ### The Annual General Meeting (‘AGM’) of  share held. Electronic and paper proxy Moneysupermarket.com Group PLC (the As at 31 December 2022, the issued share appointments and voting instructions ‘Company’) will be held at Exchange House, capital of the Company was £107,372 must be received not later than 48 hours Primrose Street, London EC2A 2EG on comprising 536,861,647 ordinary shares of before the meeting. A holder of ordinary Thursday 4 May 2023 at 10.00am. The 0.02p each. Full details of the share capital shares can lose the entitlement to vote notice convening the meeting, with details of the Company and changes to share and the right to receive dividends where of the business to be transacted at the capital during the year are set out in that holder fails to comply with a disclosure meeting and explanatory notes, is set out in  notice issued under section 793 of the a separate AGM circular which will be issued on page 157. Companies Act 2006. There are no issued to all shareholders on 23 February 2023. The information in note 10 is incorporated shares in the Company with special rights by reference and forms part of this with regard to control of the Company. ### Dividend Directors’ Report. | The Directors recommend a final dividend | | The Company operates a Share Incentive | | --- | --- | --- | | of 8.61p (2021: 8.61p) per ordinary share in | At the 2022 AGM, shareholders authorised | Plan which entitles all employees to | | respect of the year ended 31 December | the Directors to allot up to 357,545,000 | purchase ordinary shares in the Company | | 2022. If approved by shareholders at the | ordinary shares in the capital of the | using money deducted from their pre-tax | | forthcoming AGM, this will be paid on | Company. Directors will again seek | salary. Plan shares are held in trust for | |  | authority from shareholders at the | participants by Equiniti Share Plan | | register at close of business on 31 March | forthcoming AGM to allot up to | Trustees Limited (‘the Trustee’). | | 2023. The final dividend and the interim |  | | Voting rights are exercised by the  Holders of ordinary shares are entitled  on 2 September 2022 give a total dividend  instructions. If a participant does not  receive the Company’s Annual Report, to submit an instruction to the Trustee, no ordinary share. attend and speak at general meetings of vote is registered. In addition, the Trustee the Company, to appoint proxies and to does not vote on any unawarded or forfeit exercise voting rights. shares held under the Plan as surplus assets. As at the date of this report, the On a show of hands at a general meeting Trustee held 0.06% of the issued ordinary of the Company, every holder of ordinary share capital in the Company. shares present in person or by proxy, and entitled to vote, has one vote and, on a poll, every holder of ordinary shares Annual Report and Accounts 2022 ## 118 Moneysupermarket.com Group PLC Governance The Company operates a Long Term Incentive Plan (the 'Plan') and shares are held by the Trustee, Ocorian Limited ('Ocorian'), pending vesting of the shares awarded under the Plan. Ocorian does not vote on any shares held in trust. As at the date of this report, Ocorian held 0.02% of the issued ordinary share capital in the Company. Full details of the rights and obligations attaching to the Company's share capital are contained in its Articles of Association which are published on our website. All of the Company's share schemes contain provisions relating to a change of control. Outstanding options and awards normally vest and become exercisable on a change of control subject to satisfaction of any performance conditions at that time. Save in respect of provisions of the Company's share schemes, there are no agreements between the Company and its Directors or employees providing compensation for loss of office or employment (whether through resignation, purported redundancy or otherwise) that occurs because of a takeover bid. The Company has entered into two significant agreements which would be terminable upon a change of control: the bank loan to fund the acquisition of Quidco and the extension of its credit facility agreement to October 2024, both with Barclays Bank PLC, the Bank of Ireland and Silicon Valley Bank. ### Restrictions on the transfer of securities Whilst the Board has the power under the Articles of Association to refuse to register a transfer of shares, there are no restrictions on the transfer of shares other than: - certain restrictions may from time to time be imposed by laws and regulations (for example insider trading laws); and - pursuant to the Listing Rules of the Financial Conduct Authority whereby certain Directors, officers and employees of the Group require the approval of the Company to deal in ordinary shares of the Company. The Company is not aware of any agreements between shareholders that may result in restrictions on the transfer of securities and/or voting rights. ### Authority to purchase own shares The Company was authorised at the 2022 AGM to purchase up to 53,686,000 of its own shares in the market. No shares were purchased under this authority in 2022. Directors will seek authority from shareholders at the forthcoming AGM for the Company to purchase, in the market, up to 53,686,164 shares. The Directors have no present intention of conducting purchases of the Company's shares but consider it prudent to obtain the flexibility this authority provides. The Directors will only use this power after careful consideration, taking into account the financial resources of the Company, the Company's share price and future funding opportunities. The Directors will only purchase such shares after taking into account the effects on earnings per share and the interests of shareholders generally. ### Major shareholders As at 31 December 2022, the Company had been notified of the following significant holdings of voting rights in its ordinary shares in accordance with the Financial Conduct Authority's Disclosure Guidance and Transparency Rules: | Shareholder | Number of shares/voting rights notified | Percentage of shares/voting rights notified | | --- | --- | --- | | **Gruppo MutuiOnline SpA** | 43,050,000 | 8.02 | | **BlackRock, Inc.** | 27464174 | 6.05 | | **Prudential plc Group of Companies** | 27,061,089 | 5.07 | | **Jupiter Fund Management PLC** | 27,078,002 | 5.04 | | **Allianz Global Investors GmbH** | 26,794,299 | 4.99 | | **Ameriprise Financial, Inc. and its group** | 27,199,089 | 4.94 | | **Heronbridge Investment Management LLP** | 26,517,435 | 4.94 | | **Standard Life Investments Holdings Limited** | 25,417,919 | 4.60 | | **FIL Limited** | 24,758,460 | 4.52 | | **State Street Nominees** | 20,581,165 | 3.76 | | **Massachusetts Financial Services Company** | 26,749,045 | 4.98 | All interests disclosed to the Company in accordance with Rule 5 of The Disclosure Guidance and Transparency Rules that have occurred since 31 December 2022 can be found of the Group's website. Annual Report and Accounts 2022 Moneysupermarket.com Group PLC 119 ### Directors’ Report continued ### Directors The Directors who served during the financial year were as follows: Service in the year ended Director Position 31 December 2022 Robin Freestone Chair Served throughout year James Bilefield Independent Non-Executive Director Until 31 May 2022 1 Caroline Britton Independent Non-Executive Director Served throughout year Peter Duffy Chief Executive Officer Served throughout year Scilla Grimble Chief Financial Officer Served throughout year Sally James Senior Independent Non-Executive Director Until 5 May 2022 Lesley Jones Independent Non-Executive Director Served throughout year Sarah Warby Independent Non-Executive Director Served throughout year Supriya Uchil Independent Non-Executive Director Served throughout year Rakesh Sharma Independent Non-Executive Director Appointed 3 October 2022   ### Their biographical details are set out on Directors’ powers Conflicts of interest pages 70 and 71. Further details relating The Board of Directors may exercise all As permitted by the Companies Act 2006,   the Company’s Articles of Association disclosed in the Corporate Governance  enable Directors to authorise potential Report on page 80. Company’s Articles of Association and conflicts of interest. The Company has a The Articles of Association provide that a  formal procedure for notification and Director may be appointed by an ordinary  authorisation to be sought, prior to the resolution of shareholders or by the appointment of any new Director or prior ### existing Directors, either to fill a vacancy Directors’ indemnities to a new conflict arising. This procedure  enables non-conflicted Directors to During the financial year ended Directors will retire and offer themselves impose limits or conditions when giving  for election or re-election at the 2023 AGM   in accordance with the 2018 UK Corporate the Board to review the register of maintained appropriate liability insurance Governance Code. Directors’ conflicts annually and on an ad for its Directors and officers. hoc basis when necessary. The Board has The Executive Directors serve under The Company has granted indemnities to complied with this procedure during  each of its Directors and the Company  | 12 months’ notice from either party. The | Secretary to the extent permitted by law | | --- | --- | | Non-Executive Directors serve under | and its Articles of Association. These | | letters of appointment. Copies of service | indemnities were in force throughout the | | contracts and letters of appointment are | year ended 31 December 2022 and remain | | available for inspection at the Company’s | in force as at the date of this report in | | registered office during normal business | relation to certain losses and liabilities | | hours and will be available for inspection | which the Directors or Company Secretary | | at the Company’s AGM. | may incur in the course of acting as Directors, | Company Secretary or employees of the The Directors’ Remuneration Report, Company or of any associated company. which includes the Directors’ interests   indemnities to senior managers of the  Group who are subject to the provisions    Regime (‘SM&CR’). Annual Report and Accounts 2022 ## 120 Moneysupermarket.com Group PLC ### Information required by Listing Rules 9.8.4R Governance Information required to be disclosed by LR 9.8.4R: Interest capitalised Not applicable Publication of unaudited financial information Not applicable Details of long-term incentive schemes 112 Waiver of emoluments by a Director Not applicable Waiver of future emoluments by a Director Not applicable Non-pre-emptive issues of equity for cash Not applicable  Not applicable Parent participation in a placing by a listed subsidiary Not applicable Contracts of significance Not applicable Provision of services by a controlling shareholder Not applicable Shareholder waivers of dividends Not applicable Shareholder waivers of future dividends Not applicable Agreements with controlling shareholders Not applicable ### Employees the Company’s Share Incentive Plan and Disabled persons have equal opportunities Save As You Earn Scheme which provide when applying for vacancies, with due The Group places considerable value on employees with the opportunity to regard to their skills and abilities. the involvement of its employees and purchase ordinary shares in the Company, Procedures ensure that disabled  actively encouraging their interest in the employees are fairly treated in respect employees on matters that impact them performance of the Group. Further  and the performance of the Group. These information on employee engagement those employees that become disabled include formal business performance  during the course of their employment, updates by members of Executive  management for all employees, informal ### Equal opportunities an opportunity for them to remain with the fortnightly floor briefs with the CEO, regular Group, wherever reasonably practicable. update briefings for all employees, regular The Group is committed to providing team meetings, the Group’s intranet site equality of opportunity to all employees ### Business Relationships with and Teams channels which enable easy without discrimination and applies fair and ### access to the latest information and equitable employment policies which seek Suppliers, Customers ### policies, and the circulation to employees to promote entry into and progression  of results and other corporate within the Group. Appointments are You can read about how our Directors had announcements. This also helps to achieve determined solely by application of job regard to the need to foster the Group’s a common awareness amongst employees criteria, personal ability, behaviour business relationships with suppliers, of the financial and economic factors  customers and others and the effect affecting the performance of the Group. In 2022 the Group has continued to    our Independent Non-Executive Directors, we originally signed up to in 2020. This is as our “Employee Champion” in 2018 and  has provided the opportunity for on race equity as part of the Group’s Race employees to engage directly with our Equity Plan. The plan includes a specific Non-Executive Directors in order to give commitment at Board level to zero them the opportunity to understand more tolerance of racial harassment or bullying. about our employees. Employees were This means that all allegations of racial also offered breakfasts and coffees with bullying or harassment will be taken members of the Executive management seriously, and managed consistently and and small group sessions with the Chief  Executive Of f icer. Harassment Policy, with formal action A robust employee engagement survey taken where necessary. process is also in place to ensure that In the opinion of the Directors, all employees are given a voice in the employee policies are deemed to be organisation and that the Group can take effective and in accordance with their action based on employee feedback. All intended aims. employees are able to participate in both Annual Report and Accounts 2022 ## Moneysupermarket.com Group PLC 121 ### Directors’ Report continued ### Borrowings Auditor and disclosure The Audit Committee, in its recommendation, confirmed that: (1) the recommendation ### In October 2021, the Group entered into a  was free from influence by a third party; new £50m amortising term loan that matures The Directors who held office at the date and (2) no contractual term of the kind   mentioned in Article 16(6) of the EU credit facility (‘RCF’) of £90m, now extended  Regulation 537/2014 has been imposed to October 2024, with an accordion option information of which the Company’s auditor   is unaware; and each such Director has taken during the term of the RCF. As at all the steps that he or she ought to have A resolution proposing the reappointment  taken as a Director to make himself or herself of KPMG is contained in the notice of the  aware of any relevant audit information, and forthcoming AGM and will be proposed to to establish that the Company’s auditor is shareholders at that meeting. ### Political donations aware of that information. During the financial year ended ###  Auditor make any political donations (2021: £nil). The Board approved the Audit Committee’s recommendation to put a | Post balance sheet events | resolution to shareholders recommending | | --- | --- | | There have been no events that either | the reappointment of KPMG LLP as the | | require adjustment to the financial | Company’s auditor, and KPMG LLP has | | statements or are important in the | indicated its willingness to accept | | understanding of the Company’s | reappointment as auditor of the Company. | |  | The audit partner was rotated in April 2020 | in accordance with the FRC’s Ethical Standard 3 (Revised). ### Reporting requirements The following sets out the location of additional information forming part of the Directors’ Report: Reporting requirement Location Strategic Report – Companies Act 2006 section 414A-D Strategic Report on pages 02 to 67 DTR4.1.8R – Management Report – the Directors’ Report Directors’ Report on pages 118 to 122 and Strategic Report and Strategic Report comprise the “Management Report”  Likely future developments of the business and Group Strategic Report on pages 02 to 67 Statement on corporate governance Corporate Governance Report, Audit Committee Report, Risk and Sustainability Committee Report, Nomination Committee Report and Directors’ Remuneration Report on pages 72 to 122 Details of use of financial instruments and specific policies Note 21 to the Group financial statements on page 156 for managing financial risk The Board’s assessment of the Group’s internal Corporate Governance Report on pages 72 to 82, Audit  Committee Report on pages 89 to 93 and Risk and Sustainability Committee Report on pages 94 to 96 Greenhouse gas emissions Sustainability and Stakeholder Engagement Report on pages 29 to 53 Directors’ remuneration including disclosures required Directors’ Remuneration Report on pages 97 to 117  Medium-sized Companies and Groups (Accounts and  Directors’ Responsibility Statement Directors’ Responsibility Statement on page 123 Directors’ interests Directors’ Remuneration Report on pages 97 to 117 The Strategic Report comprising the inside cover and pages 02 to 67 and this Directors’ Report comprising pages 118 to 122 have been approved by the Board and are signed on its behalf by: Shazadi Stinton General Counsel and Company Secretary 15 February 2023 Registered office: Moneysupermarket House, St. David’s Park, Ewloe, Chester CH5 3UZ Annual Report and Accounts 2022 ## 122 Moneysupermarket.com Group PLC ### Statement of Directors’ Responsibilities in respect of the Annual Report ###  ### The Directors are responsible for • use the going concern basis of Responsibility statement of Governance preparing the Annual Report and Accounts accounting unless they either intend ### the Directors in respect of and the Group and Parent Company  ###  financial statements in accordance with Company or to cease operations, or  applicable law and regulations. have no realistic alternative but to do so. • the financial statements, prepared in Company law requires the Directors to The Directors are responsible for keeping accordance with the applicable set of prepare Group and Parent Company adequate accounting records that are accounting standards, give a true and fair financial statements for each financial year. sufficient to show and explain the Parent view of the assets, liabilities, financial Under that law they are required to Company’s transactions and disclose with position and profit or loss of the prepare the Group financial statements in reasonable accuracy at any time the Company and the undertakings included accordance with UK-adopted international financial position of the Parent Company in the consolidation taken as a whole; and accounting standards and applicable law and enable them to ensure that its and have elected to prepare the Parent financial statements comply with the • the Annual Report and Accounts include Company financial statements in Companies Act 2006. They are responsible a fair review of the development and accordance with UK accounting standards for such internal control as they determine performance of the business and the and applicable law, including FRS 102 The is necessary to enable the preparation of position of the issuer and the Financial Reporting Standard applicable in financial statements that are free from undertakings included in the the UK and Republic of Ireland. material misstatement, whether due to consolidation taken as a whole, together fraud or error, and have general with a description of the principal risks Under company law the Directors must not responsibility for taking such steps as are and uncertainties that they face. approve the financial statements unless reasonably open to them to safeguard the they are satisfied that they give a true and assets of the Group and to prevent and  fair view of the state of affairs of the Group detect fraud and other irregularities. taken as a whole, is fair, balanced and and Parent Company and of the Group’s understandable and provides the information profit for that period. In preparing each of Under applicable law and regulations, the necessary for shareholders to assess the the Group and Parent Company financial directors are also responsible for preparing Group’s position and performance, business statements, the Directors are required to: a Strategic Report, Directors’ Report, model and strategy. Directors’ Remuneration Report and • select suitable accounting policies and Corporate Governance Statement that then apply them consistently; complies with that law and those regulations. • make judgements and estimates that are The Directors are responsible for the reasonable, relevant, reliable and prudent; Peter Duffy maintenance and integrity of the corporate Chief Executive Officer • for the Group financial statements, state and financial information included on the 15 February 2023 whether they have been prepared in Company’s website. Legislation in the UK accordance with UK-adopted governing the preparation and international accounting standards; dissemination of financial statements may differ from legislation in other jurisdictions. • for the Parent Company financial | statements, state whether applicable UK | In accordance with Disclosure Guidance | Scilla Grimble | | --- | --- | --- | | accounting standards have been followed, | and Transparency Rule 4.1.14R, the financial | Chief Financial Officer | | subject to any material departures | statements will form part of the annual | 15 February 2023 | | disclosed and explained in the Parent | financial report prepared using the single | | | Company financial statements; | electronic reporting format under the TD | | ESEF Regulation. The Auditor’s Report on • assess the Group and Parent Company’s these financial statements provides no ability to continue as a going concern, assurance over the ESEF format. disclosing, as applicable, matters related to going concern; and Annual Report and Accounts 2022 ## Moneysupermarket.com Group PLC 123