
116 | Rightmove plc | Annual Report 2023
Directors’ report
The Directors submit their report together with the audited
nancial statements for the Company (Number: 06426485)
and its subsidiary companies (the Group) for the year ended
31 December 2023.
The Directors’ Report includes these pages, the sections of
the Annual Report referred to in the Corporate Governance
statement and other information below which are
incorporated into the Directors’ Report by reference.
The Board has included certain disclosures in the
Strategic Report in accordance with section 414C(11)
of the Companies Act 2006 (the Act).
Corporate governance statement
The Disclosure Guidance and Transparency Rules (DTR)
require certain information to be included in a corporate
governance statement in the Directors’ Report. Information
that fulls these requirements can be found in the Corporate
Governance Report and is incorporated into the Directors’
Report by reference.
Strategic report
The Strategic Report can be found on pages 2 to 65.
The Act requires this Annual Report to present a fair,
balanced and understandable view of Rightmove’s business
during the year ended 31 December 2023 and of the position
of the Group at the end of the nancial period, together with
a description of the principal risks and uncertainties facing
the business. For the purposes of compliance with DTR 4.1
the required content of the management report can be
found in the Strategic Report and this Directors’ Report,
including the sections of the Annual Report incorporated
by reference.
Directors’ duties
A statement of how the Directors have had regard to the
need to foster the Company’s business relationships with
suppliers, customers and others, and the eect of that
regard, including on principal decisions taken by the
Company, can be found in our Section 172 Statement.
Directors
The Directors of the Company as at the date of this report
are Andrew Fisher, Alison Dolan, Jacqueline de Rojas, Andrew
Findlay, Kriti Sharma, Johan Svanstrom, Lorna Tilbian and
Amit Tiwari. Biographies of each Director can be found in the
Corporate Governance Report.
Share capital and Shareholder Voting Rights
The shares in issue, including 11,709,197 shares of 0.1p
held in treasury (2022: 12,185,222 shares) at the year-end
amounted to 813,449,619 shares of 0.1p (2022: 837,401,085
shares), with a nominal value of £813,449 (2022: £837,401).
Governance | Directors’ report
The rights and obligations attached to each 0.1p ordinary
share are as set out in the Company’s Articles of Association.
The holders of each ordinary share in the Company are
entitled to receive dividends as declared from time to time
and are entitled to one vote per share at general meetings of
the Company. Other than the usual regulations applicable for
UK listed companies, there are no restrictions on the transfer
of the Company’s shares.
Results and dividends
The Group reported operating prot before tax for the
year of £258.0m (2022: £241.3m). The Directors are
recommending a nal dividend for the year of 5.7 pence per
share (2022: 5.2p) amounting to £45.3m (2022: £42.9m).
The interim dividend for 2023 was 3.6p per share (2022: 3.3p)
bringing the total dividend for the year to 9.3p per share
(2022: 8.5p). Subject to shareholder approval at the Annual
General Meeting (AGM) on 10 May 2024, the nal dividend
will be paid on 24 May 2024 to shareholders on the register
of members at the close of business on 26 April 2024.
Share buyback
The Company’s share buyback programme continued
during 2023 and of the 10% authority granted by
shareholders at the 2023 AGM, a total of 23,951,466 shares
(2022: 22,277,147 shares) were purchased in the year to
31 December 2023, being 2.9% (2022: 2.7%) of the shares
in issue (excluding shares held in treasury) at the time the
authority was granted. The average price paid per share was
£5.43 (2022: £5.83 per share) with a total consideration paid
(excluding all costs) of £130,000,000 (2022: £129,981,000).
Since January 2008 505,604,461 shares have been
purchased in total; 11,709,197 shares were held in Treasury
as at 31 December 2023, the remainder of which were
cancelled. A resolution seeking to renew this authority will
be put to shareholders at the AGM on 10 May 2024.
Shares held in trust
As at 31 December 2023, 1,029,919 shares (2022: 1,375,963
shares) were held by The Rightmove Employees’ Share
Trust (EBT) for the benet of Group employees. These
shares had a nominal value at 31 December 2023 of
£1,030 (2022: £1,376) and a market value of £5,928,214
(2022: £7,031,171). The shares held by the EBT may be
used to satisfy share-based incentives for the Group’s
employee share plans. During 2023, 346,044 shares
(2022: 115,233 shares) were transferred to Group
employees following the exercise of share options under
the Sharesave plan and the Restricted Share Plan.
Additionally, 127,240 shares (2022: 99,476 shares) were
purchased by the EBT for transfer to the Rightmove Share
Incentive Plan Trust (SIP). The terms of the EBT provide that
dividends payable on the shares held by the EBT are waived.