believe in your next move
Rightmove plc | Annual Report 2023
Rightmove plc Annual Report 2023
Rightmove plc
2 Caldecotte Lake
Business Park
Caldecotte Lake Drive
Milton Keynes
MK7 8LE
Registered in England no. 6426485
Rightmove plc | Annual Report 2023
believe it
Rightmove’s vision is to give everyone
the belief they can make their move.
Our mission is to make the move easier
and simpler, by giving everyone the best
place to turn to and return to, for accessing
the tools, expertise and trust to make it happen.
Designed and produced by The Team www.theteam.co.uk
Rightmove plc | Annual Report 2023 | 1
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Governance
66 Chair’s introduction to
corporate governance report
67 Governance at a glance
70 Directorsandocers
74 Board activities
79 Audit Committee report
86 Nomination Committee report
91 Corporate Responsibility
Committee report
94 Directors’ remuneration report
116 Directors’ report
119 Directors’ responsibilities
statement
120 Independent Auditor’s report
Financial statements
128 Consolidated statement of
comprehensive income
129 Consolidated statement of
nancialposition
130 Company statement of
nancialposition
131 Consolidated statement of
cashows
132Companystatementofcashows
133 Consolidated statement of
changes in shareholders’ equity
134 Company statement of changes
in shareholders’ equity
135Notesformingpartofthenancial
statements
168 Advisers and shareholder
information
Strategic report
01 Contents
02 Highlights
04 Non-Executive Chair’s
statement
06 Our business model
09 Our strategy
14 ChiefExecutive’sreview
18 Key performance indicators
20 Financialreview
23 Section 172 Statement
–Workingwithourstakeholders
30 ESG report
32 Non-nancialandsustainability
information statement
57 Risk management
60 Principal risks and uncertainties
64 Going concern and viability
statement
Our business model
Page 6
Our strategy
Page 9
Key performance indicators
Page 18
Principal risks and
uncertainties
Page 60
ESG report
Page 30
Corporate governance report
Page 66
Rightmove is the place consumers turn to rst when they think
about making their move, and the place they return to most.
2 | Rightmove plc | Annual Report 2023
(1)UnderlyingOperatingProtisdenedasoperatingprotbeforeshare-based
payments charges (including the related National Insurance).
(2)UnderlyingbasicEPSisdenedasunderlyingprot(protfortheyearbefore
share-based payments charges including the related National Insurance and
appropriatetaxadjustments),dividedbytheweightedaveragenumberof
ordinary shares in issue for the period.
Financial highlights
Astrongnancialperformance,againstanuncertaineconomicbackdrop,wasdrivenby
resilientandgrowingdemandforRightmove’sproductsandservicesthatdeliverexceptional
value for both customers and consumers.
Strategic report | Highlights
Revenue
+10
%
Revenue of £364.3m up 10% compared
to2022reectinggrowthacrossall
business units (2022: £332.6m).
Underlying basic earnings
per share
(2)
+6
%
Underlying basic earnings per share of
25.2p up 1.4p on 2022 (2022: 23.8p)
Cash returned to
shareholders
£
201.7m
Cash returned to shareholders through
share buybacks and dividends totalled
£201.7m (2022: £197.7m). Interim
dividendof3.6pandnaldividendof
5.7p (2022: 3.3p and 5.2p). Total
dividend for 2023 of 9.3p (2022:8.5p)
Basic earnings
per share
+5
%
Basic earnings per share of 24.5p up
1.1p on 2022 (2022: 23.4p)
Operating prot
+7
%
Operatingprotof£258.0mup7%
compared to 2022 (2022: £241.3m)
Underlying
operating prot
(1)
+8
%
Underlyingoperatingprot£264.6mup
8% compared to 2022 (2022: £245.4m)
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
(3) Average Revenue per Advertiser (ARPA) is calculated as revenue from Agency
andNewHomesadvertisersinagivenmonthdividedbythetotalnumberof
advertisers during the month, measured as a monthly average over the year.
(4) Source: Google Analytics.
Operational highlights
Rightmove remains the UK’s unrivalled online digital property advertising and information
portal,reectedbythenumberofpropertiesadvertised,customernumbers,averagespend
by our customers and the time spent by consumers on the site.
Customer numbers
18,785
Membershipnumbersdown1%/229
compared to 2022 (2022: 19,014)
Trac – visits
-4
%
Sitevisits4%lowerthan2022at
2.2 billion
(4)
reectingtheuncertain
economic and high mortgage rates
backdrop during 2023 (2022: 2.3 billion)
Properties advertised
847,000
An average of 847,000 UK residential
properties advertised each month on
Rightmove, more than any other UK
site (2022: 773,000)
Trac – time on site
(4)
15.4 bn
Time spent on the Rightmove site
reduced 6% over the year to 15.4 billion
minutes (2022: 16.3 billion)
Employee engagement
88
%
88% of employee respondents believe
that Rightmove is a great place to
work(2022:87%)
Average Revenue
Per Advertiser
(3)
£
1,431
Average revenue per advertiser
(ARPA) up 9% compared to 2022
(2022: £1,314)
Rightmove plc | Annual Report 2023 | 3
4 | Rightmove plc | Annual Report 2023
Strategic report | Chair’s statement
During 2023, the Board focused on supporting the
management team and on establishing our ambition over
both the medium and longer terms. We also focused on the
potentialofAItohelptodeliversomeofthisgrowthatgreater
paceandcosteciency,enablingustocontinuetogiveour
customers and consumers the user experience they have
come to expect from the UK’s number one property portal.
Financial results
TheGroup’sresultsreectthestrengthofthebusiness
model and our core value proposition, delivering underlying
operatingprot
(1)
of £264.6m (2022: £245.4m) and operating
protof£258.0m(2022:£241.3m)fromrevenueof£364.3m
(2022: £332.6m). Underlying basic earnings per share
(2)
was
25.2p (2022: 23.8p) and basic earnings per share 24.5p
(2022: 23.4p). The cash
(3)
positionattheyear-endwas
£38.9m (2022: £40.1m), having returned all surplus cash
to shareholders.
Returns to shareholders and dividend
Inkeepingwithourpolicyofreturningfreecashtoour
shareholders,£201.7m(2022:£197.7m)wasreturnedinthe
year: £130.0m through the share buyback programme and
£71.7m in dividend payments in and October respectively.
TheBoardremainscondentinourabilitytodeliver
sustainable returns to shareholders and is recommending
analdividendof5.7ppersharefor2023(2022:5.2p).
Thenaldividendwillbepaid,subjecttoshareholder
approval, on 24 May 2024, taking the total dividend for
the year to 9.3p (2022: 8.5p).
Board changes
On6March2023,PeterBrooks-Johnsonsteppeddownfrom
hispositionasCEOandasanExecutiveDirector.Iwouldliketo
thank Peter for his leadership as CEO and for everything he
contributed throughout his 16 years of outstanding service
that enabled Rightmove to become the clear market leader.
It is my pleasure to present Rightmoves results
for the year ended 31 December 2023. In a year of
ongoing economic challenge, I am delighted that our
strongnancialresultsdemonstratetheresilience
oftheGroupsbusinessmodelandthevaluewe
have delivered for both our customers and all
our stakeholders.
Economic uncertainty, driven by higher interest rates,
continuedthroughout2023,withmuchspeculationonthe
potential for a negative impact on the housing market. In the
end, housing transactions remained resilient at 1.0 million
(2022: 1.2 million). Home hunters remained active in their
desire to move, and our customers continued to use our site
anddigitalproductstohelpthemndnewpropertiesand
sellcurrentones–developingtheirownbusinessesvia
Rightmove as they did so. Home hunters continued to trust
andvalueRightmoveastheplacetheyturntorstandreturn
to most, as they searched for their next property and for a
trustedagenttohelpwiththeirhome-movingjourney.
The value that Rightmoves customers and consumers
derive from our products is delivered by our talented and
adaptableteams,whoarecommittedtoexceedingtheir
expectations and ensuring they receive a market-leading
experience.OnbehalfoftheBoard,Iwouldliketothankall
ourcustomersfortheircontinuedcondenceinRightmove,
andourcolleaguesfortheirdedicationandhardwork.
Johan Svanstrom succeeded Peter Brooks-Johnson as
ChiefExecutiveOcer(CEO)inMarchinanorderlyand
seamlesstransitionforwhichIwouldliketothankboth
Peter and Johan. We set out the strategy for the business
forthecomingve-yearperiodatourInvestorDayon
27 November, establishing the size of the opportunities for
someofournewerstrategicbusinesses–CommercialReal
Estate;MortgagesandRentalServices–aswellasthe
ongoingopportunityforgrowthinourcorebusiness.
Weprovidedclarityonthenancialandoperational
targetswehavesetandtheaccelerationofrevenue
andprotthattheserepresent.
In a year of continued economic
and global change and challenge,
Rightmove once again demonstrated
the resilience of its business model
and the value its products and
services provide to its customers.”
Andrew Fisher Chair
Rightmove plc | Annual Report 2023 | 5
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Looking ahead
Our mission remains to continually innovate, to make
property moving easier and simpler by giving everyone the
best place to turn to – and return to – for access to the tools,
data and expertise to successfully enable their move.
Whilst continuing to focus on our core business of the UK
domestic property market, our ambitions are to further
invest into, and digitise, our existing but smaller business
areas. These include enhanced advertising in the commercial
real estate market, capturing value from our unique property
data,improvingtherentaljourneyandoeringarangeof
mortgage-related products.
Iamlookingforwardtocontinuingtoworkwithourteamson
our long-held strategy to deliver greater value for all our
stakeholders in 2024.
Andrew Fisher
Chair
29 February 2024
(1)UnderlyingOperatingProtisdenedasoperatingprotbeforeshare-based
payments charges (including the related National Insurance).
(2)UnderlyingbasicEPSisdenedasprotfortheyearbeforeshare-based
payments charges (including the related National Insurance and appropriate tax
adjustments),dividedbytheweightedaveragenumberofordinarysharesin
issue for the period.
(3) Cash including money market deposits.
JohanSvanstromwasappointedtotheBoardon20February
2023, and became CEO on 6 March 2023, bringing an
impressivetrackrecordofgrowingestablishedbusiness-to-
consumer online marketplace businesses.
RakhiGoss-CustardsteppeddownfromtheBoardon5May
2023, having served her maximum term as a Non-Executive
Director.IwouldliketothankRakhiforthesignicant
contribution she made to the Board throughout her tenure
andparticularlyforthedeepknowledgeofthecustomerand
consumer experiences she brought from a range of other
digital product and mobile platforms.
KritiSharmawasappointedtotheBoardon25July2023.
She brings internationally recognised expertise in AI and a
strong record of building and transforming successful
technology businesses and products for consumer, B2B and
enterprisecompanies.SheiscurrentlyChiefProductOcer,
LegalTech,forThomsonReutersandwasformerlytheVP
ofArticialIntelligenceatFTSE100softwarecompany
The Sage Group plc.
Board governance
The Corporate Responsibility Committee has continued
to guide and oversee progress in the delivery of our
Environmental, Social and Governance (ESG) strategy. I am
delightedwiththelaunchofournewGoGreenerinitiative
whichwillhelpprovideapathwaytogreenerpropertyinthe
UK, recognising that Rightmove has the opportunity to not
onlyfocusonitsownoperationsandemissionsbutto
contribute, through its unique property market data and
insights,tohelpingwiththeUK’stargettobecomeNetZero
by 2050 (see the ESG report, page 30).
The Audit Committee has overseen the selection of a
newHeadofInternalAuditaswetransition,during2024,
from outsourced internal audit to an inhouse function
and has continued to monitor the second phase of the
implementationofthenewEnterpriseResourcePlanning
(ERP) system (see the Audit Committee report on page 79
for details).
6 | Rightmove plc | Annual Report 2023
6 | Rightmove plc | Annual Report 2023
Rightmove is the UKs number one online digital property advertising and information portal,
capturing86%ofalltimespentonpropertyportals–itistheplacepeoplecometowhenthey
start to make their move.
Business model
Delivering value, generating value
Strategic report | Business model
ThetrustthatconsumershaveinRightmovemeansthatourplatformgetsovertwobillion
visits a year – 85% of that comes directly from consumers searching the Rightmove brand itself.
What we do
In our core business,propertyprofessionals,suchasestateagents,lettingsagentsandnew
homes builders, pay a subscription fee to advertise their properties on Rightmove. This includes
digitaladvertisingproductsandtools,toincreasetheirproles,dierentiatethemselvesfrom
theircompetitionandaccessouruniquemarketprolesdata.Asmallproportionofcustomers
advertiseoverseasproperties.Forlettingsagentsweoerend-to-endtenancyservicesfrom
referencing and insurance to broadband.
Commercial agents, developers and landlords, from small retail units to large fund managers, also
pay a subscription fee to advertise commercial property and space.
Our extensive property market data is unparalleled and unique to Rightmove, as it derives
from our 86% share of consumer time. We sell this to a range of customers: agents, landlords,
surveyors, insurers, mortgage lenders, brokers and local authorities. We also provide valuation
services and sell our unique and extensive property data.
Throughourpartnersweprovidemortgage in principle (MiP)andbrokerservicestoconsumerswho
wanttogaugeaordability,whichgeneratescommissionsforuswhenthemortgagecompletes.
Arangeofbusinesseswhowanttoreachalargeaudience,inaquickandecientway,alsobuy
advertising banners to display on the Rightmove platform. These customers include removal
companies and schools.
Rightmove plc | Annual Report 2023 | 7
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Network eect
Ourleadingbrand,platformandthepowerfulnetworkeectofourconsumersand
customers underpins the success of our business, and secures our strong and resilient
position through all market cycles and industry events. One Rightmove Platform, crucially
withmanyconnectednodes.
Powered by data
We obsess about continually innovating to provide exceptional value to customers, and an
exceptional experience for consumers, through our superior data and platform, that delivers
exceptionalvaluetoRightmove,andourshareholders,sowecanfurtherinvestininnovation
anddigitisation.Thenetworkeectiscompoundingforallstakeholders.
Commercial
Rental
Services
Letting
Agents
New Homes
Property
Professionals
Estate
Agents
Consumers
Data
Services
Financial
Services
Rightmove
Platform
Mortgage in principle, a 45x data signal
8 | Rightmove plc | Annual Report 2023
Strategic report | Business model continued
8 | Rightmove plc | Annual Report 2023
How we create exceptional value for our stakeholders
Ournetworkeectsareunrivalledand,throughourplatform,wecontinuallyandconsistently
deliverexceptionalvaluetoconsumersandcustomers,meaningwegenerateexceptional
value for Rightmove and its stakeholders.
Our Platform’s tools, unique industry data and our
consumer reach, through our access to the largest
property moving audience in the UK, provide
unrivalled data, property insights and marketing
channels:grantingcustomersthemostsignicant
andeectiveexposurefortheirownbrandsand
properties,whichhelpsthemmaximisereturnsin
theirownbusinesses.
Customers
Our ambitions and delivery through innovation
generatessubstantialshareholdervalue:with
operatingprotmarginsover70%,highcash
conversionandarobustbalancesheet,weareable
toinvesttodrivefuturegrowththroughincreased
product penetration in our core businesses and the
developmentofourstrategicgrowthareas.
Shareholders
We take responsibility in all our business
relationships and seek to develop relationships that
aremutuallybenecial.Withsupplierswecommit
to prompt payment through the prompt payer
code,andwithpolicymakersandregulatorswetake
an open and transparent approach to ensuring that
wecomplywithallrelevantregulations.
Business Partners
Rightmove is free to consumers and is at their
ngertipswhentheyarelookingtomaketheirmove.
Itistheonlyplacewheretheyseealmosttheentire
UK property market in one place. They rely on the
ease, speed and availability of our platform to
providethemwithusefuldataandinformation
to make their next move.
Consumers
OuremployeesdeneRightmove.Thecultureis
open, innovative, supportive and value driven –
employees live by our central behaviours of doing
the right thing for customers, consumers and each
other. Our policies and programmes support and
enrich our employees: improving diversity, equity
andinclusionwhilstaidingworkforcewell-being,
retention and recruitment.
Employees
We are committed to the UKs environmental
agenda and leveraging the reach of our platform to
help the UK Go Greener. We support communities
throughcharityworkanddonationsandourgive
backdays(paidleave)provideemployeeswiththe
opportunity to volunteer for national, local and
customer charities.
Communities and
environment
Rightmove plc | Annual Report 2023 | 9
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Rightmove plc | Annual Report 2023 | 9
Strategic report | Our Strategy
Our vision is to give everyone the belief that they can make their move
Our Strategy
To make moving easier and simpler, by giving everyone
the best place to turn to – and return to – for access to
the tools, expertise and trust to make it happen
10 | Rightmove plc | Annual Report 2023
10 | Rightmove plc | Annual Report 2023
Strategic report | Our Strategy continued
The strategy to deliver our vision
Our strategy is aligned to our vision and is to deliver exceptional value to our customers and
consumers,whichinturnwillgenerategrowthandexceptionalvalueforourshareholders.
It is underpinned by the existing scale and reach of the Rightmove platform, the brand
strengthandthestructuraladvantageswithintheUKpropertymarket.
Wedeliverourstrategyandplanthroughourfocusonourvestrategicpillars:Consumers,
CoreCustomersandStrategicGrowthAreas,underpinnedbyourPlatformandourPeople.
Strategic pillars
2023 20282024-2028
The place to nd
a home online
The moving journey assistant The home life partner
Marketing,
leads and eciency
Deeper product
partnership
Seamlessly linked tech
and data system
Leveraging
core platform
Commercial, Data, Rental
and Financial Services
Group
diversication
Scaled and
secure
Cloud, Data and
AI powered
Powering of
an industry
Cultural and
operational
excellence
Scaling innovation World class
Consumers
Core
Customers
The
Rightmove
Platform
Strategic
Growth
Areas
People
Long-term structural trends in the UK property market
Population size, lifespans, real estate values and adoption all keep going up – generating a
multiplyingeconomiceectagainstthebackdropofanongoingshortageofhousingstock
whichmaintainshousepricestability.
Rightmove plc | Annual Report 2023 | 11
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Position and progress against strategic pillars during 2023
For consumerswearealreadytheplace
theyturntorstandreturntomosttobuy
and sell their homes. We can do much more
and plan to be a broader journey assistant
oeringfurtherproducts,evenmore
digitisedworkows,improvedvisibility
and better moving experiences.
Progress in 2023 focused on making the
consumer experience more personalised,
including launching ‘Sent Enquiries’ to help
peoplemanagetheirmove;newfeaturesto
connectborrowerswithmortgagebrokers
to get more advice; and creating ‘Track a
Property’whichallowsinstantonline
valuations for homes.
Our core estate agency and new homes
customers already rely on us to advertise
and reach the largest audience to help them
marketeectively,winmorebusinessand
create more revenue streams through
providingthemwithleads.Wehavelong
establishedrelationshipsbutbelievewe
can provide deeper product partnerships.
Progress during 2023 included introducing
newtoppackagesandlaunchingadigital
Best Price Guide for estate agents, as
wellasapremiumpriceguidethathas
trackable alerts; launching Lead to Keys
for letting agents; and starting Native
SearchAdvertstonewhomesdevelopers,
helping them get seen more.
The Rightmove Platform is scaled and
secure to enable it to handle very high
websiteandapptracandlargedata
sets, that come from being the only
place that is available to see all UK
properties in one place in the UK.
Progressduring2023includedsignicant
migration of nearly half of all platform
services to the cloud, building the
foundationforanewdataplatform;
and exploring the opportunities of AI
andtheintegrationofnewAItechnology
into the platform.
The Strategic Growth Areas all exist as
business units today, and leverage the
coreplatformandnetwork,butaresmall.
They include commercial real estate, data,
rentalandnancialservicesandallhave
signicantopportunitiestobuildinto
and further digitise.
Progress during 2023 included starting
workonanewcommercialplatform,
more tailored to the needs of commercial
consumers and customers; launching a
newsubscriptionservicefordata
intermediaries; and setting up our
broker proposition to enable consumers
to speak directly to a broker for advice.
Our People underpineverythingwedo
and the brand: they live by core values
and are collaborative and innovative and
committed to delivering continuous
improvement to customers and
consumers.
Changes made during 2023, to ensure
weattractandretainthebestpeople,
included:refreshingthebenetspackage
for employees and enhancing our training
and development programmes, including
mental health support.
Consumers
Core
Customers
The
Rightmove
Platform
Strategic
Growth
Areas
People
12 | Rightmove plc | Annual Report 2023
12 | Rightmove plc | Annual Report 2023
Our strategy includes leveraging the opportunities presented by
AI and ensuring we are supporting the environment
Go Greener is about enabling a more sustainable UK property industry – an
industry accounting for 25% of total UK emissions
(1)
. Rightmoves platform has
the reach and audience, and vast amounts of unique property market data, to
inform and facilitate action amongst stakeholders to help the drive to reduce
the industry’s emissions.
Articial Intelligence (AI) presentsasignicantopportunityforRightmove.
WeareactivelyexploringandimplementingthebenetsthatgenerativeAI
can deliver for our business, to further enhance the consumer experience
andgeneratevalueforcustomers,whiledrivingpaceandinternaleciencies.
Strategic report | Our Strategy continued
(1) Source – UK Green Building Council.
Rightmove plc | Annual Report 2023 | 13
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Our strategic model for growth
Ourexistingmarket-leadingandpowerfulplatformprovidesuswiththebasistomakeour
move into other areas of the value chain and into other property market segments.
In2023ourfocuswasinthe‘nd’segmentofthevaluechangeandinthe‘residential’market,
wherewehadnearlyallthelistings,alltheconsumers,alltheagentcustomersandamarket-
leading product set – c90% of our revenues sit here.
Inthemediumandlongterm,whilstneverlosingourfocusonourcorebusiness,thereare
many other digitisation opportunities across the property industry for us to innovate and
build into, selectively and logically: leveraging our brand equity, the consumer reach and
engagement, the platform, and established relationships and partnerships – all underpinned
by unique property data.
Penetration into the value chain
Penetration across the property market segments
Residential Commercial Data monetisation
Sales Lettings Sales Leasing Data Services
Third Party
Advertising
Listings Listings Listings Listings
Agents
Developers
Investors
Display
Mortgage Credit Check Mortgage Investment Data Lending Display
Conveyancing,
Surveys
Reference
Contract Deposit
Conveyancing,
Surveys,
Consulting
Professional
Services
Surveyors Display
Removals,
Home svcs
Inventory,
Removals,
Home svcs
Fit out,
Removals
Fit out,
Removals
Insurance,
Inventory
Display
Renovations,
Energy,
Maintenance
Rent payment,
Maintenance
Renovations
Asset
Management
Renovations
Energy Planning
Display
Current progress
Lifecycle
Move
Transact
Aord
Find
14 | Rightmove plc | Annual Report 2023
Leading products and innovation for both
consumers and customers
Rightmove remained the place that consumers chose to turn
torst,andengagewithmost,throughout2023.Over86%
ofalltimespentonpropertyportalsintheUKwasspenton
Rightmove (2022: 85%)
(3)
and Google continued to report
thatmorepeoplestarttheirpropertysearcheswith
‘Rightmove’thanwith‘Property’.
(4)
Consumers visited
the Rightmove platform over 2.2bn times during 2023
(2022: 2.3bn) and spent over 15.4bn minutes searching and
researching properties (2022: 16.3bn). The reduction in both
visitsandtimesince2022reectsthemorechallenging
marketduring2023,howeverbothmetricsarewellabove
pre-pandemiclevelsandshowthegrowingstrengthofthe
Rightmove platform; up 38% and 27% respectively on 2019
(2019: 1.6bn visits, 12.1bn minutes).
Consumers’ongoingchoiceofRightmovereectsour
investment in continuous improvement of the platforms
features and the data that underpins it, and a determination
toensurethateveryvisitisbothworthwhileandenjoyable.
During2023,wefocusedonwaystogettoknowmoreabout
ourconsumers–toallowustobetterpersonalisetheir
experiencesandprovideeachvisitorwithrelevantcontent,
expandingbeyondthepartofndingaproperty.Inaddition
tosearchtools,weinvestedinexpandingtheresearchdata
weprovidetoconsumers–suchasourHousePriceIndex,
andourpublicationsofweeklymortgageupdatesanda
quarterlyrentaltracker;allofwhichleverageourunique
propertydata.Wesent3.6mconsumeremailseveryweek
providing updates and insights on the property market.
The extent of Rightmove’s consumer reach means that our
customerscanadvertisetheirownbrandsandpropertiesto
the largest property audience in the UK. With our suite of
marketing products, customers see both outstanding and
measurableresults.During2023,wecontinuedtoinvestin
Dear Shareholders,
OneyearinandIamdelightedtoreportcontinuedgrowth
for Rightmove through 2023. With all the macro uncertainty,
particularlyintheearlypartoftheyear,wehavedelivered
notjuststrongnancialgrowth,butincreasedthequality
andrangeofproductsandeciencytoolsweoertoour
consumers and customers. We also reshaped our strategy,
setting out an ambitious plan to expand our business,
stretch our brand, and deliver meaningful acceleration in
bothrevenuesandprotsoverthecomingveyears.
Ournewvisionisto‘giveeveryonethebelieftheycan
make their move’.
Resilience of the business model through all
cycles of the property market
Thehousingmarketslowedsomewhatduring2023,reecting
the increased interest rates and noisy economic backdrop, to
1.0 million
(1)
sales transactions (2022: 1.2 million).
The most notable impact of the higher interest rate
environmentwasincreasedcautiononthepartofbuyers
and sellers. Although this prolonged the property cycle
(thetimeittakesforasellertondabuyer)toanaverage
of 59 days
(2)
(2022:37days),itremainedbroadlyinlinewith
pre-pandemicmarkets(2019:66days).Inthisslower
propertymarket,bothestateagentsandnewhomes
developersneededtoworkhardertoclosesalesandwin
newvendormandates.Nonetheless,theyremainedresilient
and agile, and trusted the Rightmove platform and products
toprovidethemwithmarketingsolutions,lead-generation
opportunities and market data.
As a result, our revenues increased by 10% on 2022. This
continuedgrowthinamorechallengingmarket,aswellas
during the post-pandemic years of more frenzied property
market activity, demonstrates the robustness of our
business model, and the return on investment our products
provide to customers, in all cycles of the property market.
Strategic report | Chief Executives review
A year of continued growth, further
investment in expanding the platform
and providing unrivalled returns to
both consumers and customers.”
Johan Svanstrom ChiefExecutiveOcer
Rightmove plc | Annual Report 2023 | 15
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
newandimprovedproductstodeliverfurthercustomer
value and to improve marketing opportunities. We enhanced
ourtoppackageforestateagentswiththelaunchof
OptimiserEdge,whichcontainstwoexclusiveproducts:
Native Search Adverts (NSA), an interactive advert on the
search results page that drives enhanced consumer
engagement and the ability to re-target consumers; and a
Premium version of our Price Guide that provides data-
backed personalised reporting to support agents’ valuations.
BothproductsexemplifyhowRightmovecandeliver
unsurpassed value from the largest and deepest data set
andreachintheUKmarket.Thetoppackagefornewhomes
developers,Advanced,wasupgradedtoimprovethelookof
videocontentwhichshowcasestheirdevelopments.
Theextentofourconsumerreachalsoallowsustoprovide
customerswithawealthofbehaviouraldatathroughour
lead-generation products – Rightmove Discover and Local
Valuation Alert – that increase the value of a Rightmove sales
lead.Over60millionleadsweresentfromourplatform
during 2023 – a reduction on 2022 (2022: 67 million) due to
theslowermarketandbuyercaution,butastrong50%
increase on 2019 (2019: 40 million) demonstrating the value
of our ongoing investment in lead-generation products.
More than marketing
Customers get much more than marketing as part of their
Rightmove membership. Our customer platform,
Rightmove Plus, is designed to make running customers’
day-to-daybusinesseseasierandmoretimeecient,
through managing their listings, accessing data and
generating reports such as the Best Price Guide (used
over 19 million times in 2023). Customers also have access
totheRightmoveHubwhichprovidesmarket-leading
professional training programmes for their employees.
ThisincludesregularlyscheduledCPD-certiedwebinars:
covering topics from the latest legislation and mandatory
training requirements to changes in the market conditions
(viewedover23,000timesduring2023);ahubofsupporting
documents and material to research and read; and our free
Ofqual-regulatedLevel3CerticateforEstateandLettings
Agents(CELA),whichover3,000agentssigneduptoduring
2023. Agent managers can assign, track and ensure
compliancewithtrainingacrosstheirteamsusingtheTeams
ViewtoolwithintheHub.Currentlyover40,000individual
agents are registered on the Rightmove Hub.
Expanding our vision and strategy
Our vision is to give everyone the belief they can make their
move, and, to achieve that vision, our mission remains to
make the move easier and simpler, by giving everyone access
to the best tools, expertise and data to make it happen.
Our strategy is ultimately to deliver exceptional value to both
customers and consumers on the back of the broadest range
of property data in the UK, fuelled by unsurpassed digital
scale,whichinturnwillgenerategrowthandexceptional
value for all our stakeholders.
AswesetoutatourInvestorDayinNovember,wesee
numerousopportunitiestoexpandtheRightmoveoering,
beyond our ongoing focus on the core business of the
residential property market segment. Although the core
businesswillremainourprimarybusinessdriver,wehave
nowsetourambitionineachofcommercialrealestate,
rental services and mortgage generation. We are going
deeperintothevaluechainwithinseveralpropertymarket
segmentsandfurtherdigitisingprocessestogetherwith
ourpartners:beyond‘nd’andinto‘aord’aswellasthe
later stages of ‘transact’, ‘move’ and ‘lifestyle’.
16 | Rightmove plc | Annual Report 2023
Strategic report | Chief Executives review continued
During2023,wemadeprogressineachofthesethree
strategicgrowthareas.Inrentals,whichstandsforover50%
of all moving journeys each year in the UK
(5)
,wedevelopeda
newsolution,wherebyarentalagreementcannowbe
achievedinvedigitisedandconnectedsteps,bringing
eciencytoallthreestakeholdersofconsumers,agentsand
landlords.Innancialservices,wedoubledourrevenueby
building out our digital mortgage in principle (MiP) tool, to
provide greater volumes and higher-quality MiP leads to our
lender partner. We also connected an estate agent broker to
theonlineapplicationjourney;forthersttimeallowing
consumerstoaccessmortgageadvicewithoutleavingour
platform,byinnovatingtogetherwithouragentpartners.
Finally,ourcommercialrealestatebusinesssawstrong
double-digitgrowthaswebegantheprocessofcreating
aworld-classdigitalcommercialreal-estateadvertising
product.Weseesignicantlong-termopportunityby
deepening the Rightmove commercial product set and
delivering value to commercial landlords, tenants and
brokers on a market leading and UK focused platform.
Wehavestrongconvictionthatourstrategywillserveus
welloverthemediumterm.Itisunderpinnednotonlyby
ourbusinessmodelandnetworkeect,butbystructural
tailwindsintheUKpropertymarket,whichhasashortage
ofhousingstockrelativetodemand;agrowingpopulation;
increasing lifespans; increasing real estate values, and ever-
increasingdigitaladoption,allofwhichcreateamultiplier
economiceect.Weareinvestinginourdataplatformand
the enabling technologies of cloud, mobile and generative AI.
We see opportunities to further strengthen our data moat
andleadingnetworkeects,drivingdiscoveryandeciency
forconsumersandcustomers,aswellasinternaloperations.
Our vision to give everyone the belief that they can make
their move is all encompassing. The Rightmove platform and
datawillprovidetheproducts,dataandinsightsforanyone
considering any property related move, delivering value to
the entire ecosystem.
Contributing to communities and the environment
Givingbacktothecommunitiesinwhichweoperate,not
only through volunteering and charitable giving, but through
supporting the environment, is high on our agenda.
We believe that Rightmove has not just the opportunity,
but the responsibility, to provide insights to help the UK go
greenerandtoacceleratechangetomeetitsNetZerotargets
by 2050. The UK property market contributes 25% of total
UK emissions
(6)
. Rightmove’s platform has the reach and
audience,aswellasvastamountsofuniquepropertymarket
data, to inform and facilitate action amongst stakeholders to
drive the needed reduction in the sector emissions.
We launched our Go Greener initiative in the second half of
theyear,whichprovidesapathwaytogreenerpropertyin
theUKanddenesthecentralpillarsofhowRightmovewill
contribute: Greener Homes, Greener Data, Greener
Buildings, Greener Rightmove. Our initiatives include
supplying green property data and insights to better
understand a property’s green credentials; becoming a
trusted voice for consumers, customers and property
professionalsastheyassessthechallengesandbenetsof
making green improvements; and driving greener buildings
by enabling commercial tenants and investors to discover
sustainable buildings and opportunities. We also published
our second Greener Homes report
(7)
inJuly,whichcombined
millions of Rightmove’s property data points, from the last
15years,aswellasgovernmentdataandopinionsfrom
thousandsofhomeowners,landlordsandrentersthatwe
surveyed. The report provided suggestions and insights
on the incentives that are needed to help people make
green improvements.
Rightmove, in parallel, is continuing its focus on improving its
ownoperationalemissionsandtargets.In2023,weachieved
ourthree-yearenvironmentaltargettoreduceouroce
electricity tonnes of CO
2
by 10% and are ahead of plan on our
targettohave75%ofeetcarsultra-lowemissionby2025,
and 100% by 2028. We also completed a rebase of 2020
calculation methodology and data sets, to ensure
consistencywithourlatestcarbonfootprintcalculation.
Moving forward with the Rightmove team
ThecommitmentandtalentoftheRightmoveteamwas
oneofmyrstimpressionsonjoining,andithasendured.
The team underpins Rightmoves success. We have a
performant culture that is inclusive, creative, innovative
and collaborative. Our team is focused on delivering for our
customers and consumers and driving improvement right
acrossthebusiness.Workingandplayinghard,wellover80%
ofemployeessaythat‘Rightmoveisagreatplacetowork’in
the annual employee survey.
Employeepolicesandbenetswerereviewedandenhanced
duringtheyear:twoadditionaldaysannualholidayfor
everyone,plustwofurther‘Rightmovegives-back’daysfor
volunteering; increasing the employer pension contribution;
andanincreasedcycletoworkallowance.Werefreshedand
extendedourThriveprogrammewhichprovidessupportand
traininginwell-being,mentalhealthandnancialmatters.
DiversityiscoretoourPeopleagenda,benetting
everyone and the business: bringing not only a more
enjoyableworkplacebutabroaderrangeofperspectives,
whichreecttheconsumersandcustomersweserveand
promote innovation and business success. We continue to
evolve our internal training on all aspects of diversity. Whilst
wearepleasedthatcertainaspectshaveimproved,suchas
our gender pay gap and the ethnic diversity of our employees
reectingtheUKpopulation,webelieveandknowthereis
alwaysmoretodo.
IamproudofwhattheRightmoveteamdelivered,and
equallyproudofourambitionsforthefuture–andwouldlike
tothankeveryoneforthehardandhigh-qualityworkduring
2023.Ilookforwardtocontinuingtosupporttheteamin
delivering further value to all stakeholders on our platform
and progressing the ambitious Rightmove strategy.
Johan Svanstrom
ChiefExecutiveOcer
29 February 2024
(1) Residential property transactions in the UK recorded by the Land Registry.
(2) Source – Rightmove Data Services.
(3) Source: Comscore Mobile Metrix® Mobile App only, total Audience, Custom-
denedlistofRightmove(MobileApp)andZooplaPropertySearch(MobileApp),
January – December 2023, United Kingdom.
(4) Source: Google analytics.
(5) Based on number of private rented properties in the UK and average tenancy
length (English Housing Survey 2022-2023).
(6) Source – UK Green Building Council.
(7) Source – Green Homes Report available at
https://www.rightmove.co.uk/guides/energy-eciency/rightmove-greener-
homes-report-2023/
Rightmove plc | Annual Report 2023 | 17
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
18 | Rightmove plc | Annual Report 2023
Number of advertisers
12000
13000
14000
15000
16000
17000
18000
19000
20000
21000
18,969 19,014
18,785
19,809
19,197
2021
2022 2023
2019 2020
Denition
The total number of paid-for UK estate and lettings Agency
branches/branchequivalentsandNewHomedevelopersites
advertising properties on Rightmove.
Strategic link
Theplaceconsumersturntorstandengagewithmost;and
innovationtocreateasimplerandmoreecientmarketplace.
2023 performance
-1
%
Risks
2
1
3
Source: Rightmove
Traffic (time on site measured in billions of minutes)
10.4
11.4
12.4
13.4
14.4
15.4
16.4
17.4
18.4
19.4
12.1
15.9
16.3
15.4
18.3
2021
2022
2019 2020
2023
Denition
Total time measured in billions of minutes spent on Rightmove
platforms during the year.
Strategic link
Theplaceconsumersturntorstandengagewithmost.
2023 performance
-6
%
Risks
2
3
4
Source: Google Analytics
Average revenue per advertiser – ARPA (£ per month)
0
300
600
900
1200
1500
1,088
1,189
1,314
1,431
778
2021
2022 2023
2019 2020
Denition
RevenuefromAgencyandNewHomeadvertisersinagiven
month divided by the total number of advertisers during the
month, measured as a monthly average over the year.
Strategic link
Unrivalled exposure, leads and products for our customers.
2023 performance
+9
%
Risks
2
1 3
Source: Rightmove
Employee engagement
0
20
40
60
80
100
81%
93%
87%
88%
89%
2021
2022
2019 2020
2023
Denition
Based on the number of employee respondents selecting ‘Yes’ as
aresponsetothequestion‘Rightmoveisagreatplacetowork’in
the annual employee survey.
Strategic link
Buildgreatteamswithaculturetoinnovate.
2023 performance
+1
Percentage points
Risks
6
Source: Rightmove
1
Macroeconomic environment
4
Cyber security and IT systems
2
Competitive environment
5
Regulatory risks
3
Newordisruptivetechnologiesandchanging
consumer behaviours
6
Securing and retaining the right talent
Principal risks relevant to our KPIs (read more on principal risks on pages 60 to 63)
Weusethemetricssetoutbelowtotrackouroperationalperformance.
Strategic report | Operational key performance indicators
Rightmove plc | Annual Report 2023 | 19
0
50
100
150
200
250
300
350
400
289.3
205.7
304.9
332.6
364.3
Revenue £m
2021
2022
2019 2020
2023
Revenuegrewby10%yearonyearto£364.3m
(2022: £332.6m)
2023 performance
+10
%
Risks
1
2
3
4
Source: Rightmove
Underlying basic EPS (pence per ordinary share)
10
12
14
16
18
20
22
24
26
2021
2022
2019 2020
2023
12.8
21.8
23.8
25.2
20.3
Underlyingbasicearningspershare(EPS)isdenedasprotforthe
year before share-based payments charges (including the related
National Insurance and appropriate tax adjustments), divided by the
weightedaveragenumberofordinarysharesinissuefortheperiod.
Underlying basic EPS increased by 6% to 25.2p (2022: 23.8p).
BasicEPSgrewby5%to24.5p(2022:23.4p)
2023 performance
+6
%
Risks
1
2
3
4
5
Source: Rightmove
0
50
100
150
200
250
300
219.7
245.4
264.6
137.5
231.0
Underlying operating profit £m
2021
2022
2019 2020
2023
Underlyingoperatingprotincreasedby8%to£264.6m
(2022:£245.4m)withunderlyingoperatingmargin
(1)
at 73%
(2022: 74%)
Operatingprotincreasedby7%to£258.0m(2022:£241.3m)
withoperatingmargin
(1)
at 71% (2022: 73%)
2023 performance
+8
%
Risks
1
2
3
4
5
Source: Rightmove
Cash returned to shareholders £m
0
50
100
150
200
250
300
2021
2022 2023
2019 2020
30.1
238.8
197.7
201.7
148.5
Duringtheyearfreecashowwasreturnedtoshareholdersinthe
formofsharebuybacksanddividendswithcashreturnstotalling
£201.7m (2022: £197.7m).
2023 performance
+2
%
Risks
1
2
3
4
5
Source: Rightmove
(1)Underlyingoperatingmargin:whichisdenedastheunderlyingoperatingprotasapercentageofrevenue.
Weusethemetricssetoutbelowtotrackournancialperformance.
Strategic report | Financial key performance indicators
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
1
Macroeconomic environment
4
Cyber security and IT systems
2
Competitive environment
5
Regulatory risks
3
Newordisruptivetechnologiesandchanging
consumer behaviours
6
Securing and retaining the right talent
20 | Rightmove plc | Annual Report 2023
Strategic report | Financial review
Revenue
Revenueincreasedby£31.7m/10%on2022,to£364.3m
(2022: £332.6m), due to increased demand for our products
andpackageswithinEstateAgencyandNewHomes,annual
priceincreasesandgrowthintheOtherbusinessunits.
2023
£m
2022
£m
Change vs
2022 £m
Change vs
2022 %
Agency
262.0
247.3
14.7
6%
NewHomes
66.4
52.6
13.8
26%
Other
35.9
32.7 3.2 10%
Total revenue 364.3
332.6 31.7 10%
2023 2022
Change vs
2022
Change vs
2022 %
Agency branches 15,839 15,932 (93) (1%)
NewHomes
developments 2,946 3,082 (136) (4%)
Total membership 18,785
19,014 (229) (1%)
Agencyrevenuesincreasedto£262.0m,up6%/£14.7mon
2022, as agents continued to invest in additional products
andupgradedtheirpackages,aswellastheannualprice
increasesfromcontractrenewals.AgencyARPA
(1)
increasedto£1,356–up6%/£78on2022(2022:£1,278).
Agencycustomernumbersendedtheyearbroadlyatat
15,839–down1%/93comparedto2022(2022:15,932).
NewHomesrevenue,at£66.4m,wasup26%/£13.8mon
2022,reectingsignicantupgradestotheAdvanced
package, incremental purchase of products, and successful
contractrenewals.NewHomesARPA
(2)
increased to
£1,825perdevelopmentpermonth,up21%/£312on2022
(2022: £1,513). Development numbers ended the year at
2,946–adecreaseof4%/136on2022(2022:3,082).
Outsidethecorebusiness,ourotherbusinessunitsalsogrew
by£3.2m/10%inaggregate,ledbyourStrategicGrowth
Businesses.Mortgagesrevenuesdoubled,growingbyover
130%
(3)
, as more consumers completed their transactions
withamortgageinitiallysecuredthroughourMiPproduct.
CommercialRealEstaterevenuesgrewby15%
(4)
, driven by
The majority (c60%) of revenue growth from the core
business was from incremental product uptake and
package upgrades, leading to higher ARPA. Development
numbers in New Homes also contributed, being 5% higher
on average throughout 2023 than the average members
during 2022.
The percentage of total revenue from New Homes
increased to 18% (2022: 16%). The contribution from
Agency to total revenue was 72% (2022: 74%), reecting
the semi-countercyclical nature of the Agency and New
Homes businesses, with developers increasing marketing
activity in response to the changing market conditions
during 2023.
Revenue (£m) vs 2022
0
50
100
150
200
250
300
350
0.8
332.6
27.7
3.2 364.3
Dec
2022
Dec
2023
Customers Other
revenue
ARPA
Revenue by segment (%)
Agency New Homes Other
72 18 10
A strong nancial performance, against
an uncertain economic backdrop, driven
by the resilient and growing demand for
Rightmove’s products and services that
deliver exceptional value for customers
and consumers.”
Alison DolanChiefFinancialOcer
highercustomernumbers,andhigherARPAreecting
increased spending on digital products – multi-channel
marketing campaigns and banner adverts in particular.
Rightmove plc | Annual Report 2023 | 21
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Administration costs
Administrationcostsof£106.3mwereup£15.0m/16%from
£91.3m in 2022.
Underlying operating costs
(5)
(denedasoperatingcosts
before the inclusion of share-based payments charges and
relatedNationalInsuranceof£6.5m)were£99.7m–an
increaseof£12.5m/14%on2022(2022:£87.2m).
The increase is due primarily to:
•£8mhigherpayrollcosts:reectingincreasedheadcount
of 12% (average 727 vs 647 in 2022) and the impact of the
annualsalaryincrease(7%),partiallyosetbyreduced
contractorcostsasroleswerelledthroughouttheyear;
£2m higher Tech costs: mostly from increased spend on
consultancy around AI; migration of our data centres to the
Cloud; infrastructure maintenance and higher costs for
softwarelicencesfollowingtheincreasedheadcount.
•£2mofincreasedoverheadcosts:generalinationacross
rentandutilities,professionalfeesandstaexpenses;
higher spend on legal and professional fees; and larger
doubtfuldebtchargesreectingtheimpactofthe
challengingmarketdynamicsonsmalleragentswith
more payment plans utilised during the year; and
£0.5m increased depreciation and amortisation charges:
reectingincreasedsoftwareamortisationfollowingthe
full-year impact, and ongoing capitalisation, of MiP and ERP
development costs.
The share-based payments charge of £6.5m increased
by£2.4mon2022(2022:£4.1m)reectingnewawards,
accelerated charges for good leavers and the impact of the
increase in the share price during the year on the national
insurance charge.
Operating prot
2023
£m
2022
£m
Change vs
2022 £m
Change vs
2022 %
Revenue
364.3
332.6 31.7
10%
Admin costs
(106.3)
(91.3) (15.0)
16%
Operating prot 258.0
241.3 16.7
7%
Operating margin % 71% 73%
Operatingprotof£258.0mincreasedby7%/£16.7mon2022,
withanoperatingprotmarginfor2023of71%(2022:73%).
UnderlyingOperatingProt
(6)
of £264.6m increased by
8%/£19.2mcomparedto2022(2022:£245.4m),withan
underlyingoperatingprotmargin
(7)
of 73% (2022: 74%).
Earnings per share (EPS)
Basic EPS increased by 5% to 24.5p (2022: 23.4p), driven by
theincreaseinprotandcontinuanceofthesharebuyback
programme,whichreducedtheweightedaveragenumberof
ordinary shares in issue to 813.3m (2022: 835.3m).
Underlying basic EPS
(8)
(based on underlying operating
prot
(6)
) increased by 6% to 25.2p (2022: 23.8p).
Taxation
Theconsolidatedeectivetaxratefortheyearended
31December2023was23.3%(2022:18.9%),slightly
belowtheUK’sblendedstandardratefortheyearof
23.5% (2022: 19.0%).
All tax matters are managed to ensure that the right amount
oftaxispaidandcollectedattherighttime,inlinewithall
applicabletaxlawsandtherewerenooverduetaxesatthe
year end.
As in prior years, the total of UK taxes paid and collected by
theGroupissignicantlymorethanthecorporationtaxpaid
onUKprots.Rightmove’stotaltaxcontributiontotheUK
Exchequerwas£148.4min2023(2022:£119.8m).Ofthis,
£69.1m (2022: £52.2m) related to taxes borne by the Group,
whiletheremaining£79.2m(2022:£67.6m)wascollectedin
respect of payroll taxes and net VAT. The increase in total tax
contribution compared to the prior year is primarily due to
theriseincorporationtaxrateto25.0%eective1April
2023,andhigheroperatingprot,whichimpactedbothVAT
and corporation tax. Rightmove’s tax strategy can be found
ontheircorporatewebsite.
VAT IPTEmployment taxes
Taxes collected 2023 (%)
0.3
79.7 20.0
Taxes borne 2023
(%)
1.6
1.2
Corporation tax Employment taxes
Business rates Stamp duty and other
88.2 9.0
22 | Rightmove plc | Annual Report 2023
Balance sheet
Summary consolidated statement of nancial position
2023
£m
2022
£m
Change
£m
Property, plant and equipment
9.4
10.4 (1.0)
Intangible assets
21.8
22.1 (0.3)
Deferred tax asset
2.4
1.5 0.9
Trade and other receivables
31.5
26.6 4.9
Contract assets
0.8
0.5 0.3
Income tax receivable
0.2
0.6 (0.4)
Money market deposits
5.2
5.0 0.2
Cash
33.6
35.1 (1.5)
Trade and other payables
(24.7)
(20.9) (3.8)
Contract liabilities
(2.5)
(2.3) (0.2)
Lease liabilities
(7.5)
(9.6) 2.1
Provisions
(0.8)
(0.8) 0.0
Net assets 69.4 68.2 1.2
Rightmove’sbalancesheetat31December2023showsnet
assets and total equity at £69.4m (2022: £68.2m), including
cash and money market deposits of £38.8m (2022: £40.1m).
Trade and other receivables of £31.5m increased by £4.9m
onDecember2022,primarilyreectinghigherrevenuesin
2023 increasing trade receivables to £24.5m (2022: £20.9m),
aswellassomeageingofdebts,withdebtordaysfortheyear
at 24 (2022: 23 days). The remaining increase in other
receivablesreectsthetimingofprepaymentsandquarterly
interest receivable on cash and money market deposits.
Trade and other payables of £24.7m increased £3.8m due
to the timing of expenditure and invoices received for both
trade and capital expenditure purchases, and higher year end
creditorsforVATandsocialsecuritypayments;wherethe
increases are driven by higher revenues and increased
headcount. Payments to suppliers continued to be made on
atimelybasis:onaveragewithin19days(2022:17days).
Cash ow and liquidity
Rightmove remained debt free during 2023 and cash
generationremainedstrong,at104%ofOperatingProt
(9)
(2022: 101%). Cash generated from operating activities
increased by £24.0m to £268.2m (2022: £244.2m).
The closing cash balance, including money market deposits,
was£38.8m(2022:£40.1m).Surpluscashcontinuestobe
invested in short term, easily accessible money market
deposits, including in a green money market fund.
The Group bought back and cancelled 24.0m ordinary shares
during the year (2022: 22.3m), at a cost of £130.9m (including
expenses) as part of its ongoing share buyback programme
(2022: £130.9m). Dividends totalling £71.7m in relation to
thenal2022dividendpaymentandinterim2023payment
werealsopaidduringtheyear(2022:£67.7m).
Shareholder returns
Consistentwithourprogressivedividendpolicy,theDirectors
arerecommendinganaldividendof5.7pperordinaryshare,
whichwilltakethetotaldividendfortheyearto9.3p–growth
of9%onthe2022dividend.Itwillbepaidon24May2024to
all shareholders on the register on 26 April 2024.
Alison Dolan ChiefFinancialOcer
29 February 2024
(1) Agency ARPA is calculated as revenue from Agency advertisers in a given month divided by the total number of advertisers during the month, measured as a monthly
average over the year.
(2)NewHomesARPAiscalculatedasrevenuefromNewHomesdevelopersinagivenmonthdividedbythetotalnumberofdevelopersduringthemonth,measuredasa
monthly average over the year.
(3)Mortgagerevenuegrowthofover130%resultedinrevenueof£2.2mforthe2023nancialyear.
(4)Commercialrevenuegrowthof15%resultedinrevenueof£12.2mforthe2023nancialyear.
(5)Underlyingcostsaredenedasadministrativeexpensesbeforeshare-basedpaymentscharges(includingtherelatedNationalInsurance).
(6)Underlyingoperatingprotisdenedasoperatingprotbeforeshare-basedpaymentscharges(includingtherelatedNationalInsurance).
(7)Underlyingoperatingmarginisdenedastheunderlyingoperatingprotasapercentageofrevenue.
(8)UnderlyingbasicEPSisdenedasprotfortheyearbeforeshare-basedpaymentscharges(includingtherelatedNationalInsuranceandappropriatetaxadjustments),
dividedbytheweightedaveragenumberofordinarysharesinissuefortheperiod.
(9)Cashgeneratedfromoperatingactivitiesof£268.2m(2022:£244.2m)comparedtooperatingprotasreportedintheincomestatementof£258.0m(2022:£241.3m).
Strategic report | Financial review continued
Rightmove plc | Annual Report 2023 | 23
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Strategic report | Section 172 Statement – Working with our stakeholders
Section 172 Statement
The Board recognises that maintaining a strong relationship
anddialoguewithstakeholdersiscriticaltodelivering
sustainablegrowthoverthelongterm.Theinterestsofall
stakeholdersareconsideredcarefullybytheBoardandwider
businesswhenmakingdecisions,andtheirpotentialimpact.
IncompliancewithSection172(1)oftheCompaniesAct
2006, each of the Board’s Directors acts and makes decisions
inthewaytheyconsider,ingoodfaith,wouldbemostlylikely
topromotethesuccessofRightmove,forthebenetofthe
Groupsmembersasawhole.IndoingsotheDirectorshave
regard, among other matters, to the:
likely consequences of any decisions in the long term;
interests of the company’s employees;
•needtofosterthecompany’sbusinessrelationshipswith
suppliers, customers and others;
impact of the company’s operations in the community and
the environment;
desirability of the company maintaining a reputation for
high standards of business conduct; and
•needtoactfairlybetweenmembersofthecompany.
TheBoardoperateswithinacorporategovernance
frameworkthatprovidesaclearstructurefordecision
making,andwhichallowsday-to-daymanagementtobe
undertakenecientlyandwithinappropriatecontrols.
The Board delegates authority for day-to-day management
to the CEO and senior leadership but the responsibility for
execution of this delegated authority and monitoring is
retained by the Board.
Board decisions are made through the consideration and
discussion of reports received (in advance of each Board
meeting); presentations made to the Board; and
conversationsandmeetingswithstakeholders.Whilethe
Boardalwaysseekstoensurethatdecisionoutcomeswill
benetallstakeholdergroups,itrecognisesthat,as
stakeholderprioritiesarewiderangingandsometimes
conict,itisnotalwayspossibletodoso.Therefore,itseeks
to take decisions that it believes are most likely to provide
resultsthatdeliverthestrategyandsowillservethe
interests of all stakeholders over the long term.
Furtherinformationonhowtheprinciplesthatunderpin
Section172arereectedacrossthewiderbusinessiscross
referencedbelow:
Engaging with stakeholders
Decisionsmadeforthebenetofourstakeholders
Section 172 matter Location for more information
The likely consequences of any
decisions in the long term
Business Model and Our Strategy (pages 6 to 13)
Risk Management and PRU (page 57)
The interests of the company’s
employees
Stakeholder engagement (page 27)
ESG – Our Employees: Diversity, Inclusion and equity (page 45)
Remuneration Committee Report (page 94)
The need to foster the company’s
businessrelationshipswith
suppliers, customers and others
Business Model and Our Strategy (pages 6 to 13)
Stakeholder engagement (pages 23 to 29)
ESG – governance: code of conduct, anti-bribery and corruption
(pages 53 to 55)
The impact of the company’s
operations on the community and
environment
Business Model (page 6)
ESG – environment: Go Greener and TCFD (page 33)
Stakeholder engagement (page 29)
The desirability of the company
maintaining a reputation for high
standards of business conduct
Risk Management (page 57) and Audit Committee report (page 79)
ESG – Governance (page 53)
• Director’sReport(page116)Non-nancialandsustainabilityinformationstatement(page32)
Theneedtoactfairlyasbetween
members of the company
Stakeholder engagement – shareholders (page 24)
ESG – Our employees: People and Culture ( page 45)
ThefollowingpagesoutlinehowtheBoardandwiderbusinessengagedwithourstakeholdersduringtheyear;explaining
whoourstakeholdersare,theirinterests,theoutcomeofBoardengagementandtheBoard’sdecision-makingprocess.
24 | Rightmove plc | Annual Report 2023
Strategic report | Section 172 Statement – Working with our stakeholders continued
Shareholders
Shareholdersaretheownersof
the Company. They include
institutional investors, employees
and private individuals. Investor
condenceensurescontinued
access to capital and maintaining
anopenandtrusteddialoguewith
current and potential investors is
a priority.
What matters to them?
Rightmove’sshareholdersareconcernedwithvaluecreation,thebusinessmodeland
deliveryofthestrategy.Theyneedreportingofnancialresultsandfutureprospectstobe
fair,balancedandunderstandableandexpectlong-termgrowthinnancialperformance,
returns to shareholders and the share price. Shareholders expect robust governance,
eectiveriskmanagement,strongleadershipandculture,andafocusonenvironmental
and social matters.
How Rightmove engages
Shareholder communication is through a comprehensive investor relations programme,
using a range of direct and indirect channels: the annual report and results presentations,
withQ&Asessions;investorroadshows,events,callsandmeetings;theAGM;LSE
regulatorynewsannouncementsandpressreleases;andthroughourinvestorwebsite.
MeetingswithBoardmembersandseniorleadershipcanbearrangedonrequest.
The Board’s investor relations activity is set out in the Corporate Governance section
on page 76.
How feedback reaches the Board and senior management
• TheChairandExecutiveDirectorsholdone-to-onemeetingswithshareholders
and analysts
• InvestorpresentationsandQ&Asessionsathalf-yearandfull-yearresults
• ConsultationwithinvestorsregardingtheRemunerationPolicy(January2023)
• InvestorDay(November2023)allowedBoardmemberstotalkdirectlywithinvestors
External advisors prepare and present investor relations reports and shareholder analysis
at Board meetings
• OurCorporateCommunicationsagency,Powerscourt,seeksperiodicinvestorfeedback
and feeds back to Executive Directors.
Outcomes and value created in 2023
Updated 2023 Remuneration Policy using feedback from investors
• Growthinreturnstoshareholdersthroughsharebuybacksanddividends
• Q&Aopportunity,attheInvestorDay,withtheRightmoveleadershipteamregarding
the Groups strategy, business model and plans for investment
• CorporateResponsibilityCommitteeapprovedanupdatedESGstrategy,inlinewith
shareholder expectations of being a responsible and sustainable company.
Case study: Investor Event
On 27 November 2023 the Rightmove Group Leadership Team hosted an Investor Day at the London Stock
Exchange. CEO Johan Svanstrom and CFO Alison Dolan led the presentations of Rightmoves vision,
businessmodelandstrategy,andansweredquestionsfrominvestorsandanalysts.Ourstrategicgrowth
model is outlined on page 13. The event included break-out sessions to explore and explain our products in
detail, including Rightmove Plus and Rental Services, and presentations on Product, Data and Technology,
EstateAgencyandNewHomes,MortgagesandCommercialRealEstate.
Engagement with our stakeholders
Rightmove’s stakeholders are its shareholders, customers, consumers, employees, business partners and communities in
whichourocesarelocated(includingtheenvironment).Thefollowingpagesexplainthestakeholders’interests;provide
examplesofhowweengagedwiththemduringtheyearandhowfeedbackreachedtheBoardandseniormanagement,as
wellassomeexamplesofoutcomesofdecisionsmadehavingconsideredthisfeedback.
Rightmove plc | Annual Report 2023 | 25
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Customers
Our customers are principally
estateandlettingsagentsornew
homedeveloperswhopayto
advertise properties for sale or
to rent on Rightmove platforms.
Some customers operate
overseas and some deal in
commercial real estate. They rely
on Rightmove’s reach to access
the largest property hunting
audience to help them market
eectivelyandwinmore
business. Customers also include
property professionals, such as
surveyors and mortgage lenders,
whobuyourvaluationandunique
property data and tools.
What matters to them?
CustomersexpecthighlevelsofserviceandvalueformoneyfromRightmove,whichincludes
innovativenewproductsthathelpthemmaintainandbuildtheirownbusinesses.They
expectanexceptionalcustomerexperience:withstrongrelationshipswiththeiraccount
managers and a responsive, helpful and friendly service from our customer services team.
How Rightmove engages
Engagingwithcustomersisconstant,carriedoutthroughouraccountdirectors,managers
and customer experience teams. The Rightmove Hub, our dedicated client portal, provides
webinars,training,andotherresourcesforcustomerstoaccessonline.Seniorleadership
withinthesalesandproductdevelopmentteamsconductin-personsurveysonaperiodic
basistounderstandwhatmatterstocustomers,whilealsoreviewingweeklydataupdates
informing them of customer activity.
How feedback reaches the Board and senior management
The CEO reports to the Board on customer sentiment and retention at every scheduled
Boardmeeting;in2023,thisincludedtheoutcomefromadeepdiveprojectofeld-
basedinterviewstoexplorecustomersentiment
• Accountdirectorsreviewquarterlycustomersentimentanalysisreportsandholdweekly
pods to discuss actions needed
Sales reports, business and strategy updates from area and regional client account
managers
Results of monitoring of client satisfaction and feedback surveys
• MonthlyBoardreportandmanagementreportwhichincludecustomeractivityand
nancialresults.
Outcomes and value created in 2023
• DirectcontactanddiscussionsbetweenExecutiveDirectorsandseveralcustomersto
update our understanding of customer interests and concerns
• LeadtoKeyspropositionlaunchedmakingthelettingsprocessassimpleandecientas
possible for our customers
• LaunchingthedigitalBestPriceGuide,aswellasapremiumpriceguidethathastrackable
alerts, for estate agents
• ReleaseofAdManager-aself-servicetoolreleasedtoNewHomescustomersthisyear,
allowingthemtouploadtheirownartworkwithouthavingtocontactCustomerServices.
• FreequalicationCerticateforEstateandLettingsAgentsQualication(CELA)forall
customers’ employees.
Case study: Listening to customers and taking action
Ourmarketingresearchteamconductedresearchwithagencycustomerstounderstandwhichfeaturesthey
wouldmostvalueinnewproductsandpackages.Oneoftheinsightsrevealedthatagentswantedtobeable
tomakechangestotheirproductsuitethemselves,online.Asaresult,welaunchedAdManagerwithinthe
customerplatform,RightmovePlus,during2023,allowingthemtomanagechangestoanybrandingproducts
online,withouthavingtocallin.Estateagentsalsosaidtheywantedtobeabletobettershowcasetheirown
brandbyusingvideosontheRightmovesearchpage;andwelaunchedNativeSearchAds.35%ofagentsare
engagingwithNativeSearchAdsaspartofourtoplevelpackage.
26 | Rightmove plc | Annual Report 2023
Strategic report | Section 172 Statement – Working with our stakeholders continued
Consumers
Our consumers rely on Rightmove
for tools to search for property
(to buy, sell or let) and for data
to access our unique property
information. They spent over
15.4 billion minutes (about 29,000
years) on Rightmove platforms
in 2023 and their trust and
condenceinRightmove
underpins our business model.
What matters to them?
Consumerswantaccesstodataandtoolstoprovidethemwiththeinformationneeded
tomove.Theywantthistobeeasilyaccessible,accurateandeasytonavigate,andwhere
possiblepersonalisedtothem:withdigitisedworkowsthatprovidethemwithsimpler
moving experiences.
How Rightmove engages
Engagementwithconsumerstakesanumberofforms,asweprioritiseprovidingthehighest
quality experience on our platform: experience design teams conduct user testing on
existingandnewfeatures,gatheringfeedbackfromthousandsofpeopleusingourplatform;
regular communications are sent via email about the housing market and helpful home-
movingguidesandtools,aswellasaskingconsumersabouttheirplansformovingnowand
in the future. Consumer support teams respond to consumer queries on matters such as
propertyadvertisementsanddataqualityandwealsomonitorconsumeractivitythrough
real-timetracandconsumerbehaviourdata.
How feedback reaches the Board and senior management
• Presentationsonthedevelopmentofnewconsumerproductsandservices
• Salesreports,KPIsandnancialresults
Monthly Board and management reports update on customer engagement and activities
Industry metrics and consumer analysis.
Outcomes and value created in 2023
Launch of Sent Enquiries to help people more easily track and manage their move
• Introductionofnewfeaturestoconnectborrowerswithmortgagebrokerstoaccess
more advice
• CreationofTrackaProperty,whichallowsinstantonlinevaluationsforhomesthat
people are interested in
Investment in enlarging our product development teams to further accelerate the pace
ofnewproductdeliveryandenhancedcontent.
Case study: Listening to consumers
Development of the
Commercial Platform
Duringtheyearweincreased
our focus on, and increased our
investment in, our proposition for
commercial real estate consumers.
AnewteamandMDforthe
Commercialbusinesswere
recruited and the platform is being
updatedtoreecttheparticular
and varying requirements of
movers looking to buy or sell
commercial real estate.
Mortgage broker proposition
launched
InNovember2023welauncheda
newmortgagebrokerservice,
oeringmorechoicetoconsumers
by further enhancing our existing
directtolenderservicewiththe
option of an introduction to a
mortgagebroker/adviser.This
servicewillbefurtherexpanded
during 2024.
Track My Property released
Anewfeatureforconsumers,Track
MyProperty,wasreleasedproviding
home hunters the ability to track all
properties they are interested in, as
wellasreceiveanestimateofwhat
it’scurrentlyworth.Thiswillhelp
them organise their information
and navigate directly to properties
that interest them.
Rightmove plc | Annual Report 2023 | 27
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Employees
Rightmove directly employs
almost 800 people in the UK,
acrossocesinLondon,Milton
KeynesandNewcastle,anda
eld-basedaccountmanagement
team. Our success is underpinned
byourpeople,whodeliverour
results, and relies upon us
attracting, developing and
retainingnewtalent,providing
an inclusive and diverse culture,
whilstunderstandingwhat
matters to them.
What matters to them?
Employeescareaboutworkinginadiverse,equitableandinclusiveworkplaceandbeingfairly
compensatedfortheworktheydo.Theyexpecttraining,andopportunitiestogrowand
develop, in a culture that means they can be themselves. Rightmove’s position on and
contributiontoenvironmentalmatters,itsnancialperformanceandreputationarealso
important to our people and prospective employees.
How Rightmove engages
Our Non-Executive Directors hold annual employee feedback sessions to discuss a range of
employee-relatedmatters,whileemployeesurveysarecarriedouteverysixmonths,with
theChiefPeopleOcerfollowinguponthemeswithteams.Eachmonth,TownHallsessions
areledbytheCEOandattendedbytheleadershipteamandotherspeakers,oeringQ&A
opportunitiesforeveryone.Theyearisroundedowithaseriesofannualemployee,
in-personconferencesthatbothlookbackovertheyearandlookforwardviathebusinessplan.
How feedback reaches the Board and senior management
The results of bi-annual employee engagement surveys are discussed at Board meetings
• BoardbriengsfromExecutiveDirectorsandtheChiefPeopleOcer
Employee consultation sessions and direct engagement during site visits by the Board –
see page 49 to read more about employee engagement
• TheRemunerationCommitteeChairmetwithemployeestodiscusstheirviewsonpay
and Executive remuneration.
Outcomes and value created in 2023
• Ongoingannualinationarypayincreaseof4%eectivefromJanuary2024;freeshare
awardforeveryemployeeworthapproximately£3,000andanopportunitytojointhe
annual Sharesave scheme
• Refreshedbenetsfor2024announced:withtwoadditionaldaysofholidayandlong
servicerecognition,thelaunchofavolunteeringschemesupportedbytwodaysofpaid
leave,increasedcycletoworkallowance,EVchargersinstalledatoces
Continued charitable giving, community support and matched funding of £234,000 in 2023
– please turn to page 52 in the ESG report for full details
• Ongoinginvestmentintraininganddevelopment:withthe‘Thrive’wellnessprogramme
andcounsellingonemotionalornancemattersavailabletoallemployeesandanewkey
leaders programme.
Case study: Thrive Wellness Programme
ThriveisouremployeewellnessprogrammetoensurethateveryoneatRightmovefeelsthattheycan
belongandcontributetoasafeenvironment,whilstsupportingeachother’smentalhealthandwell-being.
Thriveisacombinationofawarenessevents,personaldevelopmenteducationsessionsand1:1coaching
opportunities and is open to everyone. See page 51 in the ESG Report for further details.
28 | Rightmove plc | Annual Report 2023
Strategic report | Section 172 Statement – Working with our stakeholders continued
Business Partners
Rightmove takes responsibility
inallitsdealingswithother
businesses, industry and
Government bodies, seeking
to develop open and trusted
relationshipsand,with
regulators, ensuring compliance
withallrelevantregulations.
Our suppliers are instrumental
inensuringwehavecontinuity
of service and can continue
to deliver to customers and
consumerswhilstpolicymakers,
regulators and industry bodies
are all critical in ensuring that
wefullyunderstand,andare
compliantwith,matters
aectingus.
What matters to them?
Suppliersareconcernedthatweoperatewithfairsupplieragreementsandterms,
ensurethatwepaypromptlywithintermsandthatworkingrelationshipsare
collaborative.PolicymakersandregulatorsareconcernedwithRightmove’scompliance
withthelawandtheadoptionofbestpractice.Allourpartnerslookforcooperationand
openandcollaborativeworkingrelations.
How Rightmove engages
Supplier management and engagement by senior leadership is underpinned by
procurementprocessestoonboardnewsuppliers,whichincludediscussionof,and
agreementwith,ourSupplierCodeofConduct,alongwithotherwaysofworking.
Seniorleadershipengagewithindustrybodiesandpolicymakersthroughacombination
of direct and indirect consultation, either in person or through organised conversations
andwebinars.Wealsofrequentlyvolunteertoprovidebusinessinformationtoindustry
bodies and Government to support research and consultation activities.
How feedback reaches the Board and senior management
•Thebi-annualreportingofpaymentpracticesisreviewedbytheAuditCommittee
•Directorandseniormanagementmeetingswithsuppliers
•Businessupdatesandnancialreports,includingcosts
•Regulators’briengs,guidanceand‘DearCEO’letters
Attendance at industry and regulator events
•Boardbriengonlegalactivitywithindustryandgovernmentbodies.
Outcomes and value created in 2023
Ongoing voluntary public reporting of Rightmove Payment Practices: paying
suppliers on time, and, from October 2023, sign up to the Prompt Payment Code
(small business commissioner)
•99%ofsupplierswhoparticipatedinoursupplierduediligenceprocesssignedupto
our Supplier Code of Conduct
Robust procurement policy and supplier onboarding and due diligence protecting
suppliers and Rightmove
•ProactiveengagementwiththeFRConconsultationofcorporategovernanceand
Code changes
•DirectengagementwithGovernmentdepartments(includingDLUHC,HMTreasury
and BEIS) on topics such as AML, Consumer Protection from Unfair Trading
Regulations,energyperformancecerticatesandtheRentersReformBill.
Prompt Payer
While already voluntarily reporting our payment activity in the Payment
Practicesreportingtwiceayeartothegov.ukwebsite,wealsosignedupto
the Prompt Payment Code in October 2023. This is our further commitment
toensurewepaysmallbusinesswithintheirterms.Wepay94%ofallour
supplierswithin30days.AllofthisinformationisavailableontheRightmove
website,ongov.ukandontheSmallBusinessCommissionerwebsite.
Rightmove plc | Annual Report 2023 | 29
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Communities – and the environment
Communitiesaroundouroce
locations, and across the UK,
mattertous.Wewanttopositively
impact our communities: not just
in terms of employment
opportunities and corporate
giving,butalsowithregardsto
environmental and social impact.
What matters to them?
CommunitiesinwhichRightmoveoperatescareaboutemployment,careerandlearning
opportunities; that their local businesses, charities and suppliers are supported; and that
Rightmove is supporting the environment and reducing energy consumption.
How Rightmove engages
Fundraisingwithlocalcommunitiesisdiversiedacrossthecountryandemployees’
hometowns.Centrally,ourCommunitiesandCharityGrouprecommendthekeyareasof
focusforRightmovescorporategivingtotheCorporateResponsibilityCommittee;aswell
asapprovingdonationrequests,matchedfundingfromemployees’ownfundraisingandthe
supporting of customers’ charitable partnerships. Environmentally friendly initiatives and
commitmentsincludeGoGreener,whichisourcontributiontoensuringagreenerUK
propertymarket,andourSTBitargets,toachieveNetZero(seetheEnvironmentsection
of the ESG report).
How feedback reaches the Board and senior management
• TheCorporateResponsibilityCommitteereviewESGprogressupdateseverysixmonths
• PresentationstotheBoardonESGstrategyandactivity,withperformanceagainsttargets
and metrics
• ReviewofObjectivesandKeyResultswhichtrackprogressagainststrategictargets
• FeedbackfromTownHalls,theHaveYourSaysurveys,1:1conversationsandournew
Go Greener employee group.
Outcomes and value created in 2023
• Twopaiddaysofleaveforemployeestovolunteerinlocalcommunitieswereannounced,
in addition to the existing Company matched funding for all employee fundraising
Charitable donations in 2023 totalled £234,000 – including donations to Support Dogs,
CentrepointandCaudwellYouth/Sofea–withsupportforavarietyoflocalcharityevents,
such as the local Milton Keynes Christmas dinner for the elderly
• EVchargerswereinstalledatourmainoce,withLEDlightinginstalledinthe
Newcastleoce
• OurGoGreenerinitiativewaslaunchedwhereourpropertydataandinsightscanhelp
ontheUK’spathwaytoNetZeroby2050.
Caudwell Youth/SOFEA
In2023weprovided£37,000fundingtoanewprojecttoprovide
training and one-to-one mentoring support to 11 young care
experienced people in Milton Keynes.
30 | Rightmove plc | Annual Report 2023
Strategic report | Environment, Social and Governance
We’ve made great progress on our ESG strategy since its launch in 2019
Rightmovehasbeenacarbonneutralbusinesssince2019andworksconsistentlytoreduceitscarbon
emissionsandtoincreasetheamountofwasterecycledinitsthreeocelocations
OurScience-BasedTargetswerevalidatedinDecember2022andduringtheyearourGoGreenerinitiativewas
createdtodriveourcontributiontotheUKtargetofNetZeroby2050
Rightmove is a socially responsible employer and has reduced its gender and ethnicity pay gaps, demonstrably
increasing diversity, equity and inclusion
Weareactiveinourcommunities,supportingemployeevolunteeringwithpaidleave,matchingemployee
charitable donations and have a programme of corporate charitable giving
OurGovernanceframeworksandsystemsofriskmanagementandinternalcontrolsarerobustandweoperate
safeandsecureplatforms,withzeroreportabledatabreachesin2023
WecreatedaCorporateResponsibilityCommittee,comprisingthewholeBoard,tochallengeandmonitor
progress on all ESG initiatives
ESG strategy
During2023,RightmoverevieweditsESGstrategytoensureitremainedtforpurpose.TheCorporateResponsibility
Committee approved the updated ESG strategy for 2023-2026 at its meeting in September 2023. For further details
please turn to the Corporate Responsibility Committee report.
Strategic report | Environment, Social and Governance
ESG highlights 2023
Environment
Launched our Go Greener initiative
•CreatedournewGoGreener
employee group
Published the second Green
Homes report in July
Achieved, or on track to achieve,
three of our environmental metrics
and targets
For more information, please turn
to page 33
Social
Reduced employee pay gaps
Improved diversity, equity and
inclusionthroughnetworksand
training
Bespoke 1:1 Thrive programme
oeringmentalhealthandother
support.
Launched ‘Giving Back Days’:
employeescanparticipateintwo
paid volunteering days a year
Donated £234,000 to selected
charitable causes
For more information, please
turn to page 45
Governance
Enhanced governance culture,
through leadership and training
Robust governance and compliance
frameworks
Continuous improvements to
platform security
• Engagedwithcustomersand
consumers,implementingnew
waysofworkingtoelevatetheir
experience
For more information, please
turn to page 53
ESG Report
Rightmove is a sustainable, responsible business
generating value for all its stakeholders
Rightmove plc | Annual Report 2023 | 31
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Environment
Embed the Go Greener employee
group
Develop a carbon action plan to
underpin our net-zero targets
Educate consumers and support
action through increased provision
of green data and information
•Providecustomerswithgreen
products, data and insights
Social
•Continuewithactionstoclose
gender and ethnicity pay gaps
Further focus on diversity, equity
andinclusion,withcontinued
investment in social programmes
Support social mobility through
workexperienceand
apprenticeships
Embed the volunteering programme
and increase corporate giving
Governance
•Reviewcodesofconductand
ethical architecture
•Enhancegovernanceframeworks
through insourcing Rightmove’s
internal audit team
•Reviewhealthandsafety
frameworks
Continue to invest in safe and
secure platforms and systems
Our ESG ambitions for 2024-2026
Reporting frameworks
To report clearly and comprehensively on the Group’s ESG performance, Rightmove is aligned to the Task Force on
Climate-related Financial Disclosures (TCFD) and to the principles of the Sustainability Accounting Standards Board (SASB)
frameworkforInternetandMediaServices.Disclosureindicesfortheseframeworkscanbefoundonpages35and56.
Rightmoveisalsoguidedbysixofthe17UNSustainableDevelopmentGoals(SDGs)thatweconsideraremostrelevantto
ourbusiness,assetoutbelow.
UN Sustainable Development Goals
TheUNSDGsaimtoendpoverty,protecttheplanetandensureprosperityforall.Wehaveidentiedthegoalswhichhave
mostrelevancetoourbusinessandwillensurethatwemakeapositivecontributiontotheseareasintheUK,thehomeof
our business.
Quality
Education
Gender
Equality
Decent work
and Economic
Growth
Sustainable
Cities and
Communities
Responsible
Consumption
and Production
Climate Action Life on Land
Playing our part
We believe in opportunity and education for all and operate a fair and inclusive
workingenvironmentwheregenderandethnicequalityarecelebrated.
Playing our part
Webelievethatwecanhelpto
drive the UKs net zero agenda by
continuing to digitise home moving
and by helping consumers to
understand the options to make
homesmoreenergyecient.
FTSE4Good Index
Created by the global index provider FTSE Russell, the FTSE4Good Index Series is designed to
measure the performance of companies demonstrating strong ESG practices. The FTSE4Good
indicesareusedbyawidevarietyofmarketparticipantstocreateandassessresponsible
investments.
Wearepleasedtoconrmthat,havingbeenindependentlyassessedundertheFTSE4Goodcriteria,
Rightmove is a member of the FTSE4Good Index Series.
32 | Rightmove plc | Annual Report 2023
32 | Rightmove plc | Annual Report 2023
Strategic report | Environment, Social and Governance continued
Non-nancial and sustainability information statement
ThetablebelowshowswhereinformationcanbefoundinrelationtotherequirementsofCompaniesAct2006
section414CAand414CB,includingfurtherinformationonpoliciesandpolicyoutcomes(whereapplicable).
Reporting requirement Annual Report section Page(s) Related policies and standards
Environmental matters, including
the impact of the business on the
environment and climate-related
disclosures
TCFD Statement
ESG
Section 172 statement
Strategic report – principal risks and uncertainties
35
30-44
23-29
60-63
Environmental strategy
Employees
ESG
Section 172 statement
Directors’ Remuneration Report
45-51
27
94-115
Code of Conduct
Health and Safety Policy
WhistleblowingPolicy
Flexible Working Policy
Maternity, Paternity and
Shared Parental Leave Policy
The‘Hows’
Gender Pay Gap reports
Social and community matters
ESG
Section 172 statement
52
29
Charitable Giving Guidelines
Respect for human rights
ESG
55 Modern Slavery Statement
Data Retention Policy
Privacy Policy
Anti-bribery and corruption ESG
Audit Committee report
54
85
Financial Crime Policy
WhistleblowingPolicy
Business model
Business model
Strategic report
CEOreview
CFOreview
6-8
2-65
14-17
20-22
Principal risks and uncertainties
Strategic report – principal risks and uncertainties 60-63
Non-nancial key performance
indicators
Strategic report – operational key
performance indicators
18
Rightmove plc | Annual Report 2023 | 33
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
TheUKhasacurrenttargettobecomeNetZeroby2050.With25%oftheUK’semissions
directly attributable to property, our ability to reach the largest UK property market audience
meanswehaveauniqueroletoplayinhelpingwiththereductionoftheUKscarbonfootprint,
aswellasfocusingdirectlyonourownoperationsandemissions.
Thissectionofthereportsummarisesourstrategyandinitiativestoensurewearemakingapositivedierence
totheenvironment–akeypartofwhichisourGoGreenerinitiative–andhowweanalyseandmeasurethe
Groups carbon emissions.
Go Greener
OurnewGoGreenerinitiativeprovidesapathwaytogreenerpropertyandispart
of our climate risk mitigation and opportunities strategy.
AsthepropertyportalwiththelargestpropertyaudienceintheUK,operatinginapropertymarketthatmakesup25%of
totalUKemissions¹,Rightmovehastheopportunitynotonlytofocusonitsownoperationsandemissionsbuttocontribute
totheentireUKtargettobecomeNetZeroby2050.
OurGoGreenerinitiativewillhelpourstakeholdergroupstoimprovetheirgreencredentialsandithasbeendevelopedacross
four key pillars, underpinned by ongoing innovation and input from the employee Go Greener group:
(1) UK Green Building Council 2021 report.
Greener Rightmove
Make our business more sustainable by minimising
our environmental impact and becoming a Net
Zerobusinessby2040andinourdirectoperations
by 2030
Greener Homes
Create a single trusted voice for home movers,
customers and property professionals to help
them better understand the challenges and
benetsofgoinggreener
Continuous innovation
Helping consumers and customers use technology to reduce
their environmental impact and carbon footprint
Go Greener Employee Group
To embed green initiatives across Rightmove
Greener Data
Become the leading source of green property
dataandinsight,creatingownedandpartner
opportunitiesacrossRightmove’snetwork
Greener Buildings
Enable commercial tenants and investors to
discover sustainable buildings and opportunities
Environment
Protectingtheenvironment,loweringcarbon
emissions
34 | Rightmove plc | Annual Report 2023
Strategic report | Environment, Social and Governance continued
2023 Go Greener highlights
Industry insights on going green
Rightmove is uniquely placed to provide green insights into changing consumer behaviour and the challenge
that lies ahead for the decarbonisation of the UKs property stock.
ThesecondeditionofourGreenerHomesreportwaspublishedinJuly2023:astudyhighlightinggreen
opportunitiesandchallenges,aswellasrecommendationsforthegovernmentandthewiderindustryto
consider regarding the barriers facing consumers to go greener.
Thegreeneducationalguidesonourplatformhavealsoevolvedtoincludeawiderrangeofsubjects,
including the energy price cap, heat pumps and solar panels.
Greener Data
OurDataServicesbusinessisattheforefrontofgreendatainnovation,developingnewclimatedatasetsand
productsthatanalysetheimpactofenergyeciencyonpropertyvalues.
During2023,weundertookanexploratoryprojectaspartoftheGovernment’sGreenHomeFinance
AcceleratorFund:workingwithretrotpathwayspecialistsSeroandlenderVirginMoneyonthisPOWER
project(PartnerOutputsWorkingToEnableRetrot)tohelpdrivegreennanceinnovation.
Oneoutcomewasthedevelopmentofagreen premium calculator: based on Rightmove’s vast and unique
propertydataset,thiscalculatesthebenetsofundertakingenergyeciencyretrotmeasuresonahome’s
forecasted resale value. This green premium–atermusedtoreectthevalueupliftofundertakingenergy
eciencyimprovingretrotworks–canbeutilisedbyconsumerstounderstandthefullimpactofundertaking
thesuggestedimprovementsoutlinedwithintheirpathwaytoNetZero.
Followingthisexploratoryphase,wewillbecontinuingtoworkwiththesepartnerstoassessanddevelop
innovativeproductsthatcanempowerowner-occupiersandlandlordstounlocktheenergyeciency
potentialoftheirpropertybyimplementinggreenretrotmeasures.
Equipping our customers
WeintroducedEnergyPerformanceCerticate
(EPC) information for every property advertised in a
newpremiumversionofourmostpopulartoolfor
estate agents, the Best Price Guide. This enables
estate and letting agents to easily see property EPC
ratings,andtosharethisinformationdigitallywith
potential home movers.
Go Greener employee group
Our smaller environmental employee group has
evolved into a much bigger Go Greener group.
The purpose of this employee-led group is to build
acommunity,withapassiontohelpembedour
strategy across the business, generate ideas that
helpusachieveourNetZerotargetsandbuild
connectionswithexternalgreenexpertsand
organisations.
Rightmove plc | Annual Report 2023 | 35
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
TCFD recommended disclosure Reporting and compliance
Governance
1 Describe the Board’s oversight of climate-related risks and
opportunities
2 Describe management’s role in assessing and managing
climate-related risks and opportunities
These are described in the TCFD Governance section of this
report,below,intheCorporateResponsibilityCommittee
report and in the TCFD Risk Management section of this
reportbelow.
Strategy
3 Describe the climate-related risks and opportunities the
organisationhasidentiedovertheshort,mediumand
long term
4 Describe the impact of climate-related risks and
opportunities on the organisations businesses, strategy
andnancialplanning
5 Describe the resilience of the organisation’s strategy,
takingintoconsiderationdierentclimatescenarios
The key climate-related risks and opportunities are described
intheClimateStrategysectionofthisreportbelow.
The impact of these risks and opportunities has been modelled
andisillustratedbelow.
TheRiskandAuditCommitteeshavereviewedthe
methodologyandanalysisofrisksandopportunities,whichis
describedbelow.
The resilience of Rightmove to a variety of climate scenarios is
set out in the Climate Strategy section of this report.
Risk management
6 Describe the organisations processes for identifying and
assessing climate-related risks
7 Describe the organisations processes for managing
climate-related risks
8 Describehowprocessesforidentifying,assessingand
managing climate-related risks are integrated into the
organisations overall risk management
Rightmove’s approach for identifying, assessing and
managingclimaterisksisdescribedbelowintheClimate
strategy section of this report and the Groups risk
managementframeworkissetoutintheRiskManagement
section on page 57.
Metrics and targets
9 Disclose the metrics used by the organisation to assess
climate-relatedrisksandopportunitiesinlinewithits
strategy and risk management process
10 Disclose Scope 1, Scope 2, and, if appropriate, Scope 3
greenhouse gas (GHG) emissions, and the related risks
11 Describe the targets used by the organisation to manage
climate-related risks and opportunities and performance
against targets
The environmental targets and metrics are set out on page 43,
togetherwithperformanceagainstourtargetsandourclimate
actionplantotransitiontoalowercarbonbusinessmodeland
net zero in our direct operations (Scope 1, 2 and Scope 3 Data
Centres) by 2030 and in our supply chain by 2040.
Task Force on Climate-Related Financial Disclosures (TCFD)
Our aim is to make Rightmove more sustainable by minimising our environmental impact and
becomingaNetZerobusinessby2040,andinourdirectoperationsby2030.InDecember2022,
ourSBTineartermandnetzerotargetswerevalidated.
Task Force on Climate-Related Financial Disclosures (TCFD) compliance statement
RightmovehasprepareditsTCFDdisclosuresinlinewiththeguidanceinthe2021updatestotheTCFDFinalReportand
Annex,includingthesupplementaryguidanceforallsectors.WecontinuetodevelopourNetZerostrategyandtoevolveour
reporting under the TCFD recommendations.
Atthetimeofreporting,theGroup’sclimate-relatednancialdisclosuresareconsistentwiththeTCFDrecommendations
andsupportingrecommendeddisclosures–thetablebelowshowswherethedisclosurescanbefoundinthisreport.
36 | Rightmove plc | Annual Report 2023
Strategic report | Environment, Social and Governance continued
TCFD Governance
management across the business, and reports on climate-
related disclosures to the Audit Committee.
TheChiefFinancialOcer(CFO),whohasexecutive
responsibility for implementing Rightmoves ESG strategy,
chairs the Risk Committee and is also a member of the CR
Committee, creating a joined-up focus on climate-related
risks and opportunities. An ESG dashboard, including climate-
related metrics and performance, is regularly updated by the
CompanySecretary,wholeadsonESGmatters,andis
reviewedbytheRiskCommittee,AuditCommitteeandCR
Committee to monitor progress against agreed targets.
Input and ideas from the Go Greener employee group is fed
into the Risk Committee. The Go Greener Group met during
theyeartodiscussandconsiderwaystoimproveRightmoves
ownenvironmentalperformanceandtoutilisethereachof
the Rightmove property portal to positively impact climate-
related risks and opportunities.
Anenvironmental/climateunderpinisincludedinourannual
bonus performance targets – for further details please refer
to the Directors’ Remuneration Report.
Corporate Responsibility
Committee
Board
Oversight
Chief Financial
Ocer
Audit
Committee
Risk
Committee
Senior
Leadership Team
Go Greener
Group
Board oversight of and Executive
responsibility for climate-related risks
and opportunities
The Board has overall oversight and responsibility for
Rightmove’sriskmanagementframework,whichsupports
theidentication,assessmentandmitigationofrisks–thisis
describedindetail,togetherwiththeBoard,AuditCommittee
and Risk Committee responsibilities, in the Risk Management
reportonpage57.Rightmovesriskmanagementframework
includesESGandclimate-relatedrisks,whichhavebeen
establishedastheirownriskcategoriesandfullyintegrated
into Rightmoves risk register. The Board and Audit Committee
reviewallsignicantandemergingriskssemi-annually.
A Corporate Responsibility (CR) Committee is in place to
specicallyfocusontheGroupsESGstrategy,risksand
opportunities (see the CR Committee’s report for further
detailsofitsworkin2023).TheCRCommitteeischairedby
the Chair of the Board and its membership consists of all
Board Directors. The CR Committee is supported by the
RiskCommittee,whichisattendedregularlybysenior
OurnewGoGreenerinitiativeintegratesresponsibilityfortherisksandopportunitiesassociatedwithclimate
changethroughoutRightmove,promotingwiderstakeholderownershipofenvironmentalmatters.TheBoard
consideredandapprovedanewESGstrategyin2023,whichincludesacommitmenttoproduceRightmove’s
rstcarbonactionplanin2024.
Rightmove plc | Annual Report 2023 | 37
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Climate-related scenario analysis – physical risks and transition risks table
TheTCFDframework’scategorisationoftransitionandphysicalclimateriskshavebeenusedtoassesshowclimaterisk
factors could impact Rightmove.
Scenarios and key assumptions
Timeframe of impact
Early Policy Action
< 2 degrees
Early policy action
Smooth transition
Short term 2020-2025
Late Policy Action
< 2 degrees
Late policy action
Disruptive transition
Medium term 2025-2035
No Policy Action
> 3 degrees
No policy action
Business as usual
Longer term 2035-2050
PeakUKshadowcarbonprice(2010US$/tonne
carbon dioxide equivalent)
900 1,100 30
Meanglobalwarmingrelativetopre-industrial
times by the end of the scenario
1.8°C 1.8°C 3.3°C
Mean sea level rise in the UK (m) 0.16 0.16 0.39
Physical risk in the UK Low Low High
ImpactonannualoutputgrowthintheUK Temporarylowergrowth
Sudden contraction
(Recession) in years
2030-2035
Permanentlower
growthandhigher
uncertainty
Source: Bank of England report
Theresultingscenarioanalysisandnancialimpactassessmenthighlightedtheincreasedriskoffailuretocomplywith
emerging regulation and the impact on consumer behaviour and customer economics.
Werecognisethatwehaveanimportantroletoplayinthe
UKGovernment’sdrivetoNetZeroby2050andneedto
continue to build climate resilience into our business model
andstrategy,aswellastocontinuetofocusonminimising
ourownemissions.
OurnewGoGreenerinitiativewillbeanenablertoamore
sustainable property industry – an industry that accounts
for approximately 25% of all the UK’s CO
2
emissions – and
isalignedwiththeUKscurrenttargettobecomeNetZero
by 2050.
Climate-related risks and opportunities
Rightmoveisadigitalbusiness,witharelativelylow
environmental impact and a business model that can be
sustainedinalow-carbonenvironment.Tobuildclimate
resilience into our business strategy, the Risk Committee has
identiedthepotentialphysicalandtransitionalrisksand
opportunities for Rightmove presented by climate change.
Anassessmentofthenancialimpactoftheserisksand
opportunities under multiple future climate-change
scenarios has been updated during the year. It considered
the actions needed to achieve our commitment to net zero
by2040,aswellastheimpactofpotentialphysicaland
transitionrisksandopportunities.Theconclusionwasthat
theserisksdonothaveamaterialimpactonthenancial
statements, as set out in more detail in note 1 to the
nancialstatements.
All existing and emerging climate-related risks and ESG
reportingwerereviewedbytheRiskCommitteeduringthe
year and reported to the Audit Committee and to the Board.
Thenancialanalysisofclimate-relatedriskswasreviewed
by the Audit Committee and reported to the Corporate
Responsibility Committee. The Audit Committee also
considered the impact assessments, concluding that the
potentialnancialimpactofclimate-relatedrisksonthe
Groupsoperationswasimmaterial,andthattheclimate-
related risks are not principal risks given the limited impact
that they could have on the business either operationally or
nancially:theriskscouldnotseriouslyaectthe
performance, future prospects or reputation of the Group.
Climate strategy
Thereachofourplatform,whichcapturesover86%ofalltimespentonpropertyportals,
combinedwiththeevolvingexpectationsofconsumersonenvironmentalmatters,puts
Rightmove in a unique position to contribute to the reduction of the UK’s carbon footprint
throughourplatformsdatasets,whichprovideinsightstoconsumers,customers,theUK
Government and property professionals.
38 | Rightmove plc | Annual Report 2023
Strategic report | Environment, Social and Governance continued
Climate-related risk analysis and nancial impact
TheRiskCommitteeconsidereddetailedanalysisofthenancialimpactofclimate-relatedriskstoRightmovesbusiness;
thekeyriskswhichcouldhaveanancialimpactthroughincreasingcostsorreducingrevenue(albeitalimitedone)are
summarisedinthetablebelow:
Type of Risk Specic Risk
Early Policy Action
< 2 degrees
Early policy action
Smooth transition
2020-2025
Late Policy Action
< 2 degrees
Late policy action
Disruptive transition
2025-2035
No Policy Action
> 3 degrees
No policy action
Business as usual
2035-2050
Transition Risks
EPC ratings required on property portals
Property details require additional
environmental information
Newboilerregulations
Physical Risks
Datacentredisruptionowingto
extremeweather
Opportunities
Increased direct third-party advertising
for eco-friendly organisations
Climate-related risk analysis and nancial impact
Magnitude of Financial Impact Description
Trivialone-onancialimpact
Lowone-onancialimpactandtrivialongoingnancialimpact
Mediumone-onancialimpactorlowongoingnancialimpact
High,butimmaterial,one-onancialimpactormediumongoingnancialimpact
Primary climate-related risks and opportunities
Theprimaryrisksandopportunitiesidentiedthroughthenancialanalysisaredescribedinmoredetailbelow:
Transitional risks
Early, mandatory EPC regulation may result in our customers requiring additional resources to complete due diligence on
EPC ratings, reducing their capacity to increase marketing expenditure on Rightmove.
•Consumerswilllikelyrequirepropertydetailstoincludeincreasinglevelsofenvironmentaldata,suchasooddataor
alternateenergysources,whichmayincuradditionalthird-partydatacosts.
•Newboilerregulationscouldresultinthegasheatingbanrestrictingthestockofpropertiesthatagentscanadvertise
forsaleortorent,reducingtheircapacitytoincreasemarketingexpenditureonRightmove;and/oritcouldresultinstock
delaysfornewhomesandbuildtorent,causingaone-oshortageofnewhomes,reducingdevelopers’capacityto
increaseexpenditureonRightmove.GoGreenerraisesawarenessofalternativeandsustainablemethodsofheating,
as part of our Greener Homes strategy pillar.
Rightmove plc | Annual Report 2023 | 39
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Type of Risk Specic Risk
Transition Risks
1EnergyPerformanceCerticate(EPC)ratingsrequiredonpropertyportals
2 Property detail reporting becomes more onerous for agents
3NewboilerregulationresultsinreducedAgencyandNewHomesstockonthemarket
4 Increased environmental administration for agents
5 Legacy properties become unavailable to advertise
6Newenvironmentalregulationreducesmortgageavailability
7Requirementforadditionalgreen’searchltersonRightmoveplatforms
8Newpetrol/dieselcarbanin2035
9 Regulatory restrictions on energy use
10 Change in Rightmove's environmental supplier strategy
Physical Risks
11Datacentredisruptionowingtoextremeweather
12Heatwavesincreasecoolingcostsinocesanddatacentres
13Extremeweatheraectsavailabilityofwebsite
14Travelrestrictionsplacedonstaasaresultofextremeweather
15Rawmaterialscostincreaseforhardwaresuppliers
16Homeworkingdisruptionduetoextremeweather
17Oceavailabilityissuesduetoextremeweather
18Traveldisruptionduetoextremeweather
19 Extreme cold increases utility costs
20ExtremeweatherlimitslanduseforNewHomes
21Commercialcustomerdisruptionduetoextremeweather
22Extremeheataectsdemandforsomeoverseasregions
Opportunities
23 Increased direct third-party advertising for eco-friendly organisations
24 Eco-friendly market segmentation
25 Environmental risk data sales
26AgentsrequireRightmovedigitalproductsforenvironmental/administrationeciencies
27 Insurance Premiums reduced for greener businesses
28 Investor Relations improved by positive environmental reporting
Other risks and opportunities
Inadditiontotheprimaryrisksandopportunities,otherswereconsideredaspartofthewiderassessmentofclimate-related
scenariotesting,asfollows:
Physical risks
•Impactofextremeweatherandoodinginthelongterm(nopolicyaction)onourdatacentresorCloudprovidersmay
resultin:intermittentwebsiteorinternetavailability;lossofconsumerengagementandrelatedrevenuefromconsumer
services;and/orapotentiallossofrevenuefromareductionincustomernumbersandthird-partyrevenues,plus
potential litigation costs arising from customer contract disputes.
Opportunity
Actively sell third-party advertising to climate-friendly service providers on Rightmove platforms.
Theserisksandopportunitiesareconsideredduringnancialandoperationalplanning.Forexample,consumerrelatedtransitional
risks are addressed through our Go Greener initiative and physical risks mitigated by the transition of data centres to the Cloud.
40 | Rightmove plc | Annual Report 2023
Strategic report | Environment, Social and Governance continued
Aggregated risks
Inadditiontoanalysisoftheaboveindividualrisks,weconsideredaggregatedriskscenarios,ofwhichtwoaredetailedbelow.
Thecombinednancialimpactsoftheseaggregatedrisksarenotnecessarilyadditiveastherecanbeoverlapintheresulting
impact on Rightmove:
Changing consumer behaviour
Changesinconsumerbehaviourmayresultinanincreaseddemandforenvironmentallyfriendlyproperty,whichultimately
aectsthewaypeoplesearchforpropertyandresultingpropertypricechanges.Thefollowingrisksandopportunitieswere
considered:
EPC ratings required on property portals (1)
Property details reporting becomes more onerous for agents (2)
•Requirementforadditionalgreen’searchltersonRightmoveplatforms(7)
Increased direct third-party advertising for eco-friendly organisations (23)
Eco-friendly market segmentation (24)
TheoutcomeoftheaboveanalysisindicatesalownancialimpacttoRightmoveinearlyandnopolicyactionscenarios,anda
positive revenue opportunity in the late policy action scenario.
New Homes regulation
ThisrelatestochangesinregulationthatspecicallyimpactnewhomesandBuildtoRentdevelopments.Thefollowingrisks
andopportunitieswereconsidered:
EPC ratings required on property portals (1)
Property detail reporting becomes more onerous for agents (2)
•NewboilerregulationresultsinreducedAgencyandNewHomesstockonthemarket(3)
Increased Environmental administration for agents (4)
Eco-friendly market segmentation (24)
ThenancialimpactofnewhomesaggregatedrisksandopportunitiesonRightmoveresultsinalowriskforboththeearly
and no-policy action scenarios and a net positive revenue opportunity in the late policy action scenario.
Climate-related opportunities
Theopportunitiesforaninnovative,digitalbusinessarecumulativeandbecomemoresignicantovertimeandinclude:
Enhancing property details and search criteria on our platforms to enable property hunters to identify all relevant
informationaboutaproperty,includingenergyeciency
•Enablingpropertyhunterstouseenvironmentalsearchlterswhenlookingforapropertyonourplatforms
Digitising the consumer home-moving journey by adding transactional functionality to our platforms, for example, tenant
referencing, insurance and utility services
Providing proprietary data analysis and enhanced property valuation services and insights into the value of sustainable
homeimprovements(seeexamplebelow)
•Developingmorecustomertoolstoincreaseeciencyandreducerelianceonphysicalresources,forexample,
enhancementstotheBestPriceGuide,appointmentbookingandvirtualviewings.
TheRiskCommitteewillcontinuetodedicatetimeatmeetingstotheanalysisofthenancialimpactofclimate-related
risks and opportunities during 2024.
Rightmove plc | Annual Report 2023 | 41
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Streamlined Energy and Carbon Reporting
Methodology
RightmoveplcisrequiredtoreportitsenergyuseandcarbonemissionsinaccordancewiththeCompanies(Directors’
Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018. The data detailed in the table
belowshowsemissionsandenergyuseforwhichRightmoveplcisresponsibleandhasoperationalcontrolover,including
energyusedinocesandfuelusedincompanyvehicles.WehaveusedthemainrequirementsoftheGreenhouseGas
ProtocolCorporateStandardtocalculateouremissions,alongwiththeUKGovernmentGHGConversionFactorsfor
Company Reporting 2023. There are no overseas operations. We have restated our comparison year’s 2022 emissions to
ensureconsistencywiththelatestcalculationmethodologyfollowedforthe2023calculations.
2023 2022
Total kWh 1,282,135 1,093,581
Scope 1 Company Car Travel and Natural Gas
(1)
209.51 169.77
Scope 2 Electricity (location-based)
(1)
84.77 78.06
Total Scope 1 + Scope 2 (location-based) 294.28 247.83
tCO
2
e (Scope 1 + 2) per employee (location-based)
(2)
0.40 0.38
tCO
2
e (Scope 1 + 2) per £ million turnover (location-based)
(3)
0.81 0.75
Scope 2 Emissions from purchased electricity (market-based) 0.00 3.13
Total Scope 1 + Scope 2 emissions (market-based) 209.51 172.90
tCO
2
e (Scope 1 + 2) per employee (market-based)
(2)
0.29 0.27
tCO
2
e (Scope 1 + 2) per £ million turnover (market-based)
(3)
0.58 0.52
(1)Scopes1&2arereportedintonnesofCO₂equivalent.
(2) Based on average number of employees throughout the year 2023: 727, 2022: 647.
(3) Based on revenue of £364.3m for 2023 and £332.6m for 2022.
Greenhouse gas emissions
Carbon rebasing in 2023
In2023,toensureconsistencywiththelatestyear’sfootprintcalculation,andinlinewithemissionsreportingbest
practice,Rightmovecompletedareviewofits2020baseyearcalculationmethodology,boundaryandemissionfactors
datasetspreviouslyused.Throughthisreview,weidentiedachangetothespend-basedemissionfactorsdataset,
whichhasaectedourspend-basedemissionscalculations.
Toaccuratelytrackprogresstowardsourcarbonreductiontargets,andtoremaininlinewithbestpracticeandthe
GHGProtocol,wehaveadjustedthe2020baseyearemissionsinventorytoaccountforthespend-basedemission
factorschangeidentied.Restatingour2020baseyearemissionsensuresconsistencyandrelevanceofthereported
GHG emissions information.
42 | Rightmove plc | Annual Report 2023
Strategic report | Environment, Social and Governance continued
OurScope2market-basedemissionsforthereportingyear2023werezero,asallourocesareconsuming100%green
electricity,backedbyRenewableEnergyGuaranteesofOrigin(REGOs).‘OtherScope3Categories’includeemissions
associatedwithFuelandEnergyrelatedactivitiesandWastegeneratedinoperations.
Asadigitalbusiness,Rightmove’semissionsassociatedwithScope3,PurchasedGoodsandServicesareresponsible
for76%ofourtotalScope1,2and3footprint,withemissionsassociatedtomarketingactivitiesresponsiblefor26%of
our Purchased Goods and Services emissions.
ElectricityconsumptionfromdatacentresactivitiesisalsoincludedwithinourPurchasedGoodsandServicesemissions.
All our data centres are consuming 100% green electricity.
Progress against our SBTi Near-Term and Net-Zero Targets
Overall,oneofthesideeectsofthisgrowthhasbeenanincreaseinpurchasedgoodsandservicesandcapitalgoods,and
ouremissionsin2023haveincreasedcomparedtotherebasedyear2020.ThecontextforthisisthattheGrouphasgrown
considerablyinsizesince2020,withthenumberofemployeesincreasedby30%.Thisgrowthhasled,inadditiontohigher
revenues, to an increased spend for purchased goods and services and capital goods.
Ouroperationsduring2020wereaectedbytheUKgovernment’scoronaviruslockdowns:weoeredsignicantdiscounts
tocustomerswhichreducedrevenueandtravelrestrictionswereinplacethatimpactedthemovementofouremployees.
Asexpected,in2023ourteamshavereturnedtovisitingcustomersandprospectivecustomersmorefrequently,whichin
turn has led to an increase in business travel-related emissions.
Greenhouse gas emissions
ThetablebelowsummarisestheGroupsGHGemissionsforthelatestnancialreportingyear2023andourrecalculated
baseline year 2020:
Scope Activity
tCO
2
e (market-based)
2023 2020 % Change
Scope 1
Company car travel 208.22 112.42 85.22%
Natural Gas 1.29
N/A
Scope 2
Electricity consumption
(1)
85.70
(100.00)%
Total tCO
2
e (Scope 1 and 2) 209.51 198.12 5.75%
Scope 3
Purchased goods and services
(2)
6,449.56 3,718.96
73.42%
Capital goods 668.17 525.12
27.24%
Fuel and energy related activities 83.28 49.92
66.83%
Waste 1.07 1.50
(28.53)%
Business travel
(3)
456.06 281.13
62.23%
Employeecommutingandhomeworking 618.28 436.06
41.79%
Scope 3 Total tCO
2
e 8,276.43 5,012.69 65.11%
Total tCO
2
e (Scope 1, 2, and 3) 8,485.94 5,210.81 62.85%
Tonnes of CO
2
e per employee
(4)
11.67
9.34
25.00%
Tonnes of CO
2
e per £ million turnover
(5)
23.29
25.33
(8.05)%
Our 2023 Emissions
AbreakdownofGroupemissionsfor2023,isshownbelow:
2023 Emissions % Breakdown (market-based)
1.05 2.45
0.01 0.00.02
Purchased Goods and Services Capital Goods Fuel and Energy related activities Waste Business Travel
Employee Commuting and Home Working Company Car Travel Natural Gas Electricity consumption
76.12 7.81 7.375.18
2023 Emissions % Breakdown (market-based)
3
1
Purchased Goods and Services Capital Goods Business Travel Employee Commuting and Home Working
Other Scope 3 Catagories Scope 1
76.12 7.81 7.375.18
76 8 75
OLD VERSION
(1)Scope2electricityconsumptionlocation-basedemissionswere95.40tCO
2
e in
2020 and 84.77 tCO
2
e in 2023.
(2) Including Data Centre electricity.
(3)Includinggreyeetemissions,previouslyreportedseparately.
(4) Based on 558 employees in 2020 and 727 employees in 2023.
(5) Based on turnover of £205.7m for 2020 and £364.3m for 2023.
Rightmove plc | Annual Report 2023 | 43
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
How Rightmove is working towards Net Zero –
our metrics and targets
NetzeroreferstothebalancebetweentheamountofGHG
that is produced, and the amount that is removed from the
atmosphere. Net zero can be achieved through a combination
of emissions reductions and emissions removals.
Rightmoveisworkingtounderstandandevaluatethe
sources of its emissions and to identify actions to reduce
them,workingwithanindependentthird-partysustainability
consultant, EcoAct.
Our net zero commitment
Rightmove has validated its near and long-term
science-based emissions reduction targets
withtheScienceBasedTargetsinitiative(SBTi).
These targets can be found at:
https://sciencebasedtargets.org.com
Net Zero by 2040
Rightmove is committed to reduce absolute Scope
1 and Scope 2 GHG emissions by 90% by 2040, from
a 2020 base year, and to reduce absolute Scope 3
GHG emissions 90% by 2040 from a 2020 base year.
Near term
The near term commitment is to reduce absolute
Scope 1 and Scope 2 GHG emissions by 47.6%
by 2030, compared to the 2020 base year and
absoluteScope3GHGemissions42%withinthe
same timeframe.
TheaimistoreachNetZeroindirectoperations
(Scope 1 and Scope 2) ahead of this, by 2030.
Environmental targets, metrics and progress 2023
Rightmovehasidentieditsrisksandopportunities,oneofwhichisnewboilerregulationsresultinginlessnewhomes
stock being available, as explained on page 40. As part of the strategy to mitigate the risks posed to Rightmove of changing
consumerbehaviour,RightmovemonitorsconsumerandcustomerbehavioursthroughourKPIs,suchastracandnumber
ofadvertisers.Eductionalresourcesareprovidedatwww.rightmove.co.uktoinformconsumers.Weareonajourneytowards
netzeroandthemetricsbelowtrackourprogress.
Metric
Emission
type
Progress
Base year Current year Target year Status
Company cars
75% of company cars to be
ultra-lowemissionby2025,
100% by 2028
Scope 1 Ahead of
plan
Oceelectricitytonnes
of CO
2
e
10% reduction over 3 years
Scope 2 Achieved
2020 2023 Target by 2025
67% 75%19%
63.2 tCO
2
2020 2023 Target by 2023
56.9 tCO
2
0
44 | Rightmove plc | Annual Report 2023
Carbon osetting
In 2023, Rightmove supported one Gold Standard and one
VeriedCarbonStandard(VCS)andClimate,Community&
Biodiversity (CCB) standard and SD Vista standard carbon
o-settingprojects.ThecostforosettingtheGroup’s2023
carbon footprint of 1,369 tCO
2
egreenhousegaseswhich
includesouroperationalScope3emissions,was£12,250
(2022:£10,749tooset1,049tCO
2
e greenhouse gases).
Energy eciency and renewable energy
We continue to encourage all our employees to maintain an
awarenessofenergyusage,bothinourocelocationsand
whenhomeworking:forexample,poweringdownlaptops,
monitorsandprinterswhentheyarenotinuse.
We promote the use of public transport and the use of
virtualmeetingswhereverpossibleandcontinuetoinclude
ultra-lowemissionvehiclesasanoptionforthoseindividuals
entitled to a company car.
During2023,aprojecttoupgradethelightinginourNewcastle
ocetoenergyecientLEDlightingwascompletedandall
oceswerewhollypoweredbyrenewableenergy.Allofour
datacentresalsouserenewableenergyandourcloudprovider
isentirelypoweredbyrenewableenergy.
100%ofelectricitydirectlyconsumed(ocesanddata
centres)bytheGroupin2023wasfromrenewablesources
(2022:99%).AspartofourNetZerocommitmentwewill
workwithkeysupplierstoencouragetheirmoveto
renewableenergy.
Carbon action plan 2024-2026
AspartofthereviewoftheESGstrategyduring2023,
Rightmovehascommittedtoworkwithitsclimatereporting
partner to further understand the sources of its GHG
emissions, particularly in its supply chain (Scope 3), and to
developacarbonactionplanwithtargetsandmetricsfor
2024-2026.Theplan,andourprogressagainstit,willbe
reported in the 2024 annual report.
2024 net zero priorities
Continue to drive progress on our target of 75% of
companyeetcarstobeULEVby2025,100%by2028
Continue the move of our data centres to the Cloud,
whichwillhelptoreduceouremissions
The Go Greener employee group to focus on energy
eciencyandonrecyclingmorewasteandreducing
consumptionofwaterinallthreeocelocations
•Maintainthehybridworkingpolicytoreduce
commuting emissions
•Continuetoworkwithoursupplychain,andusethe
results of our supplier carbon emission survey to
reduce our Scope 3 emissions
Metric
Emission
type
Progress
Base year Current year Target year Status
Reduce the carbon footprint
of our data centres by 10%
over 3 years
Scope 3 Achieved
Reducewaterconsumption
by 10% over 3 years
N/A More to do
Increasewasterecycling N/A More to do
58.9 tCO
2
2020 2023 Target by 2023
53.0 tCO
2
0
1,523m³
2020 2023 Target by 2023
1,370m³ 1,455m³
2020 2023 Target by 2023
44% 50%41%
Strategic report | Environment, Social and Governance continued
Rightmove plc | Annual Report 2023 | 45
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Our Social strategy
Rightmove has policies and practices that support and enrich employees, improve diversity,
equityandinclusion,aidworkforceretentionandrecruitmentandpositivelyimpact
stakeholders and communities.
Culture and values
At the heart of everything Rightmove does is its open, innovative, and supportive culture.
We’re all in it together. The culture is shaped by our values – the Rightmove ‘HOWs’.
The ‘HOWS’
1
Do the right thing for
consumers and
customers
2
Be curious and go
outofyourwayto
understand
3
Share honestly, early
and often
4
Make complex things as
simple as possible
5
Drive improvement,
wecanalwaysbebetter
6
Take responsibility
and make things that
matter happen
7
Dare to do, be bold.
Don’t be afraid of
mistakes you can
learn from
8
Build great teams
because Rightmove
is people
9
Be approachable
and appreciate
whatothersdo
10
Enjoy the journey.
Be part of it
Our Social strategy 2024-2026
During2023wereviewedandre-setoursocialstrategy,continuingsomeofoursuccessful,cultureenhancing
programmesandintroducingnewideasandpartnerships.
Social
Supporting our employees, improving diversity
and equity and positively impacting communities
Diversity Equity and Inclusion
• Training
Community inclusion groups supported by
commitments to action and policy
Increasing diversity, equity and inclusion in our
workplaceandhiringpractices
Social and Community impact
• Volunteering (Giving Back days)
• Increasing our charitable giving
•Supportingsocialmobilitythroughwork
experience and apprenticeships
• Pension education
Training, learning and development
Continuing to invest in bespoke training for
managers
Free training to customers through CELA
trainingandwebinars
•Health&Safetyframeworkandpoliciesreview
in 2024
Well-being and mental health support
•Well-being,professionaldevelopmentandnancial
awareness
1:1 coaching opportunities for our people
Have your Say people engagement surveys and
actions
•Mentalhealthsupportandawarenessdays
enhancingourworkplaceculture
Mental Health First Aiders
46 | Rightmove plc | Annual Report 2023
Social progress in 2023
2023 Targets 2023 Results and Progress Status
Progress towards an employee ethnic mix
in proportion to UK ethnicity
Comparedtothe2021censusgures,wearenowbroadly
inlinewiththeoverallEngland&Walespopulation
(1)
.
On track
Reduce our gender pay gap year on year
until parity is reached
The mean and median gender pay gap have decreased
respectively 6.1% to 20% and 7.6% to 24.3%.
More to do
Well-being support and training for
our people
Bespokewell-beingprogrammesprovidementalhealth
supportincluding1:1coachingonwell-being,nutrition,
personaldevelopmentandnancialawareness.77%
of employees agree that Rightmove genuinely cares for
theirwell-being.
Achieved
Employee engagement – at least 90% or
more of employees agree that Rightmove
is a great place to work
88%ofouremployeesconrmedthatRightmoveisa
Great Place To Work.
More to do
Living Wage employer
WecontinuetoalignwiththeLivingWagecharteras
an employer.
Achieved
Support communities and individuals
through charitable giving
Introductionoftwofullypaidvolunteeringdaysforall
employees and launch of ‘On Hand’ volunteering app.
Company matched funding of individual donations.
Achieved
(1)excludingthoseemployeeswho‘prefernottosay’orwherenodataiscaptured.
Giving Back Days
All employees have been given the opportunity to
volunteer their time for charitable causes for up to
twodaysperyear(paidleave)usingthe‘OnHand’app.
Foreverytenvolunteeringmissionsinpartnershipwith
Eden Reforesting Projects, a tree is planted, contributing
toRightmove’snetzeropathway.
Youth mentoring and support
Rightmove has committed £37,000 to a charity
partnershipbetweenSOFEAandCaudwellYouthto
a dedicated project to support 11 young at-risk people
inMiltonKeynes,whoarecurrentlynotineducation,
trainingoremployment.Thefundingwillprovide
one-to-one mentoring and support.
Living Wage
RightmovewasaccreditedasaLivingWageEmployerinJanuary2020.AllRightmove
employees have historically been paid more than the Real Living Wage, including all
contractorswhoworkwithus.TheBoardhasalsoconrmedRightmove’sadherence
to the Living Hours Standard.
Strategic report | Environment, Social and Governance continued
Rightmove plc | Annual Report 2023 | 47
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Diversity, Equity and Inclusion
In2023,wehavecontinuedtopromoteinclusionand
diversityinourworkforceandhaveincreasedourfocuson
ethnic diversity.
InlinewiththeParkerReviewrecommendationthatall
FTSE 100 Boards should have at least one director from an
ethnicallydiversebackgroundby2021,wearepleasedto
conrmthatRightmoveisaheadofthistarget,withthree
out of 8 (38%) Directors from ethnically diverse backgrounds
as at 31 December 2023.
Rightmove has continued its ‘someone like me’ initiative to
ensurethatintervieweescanfeelrepresented,andwetalk
aboutdiversityandinclusivityatRightmoveduringinterviews.
We have expanded our direct hiring platforms to include those
thatattractahighernumberofcandidatesidentifyingwitha
protectedcharacteristic.Employeeengagementactivitywith
the Board is described in our S172 Stakeholder Statement. In
2023, all our employees had access to our executive team
throughregularTownHallsandinteractiveQ&Asessions.
Ethnicity, diversity and pay
Of our employee base, 89% have volunteered information
about their ethnicity, choosing from 23 ethnic categories
(denedbyACAS)withonly11%ofGroupemployees
selecting‘prefernottosay’orleavingtheanswerblank.
Our aim is to have an employee base representative of the
widerUKpopulation,includingineachhourlypayquartile.
Toensureanonymitywehaveanalysedouremployee
ethnicitydataunderthevesummarygroupsusedinthe
Government’s Race Disparity Audit, 2017.
As at September 2023, compared to the 2021 census
gures,Rightmoveisnowbroadlyinlinewiththeoverall
England and Wales population (excluding those employees
who‘prefernottosay’orwherenodataiscaptured).
Theoverallpercentageofemployeesinnon-whiteethnic
groupshasdecreasedto18%(2022:20%)withadecrease
inallgroupsexcepttheAsian/AsianBritishgroup,which
increased from 8% to 8.5%.
Thirteen point six percent (13.6%) of Rightmove’s
employees are foreign nationals.
Rightmove as at April 2023 White
Mixed/multiple
ethnic groups
Asian/Asian
British
Black/African/
Caribbean/
Black British
Other ethnic
group
England&WalesPopulation
(2021 Census)
81.7% 2.9% 9.3% 4.0% 2.1%
Rightmove 81.9% 3.6% 8.5% 4.0% 2.0%
PayQuartile
To p 83.9% 2.5% 11.0% 0.8% 1.7%
Upper middle 77.4% 4.0% 12.9% 4.0% 1.6%
Lowermiddle 82.3% 3.1% 6.9% 4.6% 3.1%
Lower 84.0% 4.8% 3.2% 6.4% 1.6%
48 | Rightmove plc | Annual Report 2023
Dierence between male and female pay
Mean Median
2023
2022 2021
2023
2022 2021
Hourly Pay Gap
1
20.0% (-6.1%)
26.2.% 23.8%
24.3% (-7.6%)
32.0% 33.5%
Bonus Pay Gap
2
35.2% (-31.4%)
66.6% 43.9%
0.0% (-35.8%)
35.8% 0.0%
AbreakdownbygenderofthenumberofDirectorsandemployeesasat31December2023byvariousclassicationsas
requiredbytheCompaniesActissetoutbelow:
Unknown / Prefer not to say (3%)
Directors
Female (50%) Male (50%)
4 4
FTSE Women Leaders Review
Female (39%) Male (61%)
16 25
Senior Management
Female (39%) Male (61%)
15 24
All Rightmove Employees
(3)
Female (51%) Male (49%)
398 375
Directors
Female (50%) Male (50%)
4 4
FTSE Women Leaders Review
Female (39%) Male (61%)
16 25
Asatthesnapshotdateforethnicityandgenderpaygapreportingof5April2023,Rightmoveemployeeswere47:53female:male.
Gender diversity
As at 31 December 2023, female employees made up 39%
(2022: 39%
(1)
) of Rightmove Senior Management
(2)
. The
Board is committed to strengthening and maintaining female
representation in senior roles and Rightmove is a contributor
totheFTSEWomenLeadersReview,thesuccessortothe
Hampton-AlexanderReview.
Our commitment to gender diversity is evidenced by the
leadership team; 50% of the Board consists of female
Directors,with50%representationatanExecutiveDirector
level.This,combinedwithstrengthenedfemaleleadership
team representation, resulted in Rightmove being placed
eleventh in the 2023 FTSE Women Leaders table.
Gender Pay
Rightmove has published its gender pay gap report, based on
dataatApril2023,whenthesplitoffemale/maleemployees
was47%/53%respectively.
Rightmoveemployeesarepaidequallyforworkinginthe
samejobsandwearepleasedtoreportthatmenandwomen
arealmostequallyrepresentedinourwiderworkforce.
As in previous years, the gender pay gap is driven by the
gendermixacrossthehighestandlowestpayquartiles.
Womenarelesswellrepresentedinthehigher-paidsenior
management and technology teams and men are under-
representedinthelower-paidcustomerexperienceteams.
BelowisourgenderpaygapatApril2023.Wearepleasedto
report that our mean and median gender pay gap has decreased.
Thisreectstheimpactofongoingactionstakenincluding
developingtherecruitmentstrategy,withmoreemphasison
directhiringtoensurewerepresentthediversityofouremployee
brand and the promotion of more females into senior roles.
Strategic report | Environment, Social and Governance continued
(1) Calculated using Rightmove Group Limited pay data from April 2023.
(2)Calculatedusing12monthsofRightmoveGroupLimitedbonuspaydatato5April2023.Bothourmeanandmedianbonuspaygapcontinuestobeinuencedby
gender,withmoremenparticipatinginbonusschemesthanwomen.
(1) The 2022 comparative has been calculated using the full time equivalent of
femaleemployeesfortheyear,whichdiersfromtheamountdisclosedinthe
2022AnnualReport(45%),whichwasbasedonthecountoffemaleemployees
inthe2022year.Basedonfulltimeequivalents,femaleemployeeswouldhave
made up 39% of the Rightmove Senior Management in 2022.
(2) The FTSE Women Leaders cohort comprises members of the Executive
Committee and their direct reports. Senior Management includes the FTSE
Women Leaders cohort excluding the Executive Directors.
(3)Binarygenderdatawasnotavailableordisclosedbyallemployeesinthispopulation.
Rightmove plc | Annual Report 2023 | 49
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Closing gender and ethnicity pay gaps
Whilst progress has been made during 2023, particularly in
closing the gender pay gap, Rightmove is committed to
further reducing its gender and ethnicity pay gaps through a
mix of meaningful, consistent and sustained long-term and
short-term actions.
The focus for the next 12 months is:
•trackingpaydatamonthlyagainstrolevacancieswhilst
conducting quarterly analysis to ensure an understanding
of gender and ethnicity hiring decisions
continuing to deliver inclusive culture and unconscious bias
training to everybody, to further increase understanding of
diversity and inclusion to include gender and beyond
increase targeted activity through our career site and
LinkedIntoreectthegenderandethnicdiversityand
inclusion of Rightmove.
Disability
Rightmove is committed to its policy of giving full and fair
considerationtopeoplewithdisabilitiesforallvacanciesand
wecontinuetosupportandretainemployeeswhobecome
disabledduringtheiremploymentwithus.
Engaging with our People
Rightmove’s people underpin the success of the Group.
Without them – and their talent, commitment and dedication
–nothingwouldbepossible.TheBoardandseniorleadership
are focused on ensuring they take opportunities to engage
withemployeesdirectly,aswellashavingaccesstoother
informationtounderstandtheirviewsandperspectives.
Someofthewaysinwhichtheydothisareoutlinedbelow.
‘Have your say’ surveys
Employee satisfaction is measured bi-annually through an
engagement survey, ‘Have Your Say’, providing employees
withtheopportunitytosharehonestfeedbackabout
workingatRightmove.Employeesareencouragedtoshare
candidfeedback,whichisentirelyanonymous.Thesurvey
results are transparently shared at both Company and team
level, identifying areas for positive action.
In the end of year survey in 2023, 88% of respondents stated
‘Yes’ to the question, “Is Rightmove a Great Place To Work.
Otherhighlightswere:
•93%agreetheyenjoyworkingintheirteams
•92%agreetheyunderstandhowtheirrolecontributesto
achieving business objectives
•87%agreetheyareproudtoworkforRightmove
84% agree they are motivated to deliver on objectives
•77%agreeRightmovecaresabouttheirwell-being.
Board engagement with employees
In response to the requirements of the 2018 Corporate
Governance Code (Code), the Board agreed that an
alternative, tailored approach to employee engagement
wouldbeappropriateforRightmoveandthatNEDsshould
beinvolvedinavarietyofengagementsessionswith
Rightmove teams to gain direct feedback from employees.
50 | Rightmove plc | Annual Report 2023
TheNon-ExecutiveDirectorsmeetwithavariedgroupof
employeesonanannualbasistohavedirectunlteredaccess
to employees, providing opportunities to share and discuss
thatfeedbackwiththeExecutiveDirectors.Discussion
pointsin2023wereonareasidentiedforimprovementin
ourmid-yearHaveyourSaysurveyresults(where85%of
respondents agreed that Rightmove is a Great Place to
Work).Positiveactionsweretakenfollowingthisfeedback,
andtherewasa3%increaseinGreatPlacetoWork
sentiment in the end of year survey.
The Board receives feedback from the CEO at each Board
meeting, in addition to updates from the HR team. The key
messagesandinsightsfromtheChiefExecutive’sTownHall
updates(seebelow)duringtheyearhavesupplementedour
Non-Executive Directors’ understanding of the challenges
and opportunities facing Rightmove’s employees and
informed some of the Board’s decision making, particularly
in relation to investment in technology, remote and hybrid
workingandrecruitmentpolicies.
Town Hall briengs
AllcompanyTownHallmeetingsareheldmonthly,hostedby
theExecutiveDirectorsandGroupLeadershipTeam.Town
Halls provide the opportunity to share information and
updates and provide a forum for employees to ask questions
and contribute to discussions.
Information is shared transparently, to ensure that
employees are informed about the business plan and
strategyandhowtheirrolecontributestotheachievement
ofboth:ultimatelyaligningeveryonetowardsthecommon
vision. In the 2023 ‘Have your Say’ survey, 72% of
respondents agreed that they felt informed about matters
thataectedthemand92%agreedthattheyunderstood
howtheirrolecontributedtoachievingthebusinessplan.
Inclusion Groups
Diversity,EquityandInclusion(DE&I)isfundamentaltoour
cultureandenablesemployeestofeelvaluedforwhothey
are and the contribution they make.
In2023,weaskedemployeesonavoluntarybasisto
determine their priorities and activities, identifying
whethertherewereanyspecictopicstoaddressfor
underrepresentedgroups.AnLGBTQ+communityinclusion
groupwasformed,withactionstakentocelebratePride
Monthacrossourthreeocelocationsandtwoawareness
eventsheldwithanexternalspeakeronPride+LGBTQ+and
Inclusion 101.
Asanoutcometodiscussions,aGenderIdentityPolicywas
introduced to outline our approach to gender identity, the
preventionofdiscriminationatworkduetogenderidentity
andsupporttothosewhotransitionatwork.
Working at Rightmove
Recruitment and retention
Recruitingpeoplewiththerightskills,capabilitiesand
experience is essential to Rightmoves success. The market
forindividuals,particularlywithtechnologyandcustomer-
centric skills, remains highly competitive and challenging,
withhighsalaryination.TheHRteamnowhasdedicated
talentacquisitionpartnerswhofocusondirectrecruitingfor
allrolesandduring2023thebenetspackagewasrenewed
andenhancedtoensurewecanattractandretainthebest
people(seebenetsbelow).
Training
LearninganddevelopmentispartofworkingatRightmove
andisdesignedtoequipmanagersandemployeeswithall
the necessary skills to excel in their roles and ultimately
ensureweprovideexceptionalservicetoourcustomers
and consumers.
AllnewRightmoveemployeesareintroducedtothebusiness
byattending‘HowRightmovetstogether’coursesbasedat
ourMiltonKeynesandLondonoces,tosupportthe
Rightmovecultureandvalues,andallareoeredan
extensive programme of training and development
opportunities.
Recognisingthatouremployeeshavedierentlearning
styles, training is tailored to individual requirements in both
technical and non-technical skills. Our development
programmesincludeworkshops,on-the-jobtraining,
attendance at conferences, coaching and mentoring, online
learningandprofessionalqualications.
Summary of training provided in 2023 Value
Average hours of training per employee 17
Percentageofemployeeswhowere
oeredtraining
100%
Total number of training hours provided
to employees
12,617
Number of mandatory training hours
4,621
Number of technical development training hours
7,996
Average training cost per employee £604
Strategic report | Environment, Social and Governance continued
Rightmove plc | Annual Report 2023 | 51
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Well-being and mental health
Rightmovetakeswell-beingandmentalhealthseriouslyand
recognises its responsibility in supporting employees’ mental
health and ensuring that everyone at Rightmove feels they
belong and can contribute in a safe environment. Our
wellnessprogrammeiscalled“Thrive”:itisaccessibleto
everyemployee,providingacombinationofawareness
events, personal development education sessions and 1:1
coaching opportunities.
In2023ourfocuswason‘Howwethrive’together:with250
1:1 coaching sessions made available, focused around
setting our employees up for success, alongside a monthly
seriesof‘TimetoTalk’awarenesssessionsledbyexternal
specialistssupportingourfocusonraisingawarenessand
education on various social issues.
Our aim is to provide education and support and through this
wecontributetothelargermovementaimedatreducing
stigmasandensuringtheRightmoveworkenvironment
continuestobeonewhereeveryonecanbethemselves.
Health and Safety
Thehealthandwell-beingofallemployeesandvisitorsisa
priorityforthebusiness.Duringtheyearweensuredthatour
premisescontinuetoprovideasafeworkingenvironment:
Rightmove has a fully compliant Health and Safety Policy and
appropriate insurance for all its employees. We also ensure
the maintenance of plant and equipment, the safe handling
and use of all substances and the prevention of accidents
and causes of ill-health.
Accordingly,therewerenofatalitiesorseriousinjuries
reportedduringtheyear,andtherewasnolosttime
duetowork-relatedincidentsorwork-related
occupational disease.
Employee benets
Pensions
Agroupstakeholderpensionplanisoeredtoallemployees
–thiswasreviewedduring2023andfrom1January2024,if
employees choose to contribute 4% or more of their salary,
Rightmove contributes 7%.
Hybrid working
The majority of Rightmove employees adopt our hybrid
workingpolicyofatleasttwodaysintheoce,which
providesexibilityandworklifebalance.Ourhybridworking
policy aims to ensure that: all employees are treated equally
irrespectiveoftheirworkingarrangements;hybridworkingis
carriedoutsafelyandinaccordancewithourpoliciesand
currentlegislation;andthecoreprinciplesassociatedwith
hybridworkingandtheconditionsthatapplytothosewho
adoptourhybridworkingarrangementareunderstood.
Employee share schemes
Employeescanbenetdirectlyfromtheircontributionto
Rightmove’ssuccessthroughtwoall-employeeshareplans
whichhelpaligntheinterestsofemployeeswiththoseof
our shareholders.
Every year, in December, each employee receives a Free
ShareAward(in2023,600shares)undertheShareIncentive
Plan (SIP). Over 94% of employees participate in the SIP and
can sell their shares, subject to tax, after three years or tax-
freeafterveyears.
All employees have the option to join the Rightmove Save As
YouEarnScheme(Sharesave),whichallowsemployeesto
savemoneyfromtheirsalarywiththeoptiontopurchase
shares at a discount after three years. Over 50% of Group
employees currently participate in Sharesave.
52 | Rightmove plc | Annual Report 2023
Strategic report | Environment, Social and Governance continued
Making a dierence to our
communities and customers
Free CELA training for our customers
TheCerticateforEstateandLettingsAgentsLevel3(CELA)
continued to be rolled out, free of charge to Rightmove
customers, during 2023. To date, 3,071 customers have
enrolled and £1.2m of free training has been delivered
by Rightmove.
Charity Group and charitable giving
Rightmoveengageswithlocalcommunities,andsupports
them on an ongoing basis, through local connections,
charitablework,supportandsponsorship.During2023,the
focus continued to be on local and national charities that
mattertoourstakeholders,supportingthemwithdonations
andmatchinganyemployee’sindividualfundraisingeorts.
Charitable donations during 2023, including matched
funding and sponsorship, totaled £234,000 (2022: £231,000).
Customer sailing day
Rightmove holds an annual customer sailing day to support
charities that matter to our customers. The 2023 sailing day
raised funds for several charities including MIND, The
Samaritans, and the Huntingdon Disease Association.
During2023wewereproudtosupport,amongothers,the
followingcharities:
Charity Purpose
Centrepoint Centrepoint provides
housing and support for
youngpeoplewiththeaim
to end youth homelessness
by 2037
Support Dogs
Trains specialist assistance
dogs to improve the lives of
children and adults
Caudwell Youth/SOFEA
Supports young at-risk
peoplewithemployment,
training and one-to-one
mentoring
Albert Kennedy Trust
Provides routes to safe
housing, support and secure
futuresforLGBTQ+young
people
Papyrus
Prevention of young suicide
in the UK
Equity
Social equity and
inclusion
Disability
Homelessness
Foodbanks
Workplacements/
workexperience
Environment and
biodiversity
Supporting projects
that promote climate
actionorprotect/
support biodiversity
Stakeholders
Supportingprojects/
fundraising that have a
stakeholder focus
(Employees,
Customers,
Suppliers, Consumers)
Relief
Catastrophe/
emergency response
oneo’donationseg
famine, earthquakes
andoods
During 2023, the Communities and Charities Group identied the following key areas of focus for Rightmove’s corporate giving.
Rightmove plc | Annual Report 2023 | 53
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Wecontinuetomaintainrobustcorporategovernanceframeworksandcontrols,anddevelop
safe platforms, that support strategy, reduce risks and create the right conditions for value
generation: ensuring Rightmove remains the trusted destination for home movers and
property professionals.
Culture and conduct
Robust governance
frameworks and controls
Safe and secure platforms
and systems
Elevation of the customer
and consumer experience
• Hightrustculturewith
strong ethical architecture
Ethical business conduct
and behaviours and a safe
workingenvironment
Increasing charitable giving
Continued tax transparency
Ensuring statutory,
regulatory and legal
compliance
• Aligningwithbestpractice
Promoting a governance
culture
• Investmentincyber/data
security to continue to
deliver safe and secure
platforms
• WorkingtowardsISO27001
standards
Continue to be the trusted
destination
Enhancing the customer
and consumer experience
Understanding customer
and consumer needs,
listening to feedback and
improving our internal
processes and systems
Governance and compliance strategy 2024-26
During2023theGovernanceandCompliancestrategywasreviewedtoensureitremainedtforpurpose:
2023 Targets 2023 Results and Progress Status
Be Tax Transparent
Rightmove has continued to pay the right amount
of tax, at the right time.
Achieved
Zero reportable data protection incidents
No reportable data breaches Achieved
Zero tolerance of bribery and corruption, modern
slavery or human rights breaches
No reported instances of bribery, fraud, corruption,
modern slavery or breaches of human rights
Achieved
Governance and compliance progress in 2023
Progresswasmadein2023acrossalltargetareas:
Governance
Robustgovernanceframeworksthatsupport
strategy and reduce risk
54 | Rightmove plc | Annual Report 2023
UK Corporate Governance Code
compliance and our robust corporate
governance frameworks
In2023wehavecompliedfullywiththeUKCorporate
Governance Code. For further details on this and to read
about our Board and Committees and corporate governance
structures and processes, please turn to page 66.
ThekeygovernanceframeworksinplaceatRightmoveare
outlinedbelow.
Regulated activities compliance
Rightmove Landlord and Tenant Services Limited (RLTS) and
Rightmove Financial Services Limited (RMFS) are authorised
and regulated by the Financial Conduct Authority (FCA).
Both RMFS and RLTS are subsidiaries of Rightmove Group
Limitedwhichisanappointedrepresentativeanda
subsidiary of Rightmove plc.
Throughout 2023, RMFS focussed on continuing to deliver
onallregulatoryexpectations,withaclearfocusonthe
updated Consumer Duty requirements (July 2023) and
ensuring that RMFS delivers good outcomes for consumers.
Policyenhancementsweremadetoreectthenew
regulatoryexpectationsandgapanalysiswascompleted
against the enhanced requirements and action plans closed
acrossthebusiness.RMFSlaunchedanawarenesscampaign
for Consumer Duty and issued formal training to all those
individualssupportingregulatedactivity,withatestthatall
passed.RMFSalsorevieweditssupplychaintoensurethat
all entities that support its consumers in their regulatory
duty are making the correct adjustments to deliver good
consumeroutcomes.SpecicConsumerDutymanagement
informationisgatheredandreviewedmonthlyagainst
agreed appetite parameters and formal reports, by the
senior manager responsible for compliance oversight, and is
submittedtotheRMFSboardquarterlyforreviewandaction.
The RMFS board has appointed a Consumer Duty Champion.
RLTS is authorised and regulated by the FCA to conduct
insurance distribution. During 2023 quarterly thematic
reviewswereundertaken,byexternalcomplianceconsultant
ATEB,toensureongoingcompliancewithFCArequirements,
coveringnancialpromotions,outsourcingarrangements,
qualityassuranceandadeep-divereviewintothecompany’s
updated suite of compliance policies. The Consumer Duty
Act(July2023)wasafocusthroughouttheyear.Aspartof
the implementation plan, governance oversight reporting
andqualityassuranceprocesseswereupdated,aProduct
GovernanceFrameworkandanIncentivesandCommissions
Frameworkwereimplementedandavulnerablecustomers
process set up to ensure that delivering good customer
outcomes is at the heart of operations.
Conduct, culture and values
Rightmove is committed to operating in a responsible and
compliantmannerwithhonestyandintegrity,ledbyasenior
leadershipteamwhopromotethehigheststandardsof
businessethics.Ourgovernanceframeworksandethical
architecture – including our code of conduct, values
(our‘Hows’)andourinternalpolicies,procedures,processes,
trainingprogrammesandperformancereviewsystems
support a high trust culture.
Whistleblowing
Rightmove’swhistleblowinglineisindependentlyoperated
byathird-partyproviderandourWhistleblowingPolicyand
arrangementsareavailableonourinvestorwebsite
plc.rightmove.co.uk. All employees undertake an online
whistleblowingtrainingmoduleonanannualbasis.
Business Conduct
Rightmovehasabusinessconductframeworkincluding
an employee Code of Conduct, a Financial Crime Policy
(incorporating anti-bribery and corruption arrangements)
and an extensive employee training programme, including
mandatorytrainingonwhistleblowing,dataprotectionand
business ethics and integrity. No bribery, corruption or
conductincidentswererecordedduring2023.
Safe and secure platforms and systems
Maintaining safe and secure platforms and systems underpins
Rightmove’soperations.Everyserviceinnovationormodication
to a platform is tested thoroughly to ensure that it delivers a
valuable service for customers, protects consumer data and
provides an engaging consumer experience.
Due diligence checks are performed on all prospective
Rightmove customers to ensure that they meet all relevant
regulationsandbestpracticestandards,beforetheyareallowed
to advertise on the Rightmove platform. Automatic detection
systems are in place to identify any anomalous images or text
uploadedtoRightmoveinanypropertyadverts,whichallows
moreeectiveresolutiontoanyincorrectpropertylistingsand
removes potentially misleading or incorrect images and
property descriptions.
Cyber security
Rightmove continued to invest in cyber security and data security
in2023andcompletedthefollowingactionstostrengthen
Rightmove’s cyber security position:
Increased the number of people in the Information Security Team
Invested in ‘posture management’ tooling to ensure our
Software-as-a-Service(SaaS)toolsareconguredinlinewith
established best practice
Migrated our security event monitoring (SIEM) services to
more modern platforms to further improve visibility into activity
across our evolving IT estates
Made improvements to the device provisioning processes to
harden our end-user devices.
Strategic report | Environment, Social and Governance continued
Rightmove plc | Annual Report 2023 | 55
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Further details on security measures and risk management
around cyber threat and to IT systems can be found in the
Principal Risks and Uncertainties section of this Report.
Data Protection
Protecting customer and consumer data is a top priority.
Rightmove’s employees are required to complete
mandatory training on joining (and annually thereafter)
covering data protection and information security and,
periodically throughout the year, phishing tests are
conductedtoensurelevelsofawarenessremainhigh.
Policiesarereviewedandupdatedregularly,andall
employeeshavecertiedthattheyhavereadand
understood the core policies (covering Data Protection,
Breach Reporting, Information Security and Appropriate
Use of IT). Additional specialised training is required for
employees in technical roles, and for roles that require
access to any sensitive data.
TheChiefInformationSecurityOcerisamemberofthe
Group Risk Committee and co-ordinates actions across the
organisation, to ensure the Rightmove security posture
remainsstrong.RightmovehastwoDataProtectionOcers
(DPOs)andaDeputyDataProtectionOcer,whoare
responsible for data privacy, data breach prevention and
reporting, policy compliance, record keeping and data
subject rights. They are supported by a dedicated team
handling data protection enquiries from consumers and
customers via DPO@rightmove.co.uk.
During2023,werespondedtoanumberofconsumerdata
privacyincidents,whichwerefullymitigatedanddidnot
resultinanynanciallosstoconsumers.
Internal audit
During 2023, the internal audit function continued to be
outsourcedtoPwC.During2024,thiswilltransitionto
aninhouseinternalauditteamwhichiscurrentlybeing
setup,withhandoverbyPwCandoversightfromthe
Audit Committee.
Human Rights
Rightmove is committed to supporting human rights and is
opposed to all forms of discrimination in any of its business
activities, relationships, operations and supply chain.
Rightmove supports human rights through its compliance
withnationallawsanditsinternalpoliciesadhereto
internationally recognised human rights principles. The
Rightmove Code of Conduct requires employees to promote
equalandfairtreatmentforeveryone,inlinewithitsvalues:
itsethicalframeworkofpoliciesandproceduressupports
this, including Modern Slavery, Gender Pay, Flexible Working,
Equal Opportunities and diversity and inclusion policies.
Modern Slavery
Rightmove is committed to preventing slavery and human
trackinginitsbusinessoperationsandsupplychains;
expecting the highest standards of ethical behaviours from
suppliers and having a zero-tolerance approach to the
mistreatmentofemployeesand,whereverpossible,those
employed in its supply chain. We are opposed to all forms of
discriminationwithrespecttoemploymentandoccupation,
modernslavery,humantracking,forcedorcompulsory
labour and child labour, in our business and supply chain.
Rightmove’s Modern Slavery Act statements can be found
ontheinvestorwebsiteplc.rightmove.co.uk.During2023,
noincidentsofmodernslaveryorhumanrightsabusewere
identiedorreportedinourbusinessorsupplychain.
Tax transparency and strategy
Rightmove’s approach to taxation forms part of the Groups
corporate and social responsibility stance and it is committed
to paying the right amount of tax, at the right time. The Group
taxstrategyisavailableontheinvestorwebsite:plc.rightmove.
co.uk. Details of Rightmoves total tax contribution are
includedwithintheFinancialReviewonpage21.
Supplier engagement and code of conduct
Our supplier strategy is governed by our Supplier Code of
Conductwhichsetsoutthesocial,ethicalandenvironmental
obligations for our supply chain partners (available on the
investorwebsiteplc.rightmove.co.uk)andisunderpinnedby
a supplier due diligence policy.
56 | Rightmove plc | Annual Report 2023
Strategic report | Environment, Social and Governance continued
Sustainability Accounting Standards Board (SASB) disclosure index
ThetablebelowsummarisestherecommendedSASBdisclosures.Wherewehaveprovidedtheinformation,thelocationin
theannualreportisprovidedbelow.
Area Recommended disclosure Location
Environmental
footprint of
hardware
infrastructure
Total energy consumed, including percentages
fromNationalGridandrenewableenergy
• Totalwaterconsumed
Integration of environmental considerations into
strategic planning for data centres
Scope1,2and3GHGemissionsandwaterusage
disclosed in the Environment section of this ESG
Report
Wehavecontinuedwiththemigrationofourdata
centres to the cloud
Data Privacy,
Advertising
Standards and
Freedom of
Expression
Description of policies relating to behavioural
advertising and user privacy
Monetary loss arising from legal proceedings
relating to user privacy
• ListofCountrieswherecoreproductsorservices
are subject to government-required monitoring,
blocking,contentlteringorcensoring
Number of government requests to remove content
Governance section of this ESG report – Safe and
Secure Platforms and Systems and Data Protection
No monetary losses as a result of legal proceedings
None.RightmoveisaUK-basedcompanywitha
predominantly UK target audience
None
Data Security Description of approach to identifying and
mitigating data security risks
As above
Employee
recruitment,
inclusion and
performance
Percentage of employees that are foreign
nationals
Employee engagement, as a percentage
• Genderandracial/ethnicgrouprepresentation
Social section of this ESG Report
Rightmove plc | Annual Report 2023 | 57
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Rightmove manages the risks and opportunities associated
withthedeliveryofitsstrategythroughitsriskmanagement
process: ensuring appropriate controls to mitigate the impact
ofrisks,withoutstiingthegrowthanddevelopmentofthe
Group–operatingacultureofinnovationinwhichkeyrisks
are understood and proactively managed. Risk management
practices are embedded into business activities in a
proportionate manner, supporting a culture that is
riskawareandabletoidentifyandrespondtobothrisks
and opportunities.
Governance framework
Rightmove’sriskgovernanceframeworkseekstosustainand
evolvetheriskcultureandguidethewayemployeesapproach
theirworkanddecisionmaking.Theaimistoensurethat
businessdecisionsstrikeanappropriatebalancebetweenrisk
andreturnandareconsistentwiththeGroup’sriskappetite.
OverallgovernanceisprovidedbytheBoard,with
assistance from the Audit and Risk Committees. Their key
responsibilities include the approval of Rightmove’s principal
risks,theapprovalandmonitoringofcompliancewiththerisk
managementpolicyandframework,andtheperiodicreview
of risk appetite.
Theorganisationalstructureisbasedondenedrolesand
responsibilities,wheretheassignmentofauthorityand
responsibility throughout the business is clear. Board level
engagement,coupledwiththedirectinvolvementofthe
leadership team, ensures that escalated issues are promptly
addressedandremediationplansareinitiatedwhererequired.
Interaction of the executive and non-executive governance
structures is facilitated by delegated authority from the
Board to the Audit Committee, Executive Directors and
leadership team. This includes a Risk Committee chaired
bytheChiefFinancialOcer,whoholdsexecutive
accountability for the ongoing monitoring, assessment and
managementoftheriskenvironmentandtheeectiveness
oftheriskmanagementframework.Thecompliance
functionoverseestheday-to-dayeectivenessoftherisk
managementframework.
RiskprocessesareinplacewhichaligntotheRightmove
operatingmodel;witheachbusinessfunctionresponsible
fortheidentication,trackingandmanagementofspecic
risks. Day-to-day responsibility for risk management is
delegatedtoseniormanagerswithindividualaccountability
for decision making - recognising that all employees have a
role to play in risk management.
Clear responsibilities for risk mitigation and controls
managementaredenedacrosstheGroupthroughthe
structureshownbelow.Allrolesworktogethertocontribute
to the creation and protection of value. Alignment of
activities is achieved through communication, co-operation
andcollaboration,whichensuresthereliabilityand
transparency of information needed for risk-based
decisionmakingandeectiveindependentoversight
and assurance in respect of key decisions.
Strategic report | Risk management
Risk management
Ensuringweachieveourstrategicobjectives
58 | Rightmove plc | Annual Report 2023
Strategic report | Risk management continued
The Audit Committee receives and analyses
regular reports from management and internal
audit on matters relating to risk and control and
reviews the timeliness and eectiveness of
corrective action taken by management. It also
considers any ndings and recommendations of
the external auditors in relation to the design and
implementation of eective nancial controls.
Further detail of these activities is included within
the Audit Committee report on page 79
Board
Ultimateresponsibilityfortheeectivemanagementofrisk,reviewandapproval
ofriskpolicyandframework,riskappetiteandtheprincipalrisks
Audit Committee
AssiststheBoardindischargingitsresponsibilitiesformonitoringtheintegrityoftheGroupsnancialstatements
andtheeectivenessofthesystemsofinternalcontrol.Monitorstheeectiveness,performanceandobjectivityof
the internal auditor and external auditor and approves audit plans
Risk Committee
PreparestheGroupriskmanagementframework,
maintains the risk register and list of principal risks,
reviewsriskswiththebusinessfunctionsand
consolidatesthesignicantrisksfromunderlying
risk registers, including monitoring emerging
risks, and summarises Group risk activity for
the Audit Committee
Management
Business Functions:
Ownership of risk and controls
Business functions have overall
accountabilityandownershipof
risk.Thisincludestheidentication
and management of risks, including
emerging risks, and ensuring
adequate controls are maintained
andoperatingeectively.Theyare
also responsible for implementing
corrective actions to address any
processandcontroldeciencies
Compliance:
Challenge and support
The Compliance function provides
oversight and constructive
challenge to the business, coupled
withadviceandsupportregarding
theriskproleoftheGroup.Italso
has a key role in promoting the
implementation of a strategic
approach to risk management
Internal Audit:
Independent review
Internal audit provides
independent and objective
assurance on business and
compliancefunctions,aswell
as recommendations on the
adequacyandeectivenessof
governance, internal controls,
and risk management. Internal
Audit’s independence from the
responsibilities of management is
critical to its objectivity, authority,
and credibility
TheriskmanagementprocessisunderpinnedbytheGroupRiskManagementPolicy,whichissubjecttoperiodicreviewto
ensure it remains appropriate for our business needs and delivers against our governance responsibilities.
Risk Management process and activities
Rightmove plc | Annual Report 2023 | 59
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Risk management framework and identication of risks
Rightmove’sriskmanagementframeworkisdesignedtosupporttheidentication,assessment,managementandcontrol
of the material risks that threaten the achievement of the Group’s strategic and business objectives. The key principle of the
frameworkistopromoteriskmanagementasapositiveandenablingprocess,helpingtomaximiseopportunitieswhile
identifying and mitigating risks as they emerge.
SignicantandemergingrisksareidentiedandincorporatedintotheGroup’sRiskRegister,whichismaintainedbytheRisk
Committee,vialiaisonwiththebusinessfunctionsandfromtheBoard’stop-downassessmentoftheGroup’soverallstrategic
risks. The Risk Register captures the assessment of each risk, related response, and progress made against any actions to improve
riskcontrol;aswellashighlightingthoseriskswhicharetheGroup’sprincipalrisks.TheriskregisterisreviewedbytheAudit
Committee and Board semi-annually. They conduct robust assessment of the risks, including potential emerging risks, over the
three-yeartimeframesusedintheGroup’sViabilityassessment.ThesignicantandemergingrisksfacingtheGroupduring2023
areoutlinedwithinthePrincipalRisksandUncertaintiessectionofthestrategicreport.
Risk appetite
DecisionsaremadewithreferencetotheriskappetiteoftheGroupandanassessmentofthebalanceofriskandreturn.Risk
appetiteisdenedandcommunicatedwithintheGroupas‘thelevelofriskthattheGroupispreparedtoacceptinpursuitofits
strategic objectives and business plan.
The Group recognises that its appetite for risk varies. The aim is to create and protect value - and acceptance of risk is subject
toensuringthatpotentialbenetsandrisksarefullyunderstoodbeforedevelopmentsareauthorised,andthatproportionate
measures to mitigate risks are established and monitored.
TheGroup’sriskappetiteinrelationtoitskeyareasofriskisdenedbelow:
Risk area Risk appetite
Strategic risks
TheseriskscouldadverselyaectthefutureoftheGroups
strategy and value proposition. They can arise from external
events–suchascompetition,theeconomy,newtechnologies,
ESG – or arise internally from the positions taken concerning
Rightmove’s governance, culture and strategic decisions.
Some level of inevitable inherent risks in the delivery of its
strategyandannualbusinessplansisacknowledgedbythe
Group, although it aims to minimise this risk.
Operational risks
OperationalrisksarisefromthewaytheGroupgoesaboutits
businessandtheexternalinuencesandrelationshipsthat
impact it. They include the risk of loss resulting from inadequate
or failed internal policies, processes, systems and decisions or
from external events relating to suppliers and customers.
Rightmovehasalowappetiteformaterialoperationalrisks:
policies, processes and controls are in place across the business
tomitigaterisks,althoughsomelowlevelrisksareaccepted
wherethecostofmitigationwouldoutweighthebenets.
Financial risks
These cover a range of risks including that the Company fails to
collectmoniesowedtoit;encountersdicultiesinmeetingits
obligations; is adversely impacted by market parameters such
asinterestratesandexchangerates;and/orundertakes
nancialinvestmentswhichresultincapitalloss.
Thegrouphasalowappetiteforanynancialriskand
minimises risk through policy, procedures and rigorous
nancialcontrolsaroundactualandforecastresultsand
cash management.
Legal, regulatory and compliance risks
Theserisksincludenancialpenalties,regulatorycensure,
criminal or civil enforcement action (and reputational damage)
duetothefailuretoidentify,assess,complywith,ormanage
regulatoryand/orlegalrequirements–includingthosewith
respect to its FCA-regulated entities.
Theriskappetitefortheserisksislowwithzerotolerance
for criminal events such as fraud, bribery and corruption.
A dedicated Legal and Compliance function oversees policies,
procedures and controls that mitigate such risks.
60 | Rightmove plc | Annual Report 2023
Strategic report | Principal risks and uncertainties
TheprincipalrisksanduncertaintiesfacingtheRightmoveGrouphavebeenassessedinaccordancewithourrisk
managementframework.Principalrisksaredenedasthoseriskswhichcouldseriouslyaecttheperformance,future
prospectsorreputationoftheGroup.TheseincluderisksthatwouldthreatentheGroupsbusinessmodel,future
performance, solvency or liquidity.
Eectivemanagementoftheserisksisessentialtotheexecutionofourstrategy,theachievementofsustainableshareholder
value, the maintenance of our reputation, and ongoing good governance. A description of the principal risks and uncertainties
facedbytheGroupin2023(innoorderofpriority),togetherwiththepotentialimpactandmonitoringandmitigating
activities,issetoutinthetablebelow.
1. Macroeconomic environment
The Group derives almost all
its revenues from the UK and
is therefore dependent to a
certain extent on the
prevailing macroeconomic
conditions in the UK housing
market and on consumer
condence,bothofwhichcan
inuencethenumberof
property transactions in a
given year. The Rightmove
business model and consumer
engagement largely shield it
from all but extreme market
swings–nonethelessasevere
and prolonged recession could
reduce the customer base
and, potentially, negatively
impact revenues.
Change from prior year
Potential impact
Substantiallyfewerhousingtransactionsthannormalmayleadtoareduction,orconsolidation,
inthenumberofagencybranches,orareductioninthenumberofnewhomedevelopments
advertised;bothofwhichareanimportantcontributortotheGroupsrevenues.Amore
uncertainmacroand/orpoliticalenvironmentmaylengthenthepropertytransactioncycle,
reducingcashowsforsmalleragentsand/orleadingtoareductioninadvertisers’marketing
budgets, reducing demand for the Group’s property advertising products.
Changes in the year
Despite the ongoing economic uncertainty during 2023, housing transactions remained
broadly stable at 1.0 million
(1)
(2022: 1.2 million and 2019: 1.0 million) and the impact on
Rightmove’sperformanceandresultswasminimal:revenuewasup10%andmembership
numbersbroadlyat(229/1%lowerthanDecember2022)andARPA
(2)
wasup9%/£117
from 2022.
Risk monitoring and mitigation
Monitoring of the housing market, including leading indicators and membership trends.
• Continuingtoprovidethemostsignicantandeectiveexposureforcustomers’brands
and properties
• Remainingtheprimarysourceofhigh-qualityleads,oeringvalue-addingproductsand
packagesandhelpingtodriveoperationalecienciesforourcustomers;thereby
embedding the value of our membership
• Maintainingaexiblecostbasethatcanrespondtochangingconditions.
Principal risks and uncertainties
Monitoring and mitigation
Rightmove plc | Annual Report 2023 | 61
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
2. Competitive environment
The Group operates in a
competitive marketplace,
withattractivemarginsand
lowbarrierstoentry,which
may result in increased
competition from existing
competitors,ornewentrants
targeting the Group’s
primary markets.
Change from prior year
Potential impact
IncreasedcompetitionmayimpactRightmovesabilitytogrowrevenuesduetoapotential
loss of audience, advertisers or demand for additional advertising products.
Changes in the year
There have been some changes in the competitive environment during the year. Rightmove
continued to retain the largest and most engaged audience of any UK property portal. Its
marketshareofaselectionofthetoppropertyportalswas86%in2023
(3)
(2022: 85.0%)
(3)
.
Risk monitoring and mitigation
Sustained investment and innovation to provide products to our customers that meet all of
their property search and listing requirements
Communication of Rightmove’s value to advertisers
Continued investment in our account management teams to help customers run their
businessesmoreeciently
Sustained marketing investment in the Rightmove brand.
3. New or disruptive technologies
Rightmove operates in a fast-
moving online marketplace.
Failuretoinnovateoradoptnew
technologiesand/orfailureto
adapt to changing customer
business models and evolving
consumer behaviour may
impact the Groups ability to
oerthebestproductsand
services to its advertisers and
the best consumer experience.
Change from prior year
Potential impact
FailingtoinnovateonatimelybasismayimpactRightmovesabilitytogroworsustainrevenues
due to the potential loss of audience engagement, advertisers and demand for additional
advertising products.
Changes in the year
ProgresscontinueswithCloudmigration,currentlyover40%completeandexpectedto
completein2025.Followingtheprocurementofournewuserresearchtoolin2022,over2,000
sessionswereheldwithuserstoconductresearch,understandevolvingneedsandhow
Rightmovecansupport.WiththeaccelerationintechnologyadvancementwithinAIoverthe
past18months,weconductedanaccelerateddiscoveryprogramme,tounderstandboththe
threats and opportunities that AI poses for Rightmove, in advance of building out our AI capability
in 2024. Finally, investing continued in the consumer proposition to accelerate progress.
Risk monitoring and mitigation
• Ongoingresearchandprototypingofnewconceptswithusers
• FormationofthenewAIandconsumerteamsthatwillenableustoaccelerateinnovationin
our consumer roadmap
• Ongoingengagementwithstart-ups,prop-techandinternationalpeerstostayabreastof
market innovation.
62 | Rightmove plc | Annual Report 2023
Strategic report | Principal risks and uncertainties continued
4. Cyber security and IT systems
The Group has a high
dependency on technology and
IT systems. In today’s digital
worldthereareincreasedrisks
associatedwithexternalcyber-
attackswhichcouldresultinan
inability to operate our
platforms. A security breach,
such as corruption or loss of key
data,maydisrupttheeciency
and functioning of the Groups
day-to-day operations.
Change from prior year
Potential impact
Anylossofwebsiteavailability,ortheft/misuseofdataheldwithintheGroupsdatabasesand
IT systems, could result in reputational damage to the Group from loss of consumer and
customercondence,aswellasnanciallossarisingfromincreaseddowntimeorpotential
penalties,nesandlawsuits.
Changes in the year
High levels of cyber threat-activity continued. We remained focused on investing in enhanced
securitycontrols,acrossbothourwebsitehostingenvironmentandadministrativeITestate,
ensuring that customers’, consumers’, and Company data is protected. In addition to our
inhouseITenvironments,weextendedsecurityactivitiesthisyeartocovercloud-based
SaaSserviceswhichincreasinglysupportourday-to-daybusinessoperations.Third-party
assurance exercises continued to be used to validate our capabilities and controls;
undertaking penetration tests, benchmarking exercises, and an assessment of current
workingpracticesagainsttheISO27001standardforinformationsecuritymanagement.
Risk monitoring and mitigation
• BoardmonitoringofcyberrisksandmitigationaspartofitsreviewofGrouprisks
• DisasterRecoveryandBusinessContinuityPlanssubjecttoregulartestingandreview
Best-in-class security controls (and investment in) for all of our IT environments (on-premise,
cloud and SaaS)
• Embeddingbestpracticeforsecureapplicationdevelopmentintooursoftwaredevelopment
lifecycle
Regular testing of the security of our IT systems and platforms – including penetration testing
withongoingmonitoringanddetectionofexternalthreatsandthreatcapabilities
Ongoing monitoring of, and detection of, external threats and monitoring threat capability
Regular internal information security training, phishing and ‘spearphishing’ tests
• Incidentresponsecapabilitiesprovidedbyexternalmanagedservicescoupledwiththeright
inhouse expertise
• Workingcloselywithourcoretechnologyteamstostayaheadofchangesinthetechnology
landscape (for example, AI), and factoring the security implications of these into our plans
movingforward.
5. Regulatory risks
The Group operates in an
increasingly complex
regulatory environment.
There is a risk that the Group
failstocomplywiththese
requirements or to respond
to changes in regulations –
including GDPR and, for its
subsidiaries, the Financial
Conduct Authority’s rules
and guidance.
Change from prior year
Potential impact
Failure to meet regulatory requirements could lead to reputational damage, legal action
and/ornancialpenalties–allofwhichcouldimpacttheperformanceoftheGroupand
returns to shareholders.
Changes in the year
Key changes in 2023 included updates to our existing Consumer Duty policies, processes
andcontrolstoensurecompliancewiththenewrequirements,asdirectedbytheFCA;
continuedworkonourprimaryandsecondaryDataProtectionImpactAssessments;aswell
updatingourcookiepolicy,launchinganewcookiewallandupdatingthemarketingconsent
modal.
Risk monitoring and mitigation
Code of Conduct in place, underpinned by policies and procedures
• Group-widemandatorytrainingprogrammes:whichincludeanti-briberyandcorruption,
data privacy, information security and continuous professional development for all in
regulated roles
A dedicated internal legal, risk and compliance team responsible for identifying, assessing
andrespondingtoupcomingchangesinlawsandregulations;withaccesstoexternal,
specialist advice.
Rightmove plc | Annual Report 2023 | 63
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
6. Securing and retaining the right talent
Our continued success is
dependent on our ability to
attract, recruit, retain and
motivate our highly skilled
workforce.
Change from prior year
Potential impact
An inability to recruit and retain talented people could impact our ability to maintain our
nancialperformanceanddeliverourstrategicobjectives.Ifkeystaleaveorretire,thereis
ariskthatknowledgeorcompetitiveadvantageislost.
Changes in the year
During2023,weannouncedseveralchangesinbenetswhichincludedawardingall
employeesanadditionaltwodays’annualholidayfrom2024onwards,andadditionalloyalty
daysforallthosewhoreach10years’service.Otherbenetoptionswererefreshed,which
included pension contributions and private medical health. Investment continued in
employeedevelopmentandtraining–withafocusonmanagercapabilities,well-being
andlearningopportunities,whichincludeone-to-onecoaching.TheNon-Executive
Directorscontinuedtohostface-to-facesessionswithemployeestohearfeedbackrst
hand.Employeesentimentremainsstrong,withour‘GreatPlacetoWork’scoreat88%
(2022: 87%).
Risk monitoring and mitigation
• Regularbenchmarkingoftotalrewardpackages
• Regularstacommunicationandengagementandsemi-annualemployeesurvey
Ongoing succession planning and development of future leaders
Learning and development for all employees, including mandatory training
The ability for all employees to participate in the success of the Group through the SIP and
SAYE schemes
• Hybridworkingpolicytoprovidetheoptionofuptothreedaysathome,withtwosetdays
intheoce.
Emerging risks
Emergingrisksarenewrisks,orchangingrisks,whichwebelievearenotimmediatebutmayrepresentasignicantfuture
opportunityorthreat,arenotyetfullyunderstood,andwherethelikelihoodandtheimpactareuncertainorevenwidely
unknown.TheseincludeCompanyspecicrisksandglobalrisksaectingthemacroeconomyandarebeyondanyparticular
party’scapacitytocontrol,includingscenarioswhichcouldderailourstrategicplans.
Ourapproachtoemergingriskidentication,prioritisationandresponse,issystematicandincludeshorizonscanningand
impactassessment,andconsiderationofconsolidatingrisks.Thisidentication,capture,evaluationandongoingmonitoring
ofemergingrisksfallswithinourriskmanagementframeworkandisreviewedformallybytheBoardsemi-annuallywiththerisk
register. Examples of emerging risks include:
• ThepaceofchangeinrelationtoenvironmentalandotherESGmattersaswellasevolvingconsumerexpectations;and
• ThepaceoftechnologicalchangewithregardstoArticialIntelligenceandthepossibleimpactonconsumerbehaviour.
Remains unchanged
Slight decrease
Slight increase
(1) Residential property transactions in the UK recorded by the Land Registry.
(2)RevenuefromAgencyandNewHomeadvertisersinagivenmonthdividedbythetotalnumberofadvertisersduringthemonth,measuredasamonthlyaverageover
the year.
(3)Source:ComscoreMMX®Desktoponly+ComscoreMobileMetrix®MobileWeb&App,TotalAudience,Custom-denedlistofRightmoveSites,RIGHTMOVE.CO.UK,
ZOOPLA.CO.UK,PRIMELOCATION.COM,ONTHEMARKET.COM,January–December2023,UnitedKingdom.
64 | Rightmove plc | Annual Report 2023
Based on the going concern assessment in note 1 of the Financial Statements, the Directors have a reasonable expectation
thattheGrouphassucientresourcestocontinueinoperationalexistencefortheperiodto30June2025.Forthisreason,
they continue to adopt the going concern basis in preparing the Financial Statements.
In assessing the long-term viability of the Group the Directors have determined that a three-year period to 31 December
2026constitutesanappropriateperiodoverwhichtoprovideitsviabilitystatement,astheGroupoperateswithinanonline
digitalmarketplace,andprojectionslookingoutfurtherthanthreeyearsbecomesignicantlylessmeaningfulinthecontext
of the fast-moving nature of the market. Three years is also the period considered under the Group’s current Strategic
Business Plan.
TheStrategicBusinessPlanisdevelopedonabusinessunitbybusinessunitbasis,usingabottom-upmodelandisreviewedby
theBoard.TheplanmakescertainassumptionsaboutAgencyandNewHomescustomernumbers,ARPAgrowthandother
revenuestreamsandconsiderstheGroup’scostbase,protability,cashowsanddividendcoveroverthethree-yearperiod.
TheStrategicBusinessPlanhasbeensubjecttorobustdownsidestresstesting,whichinvolvedexingseveralofthemain
assumptionsunderlyingtheplan,toassesstheimpactofseverebutplausiblescenarios.Analysiswasperformedtoevaluate
thepotentialnancialimpactovertheperiodoftheGroup’sprincipalrisksactuallymaterialising.Althoughalltheprincipal
risks detailed on pages 60 to 63 could have an impact on Group performance, the scenarios opposite are considered to pose
the greatest threat to the business model and future performance of the Group and are therefore the most important to
the assessment of the viability of the Group.
Undertheseverebutplausiblescenariosabove,revenuereductionsweremodelled,withkeydriversbeingcustomer
numbersandARPA.Costassumptionswerealsoconsideredineachoftheseverebutplausiblescenarios,includingan
increase in marketing costs and IT costs, employee recruitment and retention costs, and higher spend on innovation and
protection of the platform.
Thescenarioswerestresstestedindividuallyandincombination,withseverebutplausibleassumptionsapplied.Inall
scenariostheGroupremainscashpositiveoverthethree-yearperiodandhassucientresourcestocontinueinoperational
existence,withouttriggeringtheneedtoincuranydebt.
TheDirectorsalsoreviewedtheresultsofareversestresstest,whichwasundertakentoprovideanillustrationofthe
scenariorequiredtoexhaustcashbalanceswithinthreeyears.Thepossibilityofthisscenarioarisingwasassessedtobe
highlyremoteandcouldariseonlyinextremecircumstances,signicantlymoreseverethanthescenariosmodelledabove.
OtherfactsthatprovidetheDirectorswithcomfortaroundtheGroup’slong-termviabilityinthefaceofadverseeconomic
orcompetitiveconditionsinclude:thattheGroupisnotoverlyreliantonaconcentratedcustomerbase,withnosingle
customerconstitutingmorethan3%ofGrouprevenue;thattheGrouphashighoperatingprotmargins,signicantfree
cashowgenerationandnoexternaldebt;andtheGrouphastheabilitytoadjustthediscretionarydividendandshare
buyback programme to enhance liquidity, if needed.
Conrmation of longer term viability
Inaccordancewiththerequirementsofthe2018UKCorporateGovernanceCode,theDirectorshaveassessedthe
long-term viability of the Group, considering the Group’s current position and the potential impact of the principal risks
and uncertainties set out on pages 60 to 63. Based on a robust assessment of the principal risks facing the Group, including
thosethatwouldthreatenitsbusinessmodel,futureperformance,solvencyorliquidity,theDirectorshaveareasonable
expectationthattheGroupwillbeabletocontinueinoperationandmeetitsliabilitiesastheyfalldueoverthethree-year
period to 31 December 2026.
Strategic report | Going concern and viability statement
Going concern and viability statement
Based on a robust assessment of principal risks
Rightmove plc | Annual Report 2023 | 65
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Scenarios that are considered to pose the greatest threat to the future performance of the Group and are therefore the most
important to assess the viability of the Group:
Scenario Linked Principal Risk
Economic downturn
GiventhattheGroupderivesnearlyallitsrevenuesfromtheUK,asevereeconomicdownturncould
impactconsumercondenceandresultinareductioninthenumberofhousingtransactionsinthe
market. In more extreme cases this could lead to a reduction in the number of customers, or impact
Average Spend Per Advertiser (ARPA).
1. Macroeconomic
environment
Increased competition and/or new or disruptive technologies
IncreasedcompetitionmayimpacttheGroupsabilitytogrowrevenuesandcouldbetheresultofthe
entryofanewplayerand/ornewtechnologiesusedbycompetitors.ThismightdisruptRightmove’s
totalmarketshareandchangecustomerbehaviour,leadingtoareductionincustomernumbersand/or
impact their average spend.
2. Competitive
environment
3.Newordisruptive
technologies
Cyber-attack
Acyber-attackcouldresultinRightmovesplatformbeingunavailable,whichwouldresultinlostrevenues
and associated additional costs to remediate.
4. Cyber security
and IT systems
66 | Rightmove plc | Annual Report 2023
Considering the interests of our stakeholders
Under the Code, the Board is required to report on how it
has considered the interests of its wider stakeholders in its
decision making. The Board and senior leadership team
engages with our stakeholders on an ongoing basis to ensure
that their views are incorporated into decision making at
Rightmove. During 2023, the NEDs have spent time with
Rightmove’s customers and the senior leadership team has
continued to engage in customer sentiment programmes and
carried out an interview-based research project with our
customers. Our Section 172 statement provides examples
of how the views of stakeholders have been gathered and
considered in Board and Executive decision making and can
be found on pages 23 to 29 of this report.
Board performance review
We recognise the importance of regular, thorough, and
transparent Board performance reviews. Details of the 2023
internal Board performance review process, outcomes and the
objectives agreed for 2024 can be found in the Nomination
Committee Report.
Reviewing our ESG strategy
In September 2023, the Corporate Responsibility Committee
of the Board reviewed Rightmove’s ESG strategy and approved
the ESG priorities for the next three years. The ESG section of
this report sets out our evolving ESG strategy and contains a
range of non-nancial information and metrics to demonstrate
our progress to date.
Statement of compliance with the UK Corporate
Governance Code
We report against the 2018 UK Corporate Governance Code
which is available at frc.org.uk. The Board considers that the
Company has complied with all provisions of the Code in 2023.
The Governance overview on page 67 summarises how the
principles of the Code have been applied at Rightmove and
how the provisions have been complied with, including
signposting to further supporting information elsewhere in
this annual report.
Annual General Meeting
Our AGM will be held at the oces of UBS, 5 Broad Street,
London EC2M 2QS on Friday 10 May 2024. Full details can be
found within the Notice of Meeting, available at plc.rightmove.
co.uk. All directors will retire and oer themselves for
re-election at this year’s AGM, except Kriti Sharma, who was
appointed on 25 July 2023 and will stand for election.
Andrew Fisher, Non-Executive Chair
Dear Shareholder
I am pleased to present our Corporate Governance report for
2023, which explains Rightmove’s governance framework,
and how we have applied the UK Corporate Governance
Code 2018 (Code) principles and complied with its provisions.
Rightmove’s Corporate Governance in 2023
This section of the report includes our statement of
compliance with the Code (see below) and further
information about how we achieved compliance with the
Code. This report contains information about Rightmove’s
corporate governance framework, the Board’s composition,
the activities of the Board in 2023 and the reports of each of
the four committees of the Board: Corporate Responsibility,
Nomination, Audit and Remuneration.
New CEO and independent Non-Executive
Director
On 20 February 2023, Johan Svanstrom was appointed as an
Executive Director and CEO designate, becoming CEO on
6 March 2023, when Peter Brooks-Johnson stepped down as
CEO and as an Executive Director. Non-Executive Director
Rakhi Goss-Custard did not stand for re-election at the AGM
on 5 May 2023, as she had served the maximum term on the
Board, and therefore stepped down as a Director. We were
delighted to announce in July 2023 that Kriti Sharma would
be appointed as an independent Non-Executive Director
on 25 July 2023. You can read about Kriti’s skills, experience
and her induction, in the Nomination Committee report on
page 88 and her biography is on page71.
Board Strategy Days
In June 2023 the Board held its annual two-day strategy
osite meeting, where the senior leadership team presented
the strategy for 2024 to the Board and external speakers
gave insightful presentations on leadership and the
emerging challenges and opportunities of Articial
lntelligence (AI). The Board and senior leadership team held
an AI workshop to explore the potential opportunities and
challenges presented by AI.
Governance | Corporate governance report – Non-Executive Chair’s introduction
Rightmove plc | Annual Report 2023 | 67
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Governance framework
The Board has established four committees (Audit, Nomination, Remuneration and Corporate Responsibility).
The chair of each committee reports to the Board on committee activities at each scheduled Board meeting.
No person, other than a committee member, is entitled to attend the meetings of these committees, except
by invitation by the chair of that committee.
Governance at a glance
How the Principles of the Code have been applied
The table below sets out how we have applied Principles A to R of the Code and where further information on how
our governance complies with the Code Provisions can be found.
1. Board leadership and Company purpose
A. Promoting the long-term sustainable
success of the Company
Pages 23-29
B. Purpose, values, strategy and culture
Pages 6, 45, 9,
76
C. Governance framework and controls
Pages 67-69
D. Engagement with stakeholders
Pages 23 to 29
E. Oversight of employment policies
and practices
Pages 45-51
2.
Division of responsibilities
F.
Role of Chair and Board Information
Page 68
G.
Division of responsibilities Page 68
H.
External commitments and conicts
of interest
Page 78
I.
Role of Company Secretary
Page 68
3. Composition, succession and evaluation
J. Appointments to the Board and succession
planning
Pages 86-90
K. Board composition and length of tenure
Page 78
L.
Board evaluation Page 90
4. Audit, risk and internal control
M. Financial reporting – integrity of nancial
and narrative statements
Pages 79-85
N. Fair, balanced and understandable
assessment
Page 81
O. Risk management and internal controls
framework
Pages 59
and 79
5. Remuneration
P.
Reward structure reecting achievement
and contribution to long-term strategy
Pages 94-115
Q.
Remuneration policy Page 98
R.
2023 remuneration outcomes Pages 94-115
Risk
Committee
Group Leadership
Team (GLT)
(Executive Committee)
Culture
Values and
Conduct
Risk Management and
Internal Controls
Training
Rightmove plc Board
Remuneration
Committee
Corporate
Responsibility
Committee
Nomination
Committee
Audit
Committee
68 | Rightmove plc | Annual Report 2023
Governance | Corporate governance report continued
How Rightmove is governed
A governance framework that supports strategy, mitigates risks and creates the right conditions for
value generation.
The Board is responsible for establishing Rightmoves purpose, values and strategy and for satisfying itself that these are
aligned to culture. The Directors are collectively responsible for promoting the success of the Company for its members
and all other stakeholders. Please refer to our Section 172 statement for further details of the Section 172 duty. The Board
is comprised of eight Directors, six of whom are Non-Executive Directors (ve of whom are independent). Board Director
biographies can be found on page 70. Terms of Reference for Board committees, the Matters Reserved for the Board and
the Division of Responsibilities of the Roles of the CEO and Chair can be found on our investor website.
Read more about Board activities on page 74.
The Chair is responsible for leading the Board and promoting the highest standards of corporate governance, planning
the Board’s agendas with the CEO and Company Secretary and for ensuring that Directors receive timely, accurate
information and that sucient time is allocated for discussion at meetings to support eective decision making.
One of the Non-Executive Directors is appointed as the Senior Independent Director, who is responsible for deputising
for the Chair in his absence, serving as an intermediary for other Directors when necessary, being available for
shareholders if they have concerns that they are not able to raise with the Chair and for conducting the annual review
of the Chair’s performance. The role of the SID can be found on our investor website.
Independent NEDs provide challenge and scrutiny to the work of the Executive Directors in their application of the
strategy, within the risk and control framework set by the Board.
The Board delegates the day-to-day operation of the
business to the Executive Directors. The Board receives
reports on the work of the Executive team from the CEO
at each scheduled Board meeting and has regular
interactions with them.
The Board delegates certain matters to its four
Board committees – see below for further information.
At scheduled Board meetings, the chair of each
committee reports back on its activities.
Group Leadership Team (GLT)
Rightmove’s internal leadership team, led by the CEO.
Responsible for the day-to-day strategic and operational
direction of the Group, for ensuring business units are
accountable and aligned on business strategy and key
results. Responsible for the day-to-day management and
alignment of culture and values at Rightmove and for
developing appropriate talent management and succession
plans in the wider senior leadership team.
The Board and its committees are supported by the
Company Secretary who is responsible for advising the
Chair and Board on corporate governance matters.
The Company Secretary plays an important role in the
organisation of Board and committee meetings, the
preparation of clear, accurate and timely information for
those meetings, liaison between the Board and senior
leadership and the maintenance and development of the
corporate governance framework and ESG matters
at Rightmove.
Board
Board Chair
Senior Independent Director (SID)
Independent Non-Executive Directors
Executive Directors Company Secretary
Rightmove plc | Annual Report 2023 | 69
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
All Board committees are comprised of Non-Executive Directors only, apart from the Corporate Responsibility Committee which
comprises all Directors. Only committee members are entitled to attend Committee meetings, but other Board members and
Rightmove employees may attend by invitation only.
Responsible for monitoring
the integrity of the nancial
statements and for reviewing
the eectiveness of the
internal and external audit
functions and systems of
risk management and
internal controls.
Read more on page 79
Responsible for Board
composition and diversity,
for succession planning and
reviewing the performance of
the Board and its committees.
Formulates proposals for
appointments to the Board
and its committees.
Read more on
page 86
Responsible for developing
policy on Executive and
wider workforce remuneration
and share-based incentive
plans.
Read more on page 94
Ensures that Rightmoves ESG
strategy is t for purpose and
reviews ESG reporting and
metrics.
Read more on page 91
Forums which meet regularly to strengthen governance and to provide two-way channels of communication and engagement
for senior leadership and employees.
Town Halls
Employee meetings, led by senior
leadership, to communicate, inform,
motivate and celebrate.
Board and Employee Engagement
Sessions
Dedicated sessions for the Board’s
Non-Executive Directors and employees
to discuss working at Rightmove.
Greener Group
Employee group that meets to consider
and agree our environmental policy and
strategy.
Read more on page 34
Meets to govern pension
arrangements and to hold
pension providers to account.
Meet regularly to discuss
progress on strategic
objectives: Customer,
Customer sentiment,
Consumer, Labs, Mortgages,
Lead to Keys and Breadth.
Read more about our
inclusion groups on
page 50
Employee group that
considers and agrees
charitable donations,
sponsorships and matched
fundraising requests.
Read more on page 52
The Risk Committee is a below Board committee that works closely with the Audit Committee and is responsible for the day-to-day
identication and mitigation of risks. Members of the Risk Committee are: the Chief Financial Ocer, the Chief Technology and
Product Ocer, the Chief Information Security Ocer, the Legal and Compliance Director and the Head of Customer Experience.
Read more on page 57
There are ve companies in the Rightmove Group – Rightmove plc, its subsidiary company Rightmove Group Limited and its
subsidiary companies Rightmove Landlord and Tenant Services Limited, Rightmove Financial Services Limited and Homeviews
Platform Limited. All Rightmove companies are registered in England and Wales. Executive Directors and members of the Group
Leadership Team and senior leadership team serve as Directors on subsidiary Boards.
Employees are provided with the tools to play their part in governance at Rightmove.
You can read more about Rightmove’s culture and values in the Social section of the ESG report, starting on page 45
Board Committees
Audit Committee Nomination Committee Remuneration Committee
Corporate Responsibility
Committee
Risk Committee
Subsidiary Boards
Rightmove Forums
Pension Governance PODS Inclusion Groups
Communities and
Charities Group
Culture, Values, Induction and Training
70 | Rightmove plc | Annual Report 2023
Governance | Directors and ocers
Key to Board Committee membership
A Audit Committee R Remuneration Committee C Corporate Responsibility Committee N Nomination Committee * Committee Chair
Directors and ocers
Appointment to the Board:
20 February 2023
Current external commitments:
None
Previous roles and relevant skills
and experience:
Johan brings extensive knowledge of
growing established online marketplace
and e-commerce businesses and has many
years of experience as a board director of
both public and private technology
companies across multiple countries.
Johan most recently served as a Partner,
EQT Growth Advisory Team, part of EQT
the global investment organisation,
where he was part of investing in and
serving on the boards of several growth
technology companies. Prior to that,
Johan was a member of the Expedia
Group global leadership team, serving as
Global President of Hotels.com and
Expedia Aliate Network brands
between 2013 and 2018, where he grew
revenues to over $3 billion, leading teams
across four continents. Preceding that,
Johan spent eight years with the Expedia
Group in its Asia-Pacic division as a
Managing Director, launching and growing
several of the company’s divisions into
leading regional players.
Johan was previously with McDonald’s
Corporation, where he was Head of the
Digital Innovations Group, successfully
leading major projects based in the US.
Before that, Johan held CEO and leadership
positions in telecommunications and
internet start-ups.
Johan is a Swedish national based in the
UK and holds a MSc in Economics from
the Stockholm School of Economics.
Johan Svanstrom
Chief Executive Ocer
C
Appointment to the Board:
1 January 2020
Current external commitments:
Non-Executive Director, Senior
Independent Director and Remuneration
Committee Chair of Marks and Spencer plc
Previous roles and relevant skills
and experience:
Andrew has a background in building
digital, media and entrepreneurial
businesses and executing high growth
strategies. He also has experience of
serving on the Boards of a number of listed
companies as a Non-Executive Director.
Andrew was previously CEO and
Executive Chairman of Shazam. During
his tenure, Shazam became one of the
world’s leading mobile consumer brands.
He was also European Managing Director
of Infospace Inc and the founder and
Managing Director of TDLI.com. Andrew
was a Non-Executive Director of
MoneySupermarket.com Group plc until
May 2020 and Merlin Entertainments plc
until 2019. Andrew is a Trustee of the
Royal Marsden Cancer Charity.
Andrew Fisher
Chair
N*, C*
Appointment to the Board:
7 September 2020
Current external commitments:
Non-Executive Director and Audit
Committee member, Pearson plc
Previous roles and relevant skills
and experience:
Alison was the Chief Strategy Ocer at
News UK from 2016 until May 2020, where
she was at the forefront of the business’
digital transformation. Before News UK,
Alison held a number of senior positions
at Sky plc from 2002 – 2016, including
Group Treasurer, Director of Finance and
Deputy Managing Director Sky Business.
Alison is an Irish national, but has lived in
London since 1994. She has a Masters
in Business Studies from University
College Dublin.
Alison Dolan
Chief Financial Ocer
C
Rightmove plc | Annual Report 2023 | 71
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Appointment to the Board:
1 June 2017
Committee membership:
Audit, Nomination and Corporate
Responsibility
Current external commitments:
Chief Executive Ocer of M Group
Services Limited
Previous roles and relevant skills
and experience:
Andrew is a chartered accountant with
broad operational experience, a wealth
of nancial expertise, proven commercial
experience and a strong consumer-centric
background. He has a deep knowledge of
nancial reporting, audit and risk
management, technological solutions and
consumer platforms.
Andrew is currently the Chief Executive
Ocer of M Group Services Limited, the
leading essential infrastructure services
provider in the UK. He was previously the
Chief Financial Ocer of M Group Services
from 2021 and prior to that the Chief
Financial Ocer of easyJet plc from 2015
until February 2021. Before joining easyJet,
Andrew was Chief Financial Ocer of
Halfords plc and prior to that Director of
Finance, Tax and Treasury at Marks and
Spencer Group plc. He formerly held senior
nance roles with the London Stock
Exchange and Cable & Wireless, in the UK
and US. Andrew qualied as a chartered
accountant with Coopers & Lybrand.
Andrew Findlay
Independent Non-Executive
Director
A*, N, C
Appointment to the Board:
30 December 2016
Committee membership:
Audit, Nomination, Remuneration,
Corporate Responsibility
Current external commitments:
Board Member of techUK
Non-Executive Director of FDM Group
(Holdings) plc
Chair Institute of Coding
Previous roles and relevant skills
and experience:
Jacqueline is a recognised technology
leader with many years’ experience in
the software, technology and digital
sectors, working in enterprise software
businesses. She has extensive
knowledge and skills in technology-
based solutions and cyber security.
Jacqueline has been employed
throughout her career by global blue-chip
software companies. She has served as a
Non-Executive Director on the boards of
Home Retail Group, AO World plc and
Costain Group plc. Jaqueline currently
has NED responsibility for Employee
Voice at FDM Group plc and for the ESG
agenda at IFS AB. Jacqueline is the Chair
at the Institute of Coding, and President
of Digital Leaders Technology Group.
She is a passionate advocate for diversity
and inclusion in the workplace with a
particular focus on getting women and
girls into digital careers and studying
STEM subjects. She was awarded a CBE
for services to international trade in the
technology industry in 2018.
Jacqueline de Rojas CBE
Senior Independent Non-Executive
Director
A, N, R, C
Appointment to the Board:
25 July 2023
Committee membership:
Audit, Nomination and Corporate
Responsibility
Current external commitments:
Chief Product Ocer, LegalTech,
Thomson Reuters
Previous roles and relevant skills
and experience:
Kriti Sharma is an internationally
recognised expert in AI who has a strong
record of building and transforming
successful technology businesses and
products for consumer, B2B and enterprise
companies. She is currently Chief Product
Ocer, LegalTech, for Thomson Reuters.
She was formerly the VP of Articial
Intelligence at FTSE 100 software company
Sage Group plc and led a major product
transformation for GfK, a KKR portfolio
company, transforming them from a data
and content provider to a decision
intelligence, SaaS platform business.
Kriti was named in the Forbes 30 Under 30
list in 2017 for advancements in AI and is
a Google Anita Borg Scholar. She was
awarded the Prime Minister’s Points of
Light award for creating ‘AI for Good’, an
initiative pioneering AI techniques to
tackle a range of social challenges. Her
work is frequently featured in global media
such as the Financial Times, Harvard
Business Review, BBC. She was appointed
a United Nations Young Leader in 2018.
Kriti Sharma
Independent Non-Executive
Director
A, N, C
72 | Rightmove plc | Annual Report 2023
Governance | Directors and ocers continued
Key to Board Committee membership
A Audit Committee R Remuneration Committee C Corporate Responsibility Committee N Nomination Committee * Committee Chair
Appointment to the Board:
28 September 2022
Previous roles and relevant skills
and experience:
Carolyn was Deputy Company Secretary
at Superdry plc from December 2018 to
September 2022 and Company Secretary
(SPV) at G4S plc from October 2015 to
December 2018. Carolyn has broad
commercial experience as a company
secretary, spanning the voluntary sector,
nancial services, utilities and retail.
Carolyn is a Fellow of the Chartered
Governance Institute UK and Ireland and
has a BA (Hons) in Politics and History
from Coventry University. Carolyn is a
Trustee of the charity Caudwell Youth.
Carolyn Pollard
Company Secretary
Appointment to the Board:
01 February 2018
Committee membership:
Remuneration (Chair), Nomination,
Corporate Responsibility
Current external commitments:
Non-Executive Director of Proven VCT plc
Non-Executive Director of Finsbury Growth
& Income Trust PLC
Non-Executive Director of Premier
Foods plc
Previous roles and relevant skills
and experience:
Lorna has extensive experience as a media
analyst and investment adviser to the
media sector with strong nancial analysis
and leadership skills. She was Executive
Director of Numis Corporation PLC (now
Deutsche Numis) and Head of the Media
Sector in Corporate Broking & Advisory
until September 2017. She was a founder
of Numis when it launched in 2001 having
worked at Sheppards, as a director of SG
Warburg and executive director of WestLB
Panmure. Lorna previously served on the
Advisory Panel of TechNations Future Fifty
programme and as a Cabinet Ambassador
(for Creative Britain) for the Department
of Culture, Media & Sport. She has also
served as a Non-Executive Director of
M&C Saatchi PLC, Euromoney Institutional
Investor PLC and Jupiter UK Growth plc.
Lorna Tilbian
Independent Non-Executive
Director
N, R*, C
Appointment to the Board:
01 June 2019
Committee membership:
Nomination, Remuneration, Corporate
Responsibility
Current external commitments:
Managing Director of Vitruvian
Partners LLP
Previous roles and relevant skills
and experience:
Amit has a strong understanding of the
online classied sector and innovation
across a range of online marketplace
businesses, with extensive knowledge of
nance and capital markets. He was Head of
International Developed Equities at Harvard
Management Company and prior to that
Head of Equities at the Lakshmi Mittal Family
Oce. He previously held senior investment
management roles at Morgan Stanley & Co
International plc, Zi Brothers Investments
and KKR & Co. Amit has an MBA with
Distinction from Harvard Business School
and a Bachelor’s degree in Economics with
Honours from Harvard College.
Amit Tiwari
Independent Non-Executive
Director
N, R, C
Rightmove plc | Annual Report 2023 | 73
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Board and Committee attendance
The Board continues to demonstrate individual and
collective commitment to Rightmove by devoting sucient
time to their duties, including time spent preparing for and
attending scheduled Board and Committee meetings,
strategy and investor events and additional ad-hoc
meetings, Board calls and stakeholder engagement
activities. In addition to the below meetings, the Chair
conducts meetings with the NEDs without the Executive
Directors being present and Jacqueline de Rojas, the SID,
chaired a meeting of the NEDs in December 2023, at which
the performance of the Chair was reviewed, without him
being present.
Date of Board
appointment/resignation Independent
Peter Brooks-Johnson, Executive Director 10 January 2011/6 March 2023
Alison Dolan, Executive Director 7 September 2020
Andrew Findlay, Non-Executive Director 1 June 2017
Andrew Fisher
1
, Non-Executive Chair 1 January 2020
Rakhi Goss-Custard
2
, Non-Executive Director 28 July 2014/5 May 2023
Jacqueline de Rojas, Non-Executive Director 30 December 2016
Kriti Sharma, Non-Executive Director 25 July 2023
Johan Svanstrom, Executive Director 20 February 2023
Lorna Tilbian, Non-Executive Director 1 February 2018
Amit Tiwari, Non-Executive Director 1 July 2019
(1) Considered independent on appointment.
(2) Rakhi Goss-Custard could not attend the February 2023 Board meeting due to a prior commitment.
Rakhi passed her approvals and any comments in relation to the Board papers to the Chair in advance of the meeting.
Board changes during 2023
Executive Director Peter Brooks-Johnson stepped
down from the Board on 6 March 2023 and Independent
Non-Executive Director Rakhi Goss-Custard stepped down
following the AGM on 5 May 2023. Johan Svanstrom was
appointed as an Executive Director on 28 February 2023
and Kriti Sharma was appointed as an Independent Non-
Executive Director on 25 July 2023.
Board Remuneration Audit Nomination
Corporate
Responsibility
Total Meetings 7 6 5 3 2
Peter Brooks-Johnson
(1)
1/1 1/1
Alison Dolan 7/7 2/2
Andrew Findlay 7/7 5/5 3/3 2/2
Andrew Fisher 7/7 3/3 2/2
Rakhi Goss-Custard
(2)
1/2 2/3 0/1 0/1
Jacqueline de Rojas 7/7 6/6 5/5 3/3 2/2
Kriti Sharma
(3)
4/4 2/2 2/2 1/1
Johan Svanstrom 7/7 2/2
Lorna Tilbian 7/7 6/6 3/3 2/2
Amit Tiwari 7/7 3/3 3/3 3/3 2/2
(1) Peter Brooks-Johnson stepped down from the Board on 6 March 2023.
(2) Rakhi Goss-Custard did not attend the meeting on 28 February 2023 due to a prior commitment and she stepped down from the Board on 5 May 2023.
(3) Kriti Sharma has attended all meetings since being appointed as a Non-Executive Director on 25 July 2023.
74 | Rightmove plc | Annual Report 2023
Board activities in 2023
Standing agenda items at each scheduled meeting are: Governance; Board Committee reports from the chair of each
committee; CEO report; Finance and Investor Relations reports; strategic or business area ‘deep dives’/presentations.
Risk and Principal Risks and Uncertainties are reviewed every six months. A cyber security review is performed by the
Audit Committee annually. ESG is reviewed every six months by the Corporate Responsibility Committee.
Our six stakeholder groups
Our six stakeholder groups are set out below and you can read more about how we obtain feedback from them in our
Section 172 Statement on page 23.
Month in 2023
Stakeholder focus Board activity On the agenda Other events
January
No scheduled
Board meetings
in January
Investor consultation on
Remuneration Policy (led by
the Remuneration Committee)
February
Full-year
Results
People
Trac
Deep dives
Risk
Annual Financial Report 2022
Final Dividend
Viability statement
Fair, Balanced and Understandable
statement
Risk review
People updates (Have Your Say results)
Trac deep dive
Product Development deep dive
Tax Strategy review
Gender Pay Gap report
Modern Slavery Act Statement
Payment Practices Report (2022)
Executive session (NEDs only)
Appointment of new
Executive Director, Johan
Svanstrom
Annual report committee
reports reviewed and
approved by each committee
March
Annual Report Approval of the nal Annual Financial
Report 2022 (by Board committee)
Publication of Annual
Financial Report 2022 and
Notice of AGM 2023
Appointment of new CEO,
Johan Svanstrom
April
No scheduled
Board meetings
in April
Governance | Corporate governance report continued
The table below shows how our stakeholder groups have been considered in Board decision making.
Shareholders
Customers
Consumers
Employees
Business partners
Communities and
environment
Rightmove plc | Annual Report 2023 | 75
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Month in 2023
Stakeholder focus Board activity On the agenda Other events
May
AGM
Deep dive
AGM brieng (NEDs only)
Business area update - Tenant Services
AGM
NED Customer meetings
June
Strategy
AI
Brand
O-site two-day strategy event with Board
and senior leadership
AI workshop
Brand strategy
NED Customer meetings
July
Risk
Half-year
Results
Risk review
Half-year nancial results
Interim dividend
Share Buyback programme
Cyber Insurance
Payment Practices report (to June 2023)
Half-year results published
Appointment of new
Non-Executive Director Kriti
Sharma
NED Customer meetings
August
No scheduled
Board meetings
in August
Approval of new Board
Diversity, Equity and
Inclusion Policy
September
People
Diversity
ESG
AI
Deep dive
Employee engagement sessions
Have Your Say employee survey results
ESG strategy review
Articial Intelligence discovery update
Business area update – Products and Pricing
for New Homes
NED Customer meetings
October
No scheduled
Board meetings
in October
Board update call
November
Business plan
2024
Investor Day
Deep dive
Insurance
Business plan presentations
Insurance renewal
Investor Day plans
Business area update – Commercial
Executive session (NEDs only)
Investor Day on
27 November
December
Governance
and
Performance
Cyber security
review
Cyber security review
Legal and corporate governance update
Annual review of governance, policies and
procedures
Annual Board, Committee and Chair
performance review and objective setting
Cyber security is reviewed by
the Audit Committee
76 | Rightmove plc | Annual Report 2023
In addition to scheduled Board meetings, Board members
attend update calls to consider and discuss matters as and
when necessary. Ongoing, less formal communication also
takes place outside of Board meetings between the Chair
and the Executive Directors and Group Leadership Team,
and between the Non-Executive Directors. NED-only
sessions take place at the end of Board meetings on a
regular basis.
To read more about the activities of the Board’s four
committees, please turn to:
Corporate Responsibility – page 91
Nomination – page 86
Audit – page 79
Remuneration – page 94
Investor Relations activity in 2023
One-to-one meetings with investors take place throughout
the year on request.
March 2023
Full-year results
presentation
Full-year results
roadshow
UK investor
conference
April 2023
May 2023
Annual General
Meeting
UK investor
conference
June 2023
UK investor
conferences
July 2023
Half-year results
presentation
Half-year results
roadshow
September 2023
October 2023
US investor
meetings
November 2023
Investor Day
December 2023
US investor
roadshow
How the Board assesses and monitors culture
Rightmove’s open, supportive and innovative culture is
described in more detail in the ESG Report. Executive
Directors lead by example in maintaining a collegiate
culture with an open plan oce environment, hybrid working
and a strong emphasis on well-being. Regular Town Hall
all-employee webinars provide employees with business
updates, led by the CEO and senior leadership. All Directors
engage with employees, through a variety of channels, as set
out in our S172 Statement and in the Social section of the
ESG report. The Board also reviews and discusses the
results of the bi-annual ‘Have Your Say’ employee survey
with the Executive Directors and Director of People, with a
percentage of the Executive Directors’ variable bonus
directly dependent on the survey results – more information
on this can be found in the Directors’ Remuneration Report
on page 96. Non-Executive Directors also hold employee
engagement sessions – see below for further details.
Employee engagement
In response to the Code requirement, the Board has
developed a bespoke approach to employee engagement,
with all Non-Executive Directors engaging face-to-face with
employees at Rightmove in conversational sessions during
the year. Further details can be found in the Social section of
the ESG report.
Whistleblowing
The Company reviewed and approved its Whistleblowing
Policy, arrangements and procedures in November 2023.
An independently operated whistleblowing line is in place and
is available for and communicated to all employees, who can
report their concerns anonymously if they wish. Reports can
be made by email or telephone or to the Company Secretary
in person. During 2023, four whistleblowing line reports were
made by users of the Rightmove property portal, all related
to customer services or data quality matters, and all were
quickly resolved by our customer services and data quality
teams. No whistleblowing line reports were made by
Rightmove employees during 2023.
Board diversity, composition and balance
Board Diversity
The Board has approved a Board Diversity, Equity and
Inclusion Policy and is committed to diversity, equity, and
inclusion. Rightmove plc’s Board believes that diversity,
equity, and inclusion are fundamental to the Company’s
long-term success and that greater diversity delivers
competitive advantages.
A diverse and inclusive Board, comprising Directors with
a range of skills, knowledge, experiences, backgrounds,
genders, ages, ethnicities, and other protected and non-
protected characteristics and who possess dierent
perspectives, insights and viewpoints promotes good
decision making and delivers commercial advantages in the
long term. Board and Board committee appointments are
made on merit against a set of objective criteria in the
context of the skills, experience, independence, knowledge
and diversity that the Board requires to be eective. This
Policy should be read alongside Rightmoves Equality Policy
and Code of Conduct.
Rightmove supports the FTSE Women Leaders Review. As at
the date of this report, 50% of the Rightmove Board and 50%
of the Executive Directors are female. There is also a strong
female presence in our senior leadership teams. Further
details on Diversity at Rightmove can be found in the Social
section of this annual report.
Governance | Corporate governance report continued
Rightmove plc | Annual Report 2023 | 77
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
As at the date of this report, 37.5% of the Board were from
ethnically diverse backgrounds, exceeding the Parker Review
target that Rightmove supports and voluntarily reports on.
We can also report that at the date of this report, in line with
Listing Rule 9.8.6R(9), Rightmove has over-achieved the
following Board diversity targets:
50% of the individuals on the Board of Directors are
women (Listing Rule target is 40%)
Two senior positions are held by women (Chief Financial
Ocer is Alison Dolan and Senior Independent Director
is Jacqueline de Rojas) (Listing Rule target is one
senior position)
Three individuals on the Board are from a minority ethnic
background (Listing Rule target is one individual).
For full details please refer to the gender and ethnicity reporting tables below.
Gender identity reporting table
Number
of Board
members
Percentage
of the Board
Number of
senior positions
on the Board
(CEO, CFO,
SID and Chair)
Number in
executive
management*
Percentage
of executive
management*
Men 4 50% 2 3 50%
Women 4 50% 2 3 50%
Not specied/prefer not to say
Ethnic background reporting table
White British or other White (including minority
white groups)
5 62.5% 4 67%
Mixed/Multiple Ethnic Groups 1 12.5%
Asian/Asian British 2 25% 1 16.5%
Black/African/Caribbean/Black British
Other ethnic group including Arab 1 16.5%
Not specied/prefer not to say
* Under Listing Rule 9, executive management is defined as the executive committee or most senior executive or managerial body below the Board (or where there is no
such formal committee or body, the most senior level of managers reporting to the chief executive), including the company secretary but excluding administrative and
support staff.
78 | Rightmove plc | Annual Report 2023
Governance | Corporate governance report continued
Board independence, external appointments and
performance review
More than half of the Rightmove plc Board are independent
Non-Executive Directors (excluding the Chair) as identied in
the Board biographies starting on page 70. Please turn to the
Nomination Committee report on page 86 for full details of
how Board members’ external appointments are managed
and the results of this year’s Board performance review.
How conicts of interest are managed
Under the Companies Act 2006 (the Act), the Directors have
a statutory duty to avoid situations in which they have, or
could have, a direct or indirect conict with the interests of
the Company. The Company’s Articles of Association
contain provisions for managing and authorising potential
conicts of interest. The Board has a Conicts of Interest
Policy in place and continues to observe the policy and to
review the Register of Directors’ Interests at least annually.
Any external appointments must be approved by the Board
before they can be accepted.
To safeguard their independence, a Director is not entitled to
vote on any matter in which they may be conicted or have a
personal interest. If necessary, Directors are required to absent
themselves from a meeting of the Board while such matters
are being discussed and, if there is any doubt, the Chair of the
Board is responsible for determining whether a conict of
interest exists. No such conicts of interest arose in 2023.
The interests of the Directors in the share capital of the
Company as at the date of this report, the Directors’ total
remuneration for the year and details of their service
contracts and Letters of Appointment are set out in the
Directors’ Remuneration Report. As at the date of this
report, the Directors were deemed to have a non-benecial
interest in 999,627 ordinary shares held by The Rightmove
Employees Share Trust.
Board composition
Executive
Directors
Chair Non-Executive
Directors
5
1
2
Board skills & experience
Finance &
governance
Voice of the
customer/
property market
Technology
& innovation
Voice of the
consumer & retail
Digital
marketing &
online media
Corporate
transactions
7
4
5
5
2
4
Board gender
Female Male
44
Board age
60+
50-
59
40-
49
Non-ExecutiveExecutive
No. of Directors
Age range
0 1 2 3 4
0-3
years
Board tenure
3-6
years
6-9
years
9+
years
2
1
4
1
0-3 years 3-6 years Female Male
Finance and
governance
Voice of the
customer/
property market
Technology
and innovation
Voice of the
consumer
and retail
Digital
marketing and
online media
Corporate
transactions
6-9 years
Executive
Directors
Chair Non-Executive
Directors
Executive
Non-Executive
Age range
Board genderBoard tenure
Board composition
Board age (No. of Directors)
Board skills and experience
Corporation tax Employment taxes
Business rates Stamp duty and other
2 4 4 42
2 1
2 2 2 2
5 5524 7 4
30-3960+ 50-59 40-49
Board composition and the balance of skills and experience
Rightmove plc | Annual Report 2023 | 79
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Dear Shareholder
As Chair of the Audit Committee (the Committee), I am
pleased to present the Committees report for the year
ended 31 December 2023. In this report we aim to provide an
overview of the principal activities of the Committee during
the year and an update on the key areas of review as the
Committee discharged its responsibilities.
The Committees key responsibilities are set out in the
Corporate Governance Report on page 69.
The Committee has overseen a detailed programme of work
during 2023, including agreeing the scope, and reviewing the
results, of the work delivered by the outsourced internal
audit function provided by PwC. This year, PwC reported on
GDPR compliance; readiness for the new corporate reforms;
compliance with the FCA regime of the subsidiary Rightmove
Financial Services; and the design and planning for the
implementation of the second phase of the new ERP. The
Committee also reviewed the results of the work delivered
by Telstra – a third-party cyber specialist – on ISO 27001 gap
analysis. A further key area of focus for the Committee
during the year was the monitoring of the plan for the
transition to an inhouse internal audit function in 2024.
The Committee, as part of its annual governance cycle, also
reviewed the Group’s Treasury, Bribery and Whistleblowing
policies, the Gifts and Hospitality Register, and the Non-
Audit Services Policy.
Looking forward to the next 12 months, the Committee will
continue to focus on key risk areas such as cyber security and
regulatory compliance, and to support the Company’s overall
risk management framework. The implementation of the
billing functionality within the ERP system will also be a key
priority for the Committee during 2024, as will the successful
set up of the new inhouse internal audit function.
In addition to its annual performance evaluation, the
Committee carried out a review of its terms of reference in
relation to the 2018 UK Corporate Governance Code. These
are published on the Investor Relations section of the
Groups website at plc.rightmove.co.uk and are available in
hard copy from the Company Secretary.
I will be available at the AGM to answer any questions about
the work of the Committee.
Andrew Findlay
Chair of the Audit Committee
Audit Committee report summary
2023 Activities
The Committee met ve times
during 2023 and its key activities
were to:
assess the integrity of the
Groups half-year report and
annual nancial statements,
considering the application
of nancial reporting and
governance standards and
management’s approach to any
key judgmental areas of reporting
and the related comments of the
external auditor
conrm that the Annual Report
is as a whole fair, balanced and
understandable
review and approve the year-to-
date trading statement issued on
27 November
review the eectiveness of
Rightmove’s internal control
processes
assess management’s
implementation plan for the new
billing system
review the updated cyber
response plan and develop a
third-party supplier framework
input into transition plans to bring
internal audit inhouse in 2024,
including the selection of the new
Head of Internal Audit and the
overlap with PwC
agree the scope and terms
of reference for the reviews
undertaken by Internal Audit
and to review progress on
internal actions and assess
the conclusions and
recommendations of
Internal Audit
evaluate the eectiveness of the
external auditor and the Internal
Audit function, and
review and challenge the Internal
Audit plan for 2024.
Committee’s remit
The Committee is an essential part of Rightmove’s governance
framework, to which the Board has delegated oversight of the
accounting, nancial reporting and internal control processes,
the outsourced internal audit function and the review of the
eectiveness and quality of the external auditor.
2024 Priorities
continued focus on key risk
areas such as compliance, cyber
and data security
review of internal audit reviews:
including business continuity/
crisis management, new supplier
due diligence procedures,
ISO 27001 controls and the
implementation of phase 2 of
the new nance ERP system, as
well as monitoring the transition
from an outsourced internal
audit function to the new
internal audit team.
Andrew Findlay
Chair of
the Audit
Committee
Jacqueline de Rojas Amit Tiwari
(stepped down
25 July 2023)
Kriti Sharma
(appointed
25 July 2023)
The Group’s external auditor is EY LLP. PwC LLP provided internal
audit services during 2023.
Governance | Audit Committee report
Committee members and auditor
The Committee members are independent Non-Executive
Directors and comprise:
Committee meetings and attendance
For full details please refer to the Corporate Governance report on
page 73.
80 | Rightmove plc | Annual Report 2023
Audit Committee membership, meetings
and eectiveness
Audit Committee membership
All the members of the Audit Committee are Independent
Non-Executive Directors in accordance with provision 24 of
the UK Corporate Governance Code (the Code). The Board
has determined that Andrew Findlay, as the Committee
Chair, has the recent and relevant nancial experience
required by the Code, given his several executive nance
roles, which include his previous roles as Chief Financial
Ocer at a variety of businesses, as well as his current role
as Chief Executive Ocer at M Group Services. Andrew is
also a chartered accountant with the Institute of Chartered
Accountants in England and Wales. In line with the Code, the
Committee possesses experience relevant to the business,
through the digital, consumer and nancial experience of
Andrew Findlay, the technology background of Jacqueline de
Rojas, the deep nancial and capital markets expertise of
Amit Tiwari and the Articial Intelligence expertise of Kriti
Sharma. As Amit Tiwari had joined the Remuneration
Committee in May 2023, he stepped down from the Audit
Committee on 25 July 2023 when Kriti Sharma was appointed.
Biographies of the members of the Committee and the
committee meetings and attendance of the members are
set out in the Corporate Governance Report.
Audit Committee meetings
Regular attendees at Audit Committee meetings include
the Chair, CEO and CFO as well as the external and internal
auditors. The Committee also invited appropriate members
of the management team to meetings as necessary, to
maintain eective communication between all relevant
parties. The Committee periodically set time aside to meet
privately with the external and internal auditors and seek
their views without the presence of management. The
auditors had direct access to the Chair to raise any concerns
outside formal Committee meetings and, in between
meetings, the Chair maintained contact with the Chief
Financial Ocer, external audit partner, PwC internal audit
manager and other members of the management team.
After each meeting, the Chair reported to the Board on
the main issues discussed by the Committee and minutes
of the Committee meetings were circulated to the Board
once approved.
Audit Committee eectiveness
The eectiveness of the operation of the Committee was
reviewed in December 2023 as part of the internal Board
and Committee performance review. The feedback on the
Committee was unanimously positive and armed that
the Committee is eective and provides appropriate
challenge. For full details see page 90 of the corporate
governance report.
Financial reporting
Annual and half-year reports
The Committee is responsible for reviewing the
appropriateness of the Groups half-year report and annual
nancial statements. The Committee has considered, among
other things, the accounting policies and practices adopted
by the Group; the correct application of reporting standards
and compliance with broader governance requirements,
including the reporting for climate-based nancial disclosures
(TCFD); the use of Alternative Performance Measures; the
approach taken by management to any key judgmental areas
of reporting; the comments of the external auditor on
management’s chosen approach; and the information,
underlying assumptions and stress-test analysis presented in
support of the Going Concern status and Viability Statement.
Signicant accounting matters
The key signicant accounting matter is revenue recognition.
The Committee considers this area to be signicant given the
volume of transactions and the fact that revenue is the most
material gure in the income statement. The Committee
discussed revenue recognition in detail, including the underlying
policies, processes and controls, to ensure that the approach
taken to accounting and disclosure remains appropriate.
Revenue recognition
Revenue is a prime area of audit focus, particularly the timing
of recognition in relation to the billing of subscription fees,
additional products and the accounting for any material
membership oers to customers.
As more fully described in Note 1 to the accounts, most of the
Groups revenue is derived from membership subscriptions
for core listing fees and advertising products on Rightmoves
platforms. Customers can tailor their packages. The Group
recognises this revenue over the period of the contract or
the point at which advertising products are used.
During the year, management performed data analytics
procedures on the amounts billed to the two largest
customer groups (Agency and New Homes). This included
investigating anomalies such as billing gaps and single bills
raised and reporting to the Committee in this regard. The
Committee discussed any anomalies with management
in relation to the data analytics work performed. The
Committee was satised with the explanations provided and
conclusions reached.
As part of the nancial statement audit, EY performs data
analytics work, using computer-assisted audit techniques
to identify any unexpected or unusual revenue postings,
particularly considering whether the opposite side of the
journal entry was as expected, based on the characteristics
of the journal. The results of this work were satisfactory and
were reported to the Committee.
Governance | Audit Committee report continued
Rightmove plc | Annual Report 2023 | 81
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Going concern and viability
The Committee also reviewed and considered Going
Concern and Viability statements in relation to the 2023
nancial statements.
Going concern and viability statements
In assessing the validity of the Viability and Going Concern
statements detailed on pages 64 and 65, the Committee
reviewed the work undertaken by management to assess
the Groups resilience to the Principal Risks set out on pages
60 to 63 under various stress test scenarios, including a
reverse stress test: the scenarios modelled were severe but
plausible and did not call into question the viability of the
business. The Committee concluded that the viability time-
period of three years remained appropriate.
The Committee were satised that sucient rigour was built
into the process to assess going concern and viability over
the designated periods.
Fair balanced and understandable
One of the key governance requirements is for the Annual
Report and the Financial Statements, taken as a whole, to
be fair, balanced and understandable, and to provide the
information necessary for stakeholders to assess the Group’s
position and performance, business model and strategy.
The Committee was provided with an early draft of the
Annual Report in order to assess the strategic direction and
key messages being communicated. Feedback was provided
by the Committee in advance of the February 2024 Board
meeting, highlighting any areas where the Committee
believed further clarity was required. The draft report was
then amended to incorporate this feedback prior to being
tabled at the Board meeting for nal comment and approval.
To help the Committee in forming its opinion, management
presented a fair, balanced and understandable paper to the
February 2024 Audit Committee, which identied the key
themes in the Annual Report and assessed whether each of
the governance requirements were met.
When forming its opinion, the Committee reected on the
information it had received and its discussions throughout
the year. It considered the key messages for 2023 and
whether these are appropriately and consistently disclosed
throughout the Annual Report, with equal prominence of
front half reporting and nancial statements; with no bias or
omissions; and with clear language within a structured
framework. In particular, the Committee considered:
Is the report fair?
Is the whole story presented and has any sensitive material
been omitted that should have been included?
Are key messages in the narrative aligned with the KPIs and
are they reected in the nancial reporting?
Are the KPIs being reported consistently from year to year?
Is the reporting on the business areas in the narrative
reporting consistent with the nancial reporting in the
nancial statements?
Is the report balanced?
Do you get the same messages when reading the front end
and back end of the Annual Report independently?
Are threats identied and appropriately highlighted?
Are the alternative performance measures explained
clearly with appropriate prominence?
Are the key judgements referred to in the narrative
reporting and signicant issues reported in this Committee
Report consistent with disclosures of key estimation
uncertainties and critical judgements set out in the
nancial statements?
How do these judgements compare with the risks that EY
are planning to include in their Auditor Report?
Is the report understandable?
Is there a clear and cohesive framework for the
Annual Report?
Are the important messages highlighted appropriately
throughout the Annual Report?
Is the Annual Report written in easily understandable
language and are the key messages clearly drawn out?
Is the Annual Report free of unnecessary clutter?
Conclusion
Following its review, the Committee is of the opinion that the
2023 Annual Report, taken as a whole, is fair, balanced and
understandable and provides the information necessary for
shareholders to assess the Group’s position, performance,
business model and strategy.
82 | Rightmove plc | Annual Report 2023
Governance | Audit Committee report continued
External Audit
Tenure and terms of engagement
The Committee has primary responsibility for overseeing the
quality and eectiveness of the external auditor, Ernst &
Young LLP (EY), who is engaged to conduct a statutory audit
and express an opinion on the nancial statements. The
Committee reviews the scope of EY’s audit, which includes
the review and testing of the systems of internal nancial
control used to produce the information contained in the
nancial statements.
The Committee approves the terms of engagement and
fees of the external auditor, ensuring it has appropriate
audit plans in place and that an appropriate relationship is
maintained between the Group and the external auditor.
The Committee approved the audit fees of £400,000 and
non-audit fees of £40,000 for the year, as set out in Note 5
of the nancial statements.
EY was appointed as auditor of the Group at the 2022 AGM,
following a formal tender process. They were reappointed at
the May 2023 AGM. The external audit engagement partner
is Anup Sodhi, who has held oce since May 2022.
Independence and non-audit services
The Board has policies in place in relation to the provision of
non-audit services by the external auditor, and the non-audit
fee policy was reviewed by the Committee during the year.
The non-audit fee policy ensures that the Group benets in
a cost-eective manner from the cumulative knowledge
and experience of its auditor, while also ensuring that the
auditor maintains the necessary degree of independence
and objectivity.
Non-audit services policy
Permitted non-audit services relate to Assurance-related
services directly related to the audit – for example, the
review of the half-year Financial Statements – and to
Permitted non-audit services; including, but not limited to,
accounting advice, work related to mergers, acquisitions,
disposals, joint ventures or circulars, sustainability audits
and reports required by regulators.
The half-year Review, an assurance-related non-audit
service, is approved as part of the Audit Committee
approval of the external audit plan, which takes place in
May of each year. Management is authorised to incur
additional fees for permitted non-audit services of up to
£15,000 in any nancial year, without any prior approval
from the Committee.
Thereafter, all additional fees are to be referred to the
Audit Committee in advance, subject to the cap of 70%
of the fees paid for the audit in the last three consecutive
nancial years.
Prohibited services policy
In line with the FRC ethical standards, these are services
where the auditor’s objectivity and independence may
be compromised. Prohibited services are detailed in the
FRC Revised Ethical Standards 2019 and include tax
services, accounting services, internal audit services
and valuation services.
The level of non-audit fees as a proportion of the audit fee
has typically been low at Rightmove. During the year,
EY charged the Group £40,000 for non-audit services,
representing 10% of the 2023 audit fee. Further details
of these services can be found in Note 5 to the nancial
statements.
External auditor eectiveness
The Committee places great importance on ensuring that
the external audit is both of high quality and eective. The
Committee considered the quality and eectiveness of the
external audit process in line with the FRC’s Practice Aid for
Audit Committees (updated 2019). The eectiveness of
the external audit process is dependent on several factors,
including the quality, continuity, experience and training of
audit personnel; understanding of the business model,
strategy and risks; technical knowledge and degree of rigour
applied in the review processes of the work undertaken;
communication of key accounting and audit judgements;
together with appropriate audit risk identication at the
start of the audit cycle.
The Committee also met with EY at various stages during
the 2023 audit process, several times without management
present, to discuss its remit and any issues arising from its
work as the auditor.
The Committee reviewed its evaluation of the eectiveness
of the external audit process with reference to the FRC’s
Minimum Standard issued in May 2023, which consolidated
guidance to Audit Committees in relation to oversight of the
external auditor. Audit Quality Indicators (AQIs) continued to
be used in a questionnaire to gather views and comments
from the Committee members and a targeted group of
management who have regular interactions with the external
auditor. Areas considered in the review included the quality of
the audit planning and leadership; the use of technology;
communication and reporting with the Committee and
management; and technical capability and experience of
the audit team. For the 2023 nancial year, the Committee
was satised that there had been appropriate focus and
challenge on the primary areas of audit risk and concluded
that the performance of EY remained ecient and eective.
Rightmove plc | Annual Report 2023 | 83
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
External auditor independence and objectivity
The Committee considered the safeguards in place to
protect the external auditor’s independence. EY reported to
the Committee that it had considered its independence in
relation to the audit and conrmed to the Committee that it
complies with UK regulatory and professional requirements
and that its objectivity is not compromised. The Committee
took this into account when considering the external
auditor’s independence and concluded that EY remained
independent and objective in relation to the audit.
Statement of Compliance with the Competition and
Markets Authority (CMA) Order
The Group conrms that it has complied with The Statutory
Audit Services for Large Companies Market Investigation
(Mandatory Use of Competitive Processes and Audit
Committee Responsibilities) Order 2014 (Article 7.1),
including with respect to the Committees responsibilities
for agreeing the audit scope and fees and authorising
non-audit services.
Internal Audit
The Groups Internal Audit function continued to be
outsourced to PwC during 2023: their aim being to provide
independent and objective assurance on the adequacy and
eectiveness of internal control, risk management and
governance processes. This includes assurance that
underlying nancial controls and processes are working
eectively, as well as specialist operational and compliance
reviews that focus on emerging risks in new and evolving
areas of the business.
During the year, the decision was taken to bring the internal
audit function inhouse and a new internal audit function will
be set up in March 2024. This decision reects the evolution
of the Group as a whole, the increasing complexity of the
environment within which it operates and the desire to
ensure an appropriate level of continuity in the ownership
and monitoring of risks and controls by senior management
throughout the year. This will strengthen the second line of
defence in the risk management model on page 58.
Activities during the year
The internal audit plan for 2023 was approved in advance by
the Audit Committee and covered a broad range of core
nancial and operational processes and controls, focusing
on specic risk areas. Specialist reviews were undertaken in
the following areas:
GDPR Compliance
FCA Compliance of Rightmove Financial Services
Readiness for corporate reform changes
Planning and design of controls for the new billing system
The Committee reviewed the reports provided by PwC that
set out the principal ndings of their reviews and agreed
management actions. The Committee also reviewed open
actions from previous reviews and monitored management’s
progress in completing these actions.
In addition, the Committee reviewed the separate report
prepared by Telstra regarding cyber security, specically in
relation to ISO 27001 gap analysis.
Approach to developing the 2024 internal audit plan
PwC, as the outsourced internal auditor, completed their
annual detailed review and update of the audit universe at
the end of 2023. The audit universe highlights the various
functional areas within Rightmove, the associated key
process areas, related principal or emerging risks and areas
in which internal audit work has been carried out already.
From this review and discussions with management PwC
recommended their view on the key areas of internal audit
focus for 2024 to the Audit Committee.
The internal audit plan for 2024 is in line with prior years, in
that it includes a combination of traditional internal audit
and compliance reviews – primarily with a nancial control or
regulatory focus which includes supplier due diligence and
business continuity and crisis management in 2024 – as well
as reviews with more of an advisory focus. The 2024 internal
audit plan also includes some elements of outsourced
assurance activities for areas of increased specialism such
as cyber security and FRC compliance, to supplement the
work of the new inhouse internal audit team. PwC will hand
over the plan to the new Head of Internal Audit during the
rst half of 2024 and assist with the transition to an inhouse
audit function.
Eectiveness of the internal audit process
The work of internal audit provides a key source of additional
assurance and support to management and the Audit
Committee regarding the eectiveness of internal controls,
as well as providing guidance and recommendations to
further enhance the internal control environment and
specialist insight into areas of change in the business.
At the end of the year, the Audit Committee undertook a
review of the eectiveness of PwC as the outsourced internal
audit function during 2023. The evaluation was led by the
Committee Chair and involved issuing tailored evaluation
questionnaires which were completed by Rightmove
management, EY, and the Committee. The evaluation
concluded that the function had a sound appreciation of the
key issues facing the business, was realistic and robust with
audit suggestions and added value to the business.
84 | Rightmove plc | Annual Report 2023
Risk management
During the year, the Group further developed its cyber attack
response and its third-party supplier due diligence
framework. These were both assessed by the Audit
Committee as it considered the nature and extent of the
Groups risk management framework. The Audit Committee
reviewed the work undertaken by the Risk Committee and
the Board to assess the Groups principal risks and
uncertainties, which included an assessment of each risk and
the related response, and progress made against any
actions. Further details on the Group’s approach to risk
management are set out in the risk management section of
the Strategic Report.
Internal controls
The Board has overall responsibility for the Groups system
of internal controls and has established a framework of
nancial and other controls which is periodically reviewed for
eectiveness in accordance with the FRC Guidance on Risk
Management, Internal Control and Related Financial and
Business Reporting (which integrates and replaces earlier
FRC guidance and the Turnbull Guidance).
The Board has taken, and will continue to take, appropriate
measures to ensure that the risk of nancial irregularities
occurring is reduced as far as reasonably possible by
improving the quality of information at all levels in the Group.
Any system of internal control is designed to manage rather
than eliminate the risk of failure to achieve business
objectives and can only provide reasonable, and not
absolute, assurance against material misstatement or loss.
The Groups management has established the procedures
necessary to ensure that there is an ongoing process for
identifying, evaluating and managing the principal risks to
the Group. These procedures are reviewed regularly and
have been in place for the whole of the nancial year ended
31 December 2023, and up to the date of the approval of
these nancial statements.
Rightmove’s internal audit function (fully outsourced to PwC
during 2023) provides the Group with additional independent
assurance on the eectiveness of internal controls.
The key elements of the system of internal control are:
Major commercial, strategic, competitive, nancial and
regulatory risks being formally identied, quantied and
assessed by senior management, after which they are
considered by the Board
A comprehensive system of planning, budgeting and
monitoring of Group results. This includes monthly
management reporting and monitoring of performance
against both budgets and forecasts, with explanations for
all signicant variances
An organisational structure with clearly dened lines of
responsibility and delegation of authority, and an embedded
culture of openness where business decisions and their
associated risks and benets are discussed and challenged
Clearly dened policies for capital expenditure and
investment exist, including appropriate authorisation
levels, with larger capital projects, acquisitions and
disposals requiring Board approval
Ongoing management of cash ow forecasts and cash on
deposit and, where appropriate, monitoring of compliance
with banking agreements
A Compliance Framework to support the Groups FCA-
regulated subsidiaries in meeting regulatory requirements;
A Data Protection Framework to ensure the Group is
meeting the requirements of the GDPR and Data
Protection Act 2018;
A Cyber Security plan which identies and categorises
cyber security threats and controls, which are regularly
reviewed by the Board and Audit Committee;
A Legal and Compliance function which has responsibility to
oversee legal, compliance, risk and data protection matters;
An Anti-Bribery Policy outlining the Groups position on
preventing and prohibiting bribery;
A Financial Crime Policy, outlining the Groups position on
the prevention of nancial crime;
A Whistleblowing Policy to encourage employees and
others who have serious concerns about any aspect of
the Groups conduct to come forward and voice those
concerns; and
A comprehensive disaster recovery and business
continuity plan based upon:
co-hosting of the Rightmove.co.uk website across three
separate locations, which is regularly tested and reviewed
the ability of the business to maintain business-critical
activities in the event of an incident
the capability for employees to work remotely in the
event of a loss of one of our premises, which is regularly
tested through planned oce closures
regular testing of the security of the IT systems and
platforms, regular backups of key data and ongoing threat
monitoring to protect against the risk of cyber-attack.
Through the procedures outlined above, the Board, with
advice from the Audit Committee, has considered all
signicant aspects of internal control for the year and up
to the date of this Annual Report. No signicant failings or
weaknesses were identied during this review. The control
environment is being further strengthened by the ongoing
implementation of the new nance ERP system, which will
extend into 2024 with the addition of the billing functionality
and procurement functionality.
Governance | Audit Committee report continued
Rightmove plc | Annual Report 2023 | 85
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Anti-bribery and whistleblowing
The Code includes a provision requiring the Committee to
review arrangements by which employees of the Group
may, in complete condence, raise concerns about possible
improprieties in relation to nancial reporting or other
matters. The Committee’s objective is to ensure that
arrangements are in place for the proportionate and
independent investigation of such matters and for the
appropriate follow-up action.
Rightmove is committed to the highest standards of quality,
honesty, openness and accountability. The Group has a
whistleblowing process, which enables employees of the
Group to raise genuine concerns on an entirely condential
basis, that includes a third-party ‘speak up’ facility provided
by Navex Global. The Committee receives reports on the
communication of the Whistleblowing Policy to the business
and on the use of the service which contains information on
any whistleblowing incidents and their outcomes.
The Board believes that it is important for the Group and
its employees to follow clear and transparent business
practices and to consistently apply high ethical standards in
all business dealings, thereby supporting the objectives of
the Bribery Act 2010. A Bribery Policy exists to set out what
is expected from employees and other stakeholders acting
on the Groups behalf, to ensure that they protect both
themselves and the Group’s reputation and assets. The
Committee reviews the Bribery Policy annually to ensure
it reects best practice. Employees are required to sign up
to Rightmoves Bribery Policy on appointment, and any
updates are communicated to all employees. Rightmove has
a zero-tolerance approach to bribery and any breach of the
Bribery Act is regarded as serious misconduct, justifying
immediate dismissal.
All corporate gifts and hospitality oered or received valued
at more than £100 are recorded in the Group’s gifts and
hospitality register. Prior approval is required for any gifts or
hospitality greater than £150, and the register is examined by
the Committee at least annually.
Nomination Committee report
86 | Rightmove plc | Annual Report 2023
Governance | Nomination Committee report
Dear Shareholder
I am pleased to present the report of the Nomination
Committee for 2023. The Committee supports the Board
and senior leadership team on composition, appointments,
diversity and succession planning. The successful delivery of
Rightmove’s business strategy and the promotion of a
culture based on Rightmoves values requires eective
leadership at Board and senior level.
One of the Committees main focuses this year was the
induction of Johan Svanstrom, who joined the Board of
Rightmove on 20 February 2023, and was appointed CEO
on 6 March 2023. The Committee also oversaw the search,
appointment and induction process for a new independent
Non-Executive Director, Kriti Sharma, who was appointed
as Director on 25 July 2023.
This year, the Board approved a Board Diversity, Equity, and
Inclusion Policy, setting out the Board’s support for and
advocacy of diversity and inclusion. The Committee has also
reviewed Rightmoves performance in diversity and inclusion
matters and its gender and ethnicity pay gap reporting.
The Committee has also considered the Board’s
competencies and skills to understand any potential areas
of expertise or knowledge required to support its succession
planning process. The Committee is mindful of Non-
Executive Directors that are approaching their nine-year
tenure limits in the next two to three years and will ensure
that any appointments to the Board fully support
Rightmove’s strategic objectives.
An internal performance review of the Board and its four
committees was also carried out during the year and the
results of that review are on page 90. An externally facilitated
Board performance review will take place during 2024.
I hope that you will nd that this report illustrates our rm
commitment to ensuring that the Board and its committees
have the right balance of skills, expertise, and diversity to
continue to support sustainable success for Rightmove.
Andrew Fisher
Chair of the Nomination Committee
Committee membership:
Committee responsibilities:
Reviews the Groups organisational structure and senior
level succession plans
Considers the diversity of the Board, committees and
senior management
Considers and formulates recommendations for the Board
in relation to its composition and balance
Identies and nominates for the approval of the Board,
appropriate individuals for Board and committee
appointments
• Oversees an orderly appointment and induction process
Reviews the directorships and other external appointments
held by Board members, taking account of demands on
each Director’s time
Approves the processes for Board performance reviews,
considers the results of those reviews, and formulates
actions to ensure continuous improvement.
The full Nomination Committee Terms of Reference can be
found at: plc.rightmove.co.uk
Andrew Fisher
Chair of the
Nomination
Committee
Jacqueline de Rojas
Amit Tiwari
Kriti Sharma
Andrew Findlay
Lorna
Tilbian
Rightmove plc | Annual Report 2023 | 87
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Nomination Committee composition and governance
The Committee has six members, all of whom are Non-Executive Directors, and a majority are independent. Details of the
Committees membership and attendance at the three meetings held in 2023 are set out in the Corporate Governance report.
The biographical details of each director can be found on page 70.
Nomination Committee activities in 2023
Meeting date On the Committee’s agenda Outcome For further information
28 February The report of the Nomination
Committee for 2022 (Annual
Report and Accounts 2022)
The Nomination Committee report for
2022 was reviewed and approved
Annual Report 2022
plc.rightmove.co.uk
22 September Gender and Diversity at
Rightmove
Board skills and
competencies review
Non-Executive Director
succession planning
2023 Internal Board
performance review format
and timeline
The Committee was satised that
Rightmove continued to make good
progress on diversity and inclusion at
Rightmove. Details of gender and ethnic
diversity and gender pay gap reports
are published in Rightmoves annual
reports and on its investor website.
Board skills and competencies were
assessed using a skills matrix to
establish where the Committee
needed to focus its search. The
review helped to inform discussion
on succession planning.
The internal Board performance review
was discussed, and it was agreed to
continue to use a questionnaire format
for the 2023 review.
For further details on diversity and
inclusion see the Social section of the
ESG Report
Gender Pay Gap Reports can be found
at plc.rightmove.co.uk
Details of Board skills and
competences can be found in the
Corporate Governance Report
4 December Results of 2023 internal
Board performance review
(including the review of the
Chair’s performance) and
objective setting
Parker Review submission
for 2023
Planning for the 2024
external Board performance
review
Committee Terms of
Reference annual review
The results of the 2023 internal Board
performance review were discussed and
objectives agreed to focus on in 2024.
The Parker Review submission for 2023
was submitted by the Secretary.
The Secretary arranged for an external
agency to assist with the 2024 review.
The Committee’s Terms of Reference
were reviewed and approved with no
amendments.
Corporate Governance report
Details of the Parker Review
can be found at
https://parkerreview.co.uk
Full details of the 2024 external Board
performance review will be published
in the 2024 Annual Report and
Accounts
The Committee’s full TOR can be
found at plc.rightmove.co.uk
88 | Rightmove plc | Annual Report 2023
Governance | Nomination Committee report continued
Committee responsibilities
Director search, selection, and
appointment process
The Committee overseas a formal and rigorous search,
selection and appointment process for Board and senior
management appointments. The process for Board
appointments is summarised in the chart below. The process
is designed to ensure that the search and appointment is
thorough, inclusive and focuses on personal attributes, skills
and experience that will complement and augment the
existing knowledge and expertise on the Board.
Any external search agencies used are scrutinised for their
ability to deliver a diverse range of candidates. In 2023,
Russell Reynolds Associates were engaged to assist with the
search for new Non-Executive Director Kriti Sharma. Russell
Reynolds are a signatory to the Voluntary Code of Conduct
for executive search rms and, other than the provision of
search services, do not have any other connection to the
Company or its Directors.
1: Review
Board skills and
competencies are
reviewed and the search
criteria are established.
External support is
engaged
2: Consider and
Identify
Preparation of role brief
and person specication.
Candidate long lists drawn
up and candidates are
approached to assess
interest and suitability
3: Assessment and
Interviews
Formal, multi-stage
interviews are held,
normally conducted by the
Chair and Chief People
Ocer with other Board
or senior management
personnel as appropriate
4: Recommendations
and Appointment
Feedback is discussed
and recommendations
are made to the Board,
ensuring that any conicts
or signicant time
committments have been
considered and authorised
as necessary
Rightmove Board search, selection and appointment process
Searching for and appointing a new
Non-Executive Director – Kriti Sharma
During 2023, the Committee led the search for a new
independent Non-Executive Director, following the
retirement of Rakhi Goss-Custard on 5 May 2023. Russell
Reynolds was engaged to assist with the search. Following
the Committees normal process (as outlined in the
diagram above), Kriti was appointed on 25 July 2023.
Kriti brought specialist technology, information and digital
skills and expertise to Rightmove and her induction
programme was tailored to include induction meetings
with Rightmove leaders in those business areas, including
the Chief Technology and Product Ocer and the
Chief Information Security Ocer.
Rightmove plc | Annual Report 2023 | 89
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Board diversity, composition and balance
The Committee reviews Board and committee composition,
including diversity and the balance of skills, knowledge, and
experience, whilst considering the longer-term leadership
and succession needs of the Group. Details of Board
composition, diversity and balance (including a skills and
expertise matrix) can be found in the Corporate Governance
report. During the year, the Board approved a Board
Diversity, Equity and Inclusion Policy; for further details
please turn to page 76.
The Committee is satised that, following the internally
facilitated Board performance review, the Board and its
committees continue to maintain an appropriate balance of
skills, knowledge and experience required to fulll their roles
eectively. Details of all external appointments held by
Directors can be found on page 70. These appointments are
acknowledged to enhance the expertise of our Board and
provide them with opportunities to learn, widen perspective
and further enhance skills. All external appointments are
subject to approval by the Board Chair, prior to being accepted.
Induction, Board training and development
New Directors joining the Board participate in a tailored
induction programme, created by the Company Secretary
and overseen by the Board Chair. This includes one-to-one
meetings with all members of the Board and Executive team
and an induction pack containing information about
Rightmove’s culture and values, Company policies,
procedures, constitution and governance arrangements,
investor information and the latest business strategy. Site
tours and introductions to colleagues are arranged at our
oce locations. Non-Executive Directors have open access
to our Executive Directors and the wider Group Leadership
Team and can also attend Rightmove briengs and employee
events. Board members have access to training and can seek
advice from independent professional advisers at the
Groups expense, where expertise or training is required to
enable them to perform their duties eectively. During the
year, the Board received technical briengs and business
updates from members of the Group Leadership Team and
senior leadership on key areas such as strategy, business
development, risks (including cyber risks), technology,
data protection and any legal or regulatory developments.
All Directors are required to complete mandatory training,
including information security and data protection, which is
a requirement for all Rightmove employees.
Board and senior management
succession planning
The Committee takes a long-term approach to Board and
senior management succession planning and continuously
assesses Rightmove’s needs in relation to the skills,
knowledge and expertise available at Board level to meet its
business objectives. The Committee also regularly considers
the pipeline of talent at Rightmove for future senior
leadership roles, ensuring that individuals are recognised for
their future potential and that their talent is nurtured and
encouraged with appropriate training programmes,
exposure to the Board environment, mentoring or coaching.
Emerging talent below senior leadership level is also
monitored to further grow the talent pipeline to ensure that
Rightmove has sustainability built into its succession plans.
0 1 2 3 4 5 6 7 8
Non-Executive Director tenure as at 31 December 2023
£930
5 yrs 11 mths
6 yrs 6 mths
7 yrs
4 yrs 6 mths
4 yrs
5 mths
Kriti Sharma
Andrew Fisher
Amit Tiwari
Lorna Tilbian
Andrew Findlay
Jacqueline de Rojas
Independence
The Board has determined that all Non-Executive Directors
are independent in character and judgement and have
enough capacity to meet their commitments to Rightmove,
including during periods when greater involvement may be
required of them. Directors have been able to meet all
Rightmove’s requirements during 2023, evidenced by their
attendance at and contributions to Board and committee
meetings and discussions, as set out in the Corporate
Governance section of this report.
90 | Rightmove plc | Annual Report 2023
Governance | Nomination Committee report continued
Board and committees performance review
In November 2023, an internal Board and committees
performance review was undertaken by the Company
Secretary, overseen by the Board Chair. The review was
completed by each Board member using an anonymous
questionnaire style format and an analysis of the results was
reviewed and discussed at the Nomination Committee
meeting held on 4 December 2023. Director tenure and
independence were also considered as part of that review.
No current director’s tenure exceeds nine years.
The SID, Jacqueline de Rojas, oversaw the review of the
Chair’s performance. Each director, except for the Chair,
was asked to complete and return a condential separate
questionnaire with opportunities for freestyle comments to
be made. The SID discussed feedback with individual Board
members where necessary and shared the feedback with the
Chair at a one-to-one meeting.
The performance review concluded that the Board, each
committee, and the Chair continue to perform well and that
each Non-Executive Director remains independent and
continues to make a signicant contribution to the Board. A set
of actions arising from the review feedback were discussed and
agreed by the Nomination Committee for 2024 as:
Board objectives for 2024
Objective 1
Continue to focus on emerging trends, opportunities
and threats including cyber risk, regulated business risk,
market disruption from competitors and responding
quickly to innovation
Objective 2
Continue to develop relationships between the Board
and GLT members
Objective 3
Continue to review senior leader succession planning
An externally facilitated review will take place during 2024.
Key focuses for the coming year
In addition to the regular cycle of business that the
Committee considers during the year, over the next 12
months the Committee will continue to focus on succession
planning for independent Non-Executive Directors and at
senior management level, further developing a strong
pipeline of talent, in line with our Board Diversity, Equity and
Inclusion Policy, to support Rightmove’s strategy. The
externally facilitated Board performance review will also be
a focus for the Committee and will require additional time
commitments from each Director to allow for in-depth
one-to-one interviews and a comprehensive 360 degree
analysis process.
Annual re-election of Directors
As required by the Code, unless stepping down at this year’s
AGM, each Director will oer themselves up for re-election
or election. The Committee considered, as part of the Board
performance review, each Director’s tenure, performance,
continuing contribution and other external commitments
to ensure that each member of the Board continues to
eectively and fully discharge their duties as a Director of,
and their responsibilities to, Rightmove plc.
Rightmove plc | Annual Report 2023 | 91
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Corporate Responsibility
Committee
Governance | Corporate Responsibility
Committee report
Dear Shareholder
I am pleased to present the report of the Corporate
Responsibility Committee for 2023. The Committee reviews
and approves Rightmoves ESG strategy, and monitors
performance against metrics, including environmental
targets and those relating to people, diversity and equity.
An important part of the Committee’s work is to monitor
workplace culture at Rightmove. We do this in several
ways – reviewing and discussing the results of twice-yearly
employee engagement surveys, via ‘in person’ engagement
with employees in small, informal groups and by receiving
formal reports and presentations from senior leadership.
We aim to nurture a truly inclusive culture at Rightmove and
you can read more about our culture on page 45 and about
diversity and inclusion on page 47.
This year, the Committee approved our ESG strategy for
2024-2026 with a new Environmental pillar, ‘Go Greener’,
which aims to harness the huge reach of the Rightmove
property portal to increase engagement on environmental
matters and to inspire Rightmoves own employees to
become involved in the route to net zero.
Our Social strategy aims to continue to drive inclusivity and
equity both at Rightmove and in the communities in which
we operate, through an inclusive workplace culture and
through focused charitable giving and a new volunteering
strategy. Rightmove is enabling its employees to give their
time to important causes by allowing them to take up to two
days every year to volunteer. Alongside this, Rightmove is
doubling its charitable funding over the next three years.
I hope that you will enjoy reading this report and learning
about the ways in which Rightmove exercises its corporate
responsibility.
Andrew Fisher
Chair of the Corporate Responsibility Committee
Committee responsibilities:
Reviews the Groups ESG strategy, policies, metrics and
performance to ensure continued alignment with its
commitments, Company culture, legislation and best practice
Considers workforce diversity and inclusion, as part of the
Social strategy and commitments
Considers gender pay information and reporting
Reviews the results of employee engagement programmes
and surveys
Receives reports from the Risk Committee on the management
of risks and the identication of opportunities associated
with ESG
Reviews and approves the ESG report for the Annual Report
and Accounts
The full Corporate Responsibility Committee Terms of Reference
can be found at: plc.rightmove.co.uk
Andrew Fisher
Chair of the Corporate
Responsibility
Committee
Committee membership:
Alison Dolan Jacqueline de Rojas
Lorna Tilbian
Johan Svanstrom
Amit Tiwari
Kriti Sharma
Andrew Findlay
92 | Rightmove plc | Annual Report 2023
Governance | Corporate Responsibility Committee report
Corporate Responsibility Committee composition and meetings in 2023
The Committee has eight members, with a majority of independent Non-Executive Directors. Details of the Committee’s
membership and attendance at the two meetings held in 2023 are set out in the Corporate Governance report.
The biographical details of each Director can be found on page 70.
Corporate Responsibility Committee activities in 2023
The Committee held two meetings in 2023.
Meeting date On the Committee’s agenda Outcome For further information
28 February The report of the Corporate
Responsibility Committee for 2022
(Annual Report and Accounts 2022)
The Sustainability report for 2022
(Annual Report and Accounts 2022)
SBTi submissions update
ESG ratings agencies update
Charitable corporate giving areas
of focus
The Corporate Responsibility
Committee report and
Sustainability report for the Annual
Report and Accounts 2022 were
reviewed and approved and
updates on SBTi targets and ESG
ratings agencies were noted. The
charitable giving areas of focus
were noted
Annual Report 2022 and
Sustainability report
plc.rightmove.co.uk
22 September ESG Strategy 2024-2026
including the new ‘Go Greener’
pillar and the approval of the
recruitment of a sustainability
ocer for the rst time at
Rightmove
Consideration of a new
Environmental Policy
ESG Dashboard, including
diversity and gender pay
ESG ratings agencies update
The ESG strategy and new
Environmental Policy was
approved.
The latest results on the ESG
Dashboard and ESG ratings
agencies update was noted
Annual Report 2023 and ESG pages
plc.rightmove.co.uk
Committee performance review
The Corporate Responsibility Committee reviewed its performance during 2023 as part of the Board and Committee internal
performance review, details of which can be found in the Nomination Committee report.
Rightmove plc | Annual Report 2023 | 93
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Key focuses for the coming year
In addition to the regular cycle of business that the Committee considers during the year, over the next 12 months the
Committee will continue to focus on ESG matters, receiving progress updates on targets and metrics. Approval has been
given for a new sustainability ocer position and the Committee will receive updates on that recruitment and induction
process. As part of the new ESG strategy 2024-2026, Rightmove will work with an external agency on a transition plan to
help identify how the Company can meet its near term and net zero targets.
For full details of our ESG strategy, including our ‘Go Greener’ pillar, please turn to the ESG section of this
report. See page 30.
Governance | Corporate governance report
Annual Statement by the Chair of the
Remuneration Committee
Dear Shareholder
I am pleased to present the Directors Remuneration Report
for Rightmove plc for the year ended 31 December 2023.
This report describes the work of the Committee during the
year and the ways in which it has applied the Remuneration
Policy (Policy) that was approved by shareholders at the
2023 Annual General Meeting (AGM). The ‘Remuneration
at a Glance’ section provides an overview of remuneration
at Rightmove in 2023 and the Annual Report on Remuneration
sets out in further detail the work of the Committee and
Rightmove’s remuneration arrangements. The complete
2023 Remuneration Policy can be found at
plc.rightmove.co.uk.
Changes to the Board and Executive leadership
in 2023
Johan Svanstrom joined Rightmove as an Executive Director
on 20 February 2023, succeeding Peter Brooks-Johnson as
CEO on 6 March 2023. On 5 May 2023, Rakhi Goss-Custard
stepped down as a Non-Executive Director, having served the
maximum three terms as a Director, and also stepped down as
a member of the Remuneration Committee. Non-Executive
Director Amit Tiwari was appointed to the Committee on the
same day.
2023 performance and stakeholder outcomes
The Committee has, as usual, considered the Executive
Directors’ remuneration in the light of outcomes for
Rightmove’s stakeholders and the Group’s nancial
performance. Rightmove has delivered another strong
performance in 2023, increasing revenue, operating prot
and basic earnings per share, whilst cash has continued to
be returned to shareholders through dividends and the
share buyback programme. For full details of our nancial
performance, please turn to page 20. The highlights in
stakeholder outcomes are:
Increasing underlying operating prot by 8%.
Direct shareholders returns of £130.0m through share
buybacks and £71.7m paid in dividends during 2023.
The 2023 full year ‘Have your Say’ employee engagement
survey showed that employee engagement levels remain
strong, with 88% agreeing that Rightmove is a great place
to work.
An annual Group pay review resulted in all employees
receiving a pay increase of 4%, eective from 1 January
2024. Targeted pay increases were applied on top of this,
taking into account market data, and the skillset and
experience of employees.
A review of the level of the Group employee pension scheme
has resulted in an increase in employer contribution from 6%
to 7% of salary, where the employee contribution is at least
4%, to be awarded eective from 1 January 2024.
Directors’ Remuneration report
Governance | Directors’ Remuneration report
Committee membership:
Remuneration Committee (Committee) responsibilities:
Makes recommendations to the Board on Rightmoves
Remuneration Policy and framework, and in relation to the
remuneration of the Chair, Executive Directors, and the
Group Leadership Team
Makes recommendations on the structure and level of
remuneration and benets below Board level and ensures
that the Board is kept aware of any potential business risks
arising from those arrangements
Ensures the eective recruitment, retention and fair
reward of directors and employees in line with the
Remuneration Policy
The remuneration and terms of appointment of the
Non-Executive Directors are determined by the Board
as a whole.
The full Remuneration Committee Terms of Reference
can be found at plc.rightmove.co.uk.
Lorna Tilbian
Chair of the
Remuneration
Committee
Jacqueline de Rojas Amit Tiwari
94 | Rightmove plc | Annual Report 2023
Rightmove plc | Annual Report 2023 | 95
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Rightmove’s customers have experienced increased levels
of customer service and enhanced products and services –
for full details of this and wider stakeholder considerations,
please turn to our Section 172 Statement.
2023 incentive outcomes
2023 Annual bonus
The Committee reviewed the nal performance against the
bonus plan objectives for 2023, which resulted in an annual
bonus payment of 79% of the maximum for Executive
Directors (being the maximum allocated as 40% to cash and
60% deferred into Rightmove shares). The bonus reects a
strong performance in underlying operating prot (60% of the
maximum award), trac share (average time spent on
property portals compared to time spent on Rightmove.com)
(15% of the maximum award), Rental Services business
(number of references delivered) (10% of the maximum
award) and Mortgages business (MiPs delivered) (10% of the
maximum award). Under the ESG metric, 88% of our
employees agreed that Rightmove is a great place to work.
Ordinarily, this would have resulted in some vesting under the
ESG element of the bonus. However, we did not meet one of
our ESG underpins around average hours per employee of
mandatory training by year-end, largely as a result of the
number of new joiners in the latter part of 2023. Therefore,
there is no payout under the ESG element of the bonus.
2021-2023 Performance Share Plan (PSP) Award
The 2021-2023 PSP award was based 50% on Relative Total
Shareholder Return (TSR) and 50% on Earnings Per Share (EPS).
Rightmove’s TSR over the three-year period was below the
TSR of the FTSE 350 Index and therefore there was no vesting
under this element. EPS growth over the three-year period was
in excess of 95% (the maximum target set) and therefore there
was full vesting under this element. Therefore, overall, 50% of
the PSP awards granted in 2021 will vest due to performance
and be subject to an additional two-year holding period.
The Committee reviewed the incentive outcomes in the
context of wider Group performance, the shareholder and
wider stakeholder experience (including our employees) and
considers that these incentive outcomes are a fair reection
of the Groups performance and therefore no discretion has
been applied.
Remuneration Policy: the business context and
our new strategy
The current remuneration policy was approved at the 2023
AGM with c.92% support from our shareholders. As part of
the Policy renewal, headroom was added to the incentive
plans, which increased Policy maximums from 175% to
200% of salary for both the bonus and PSP. At the time of
implementation, the Committee committed to consulting
with shareholders and reviewing the stretch in the
performance targets if the headroom was used during
the life cycle of the Policy.
It is the rst year of a new strategy that increases our drive for
medium and long-term growth, and for Rightmove’s impact
on the property market as a technology leader. This involves a
signicant investment in hiring and successfully onboarding
over 120 new heads; increasing the pace of delivery; and
working to create saleable products across Mortgages,
Commercial, Data, as well as a new package in Estate Agency
and all in the context of an ongoing competitive environment.
We set this out at our Investor Day on 27 November 2023,
where we announced ambitious long-term revenue and prot
targets, which are reected in the bonus targets for 2024 and
the three-year PSP targets for 2024-2026. For details of our
business strategy, please turn to page 9 in the strategic
report. Our measures and targets have been updated to
focus on the achievement of these goals:
1. Investing in our people: To support medium and long-term
growth and remain competitive, signicant investments in
hiring and onboarding new people will be required.
2. Absolute prot focus: Given increased focus on organic
investment and the associated margin reduction, we
propose that the prot target range be set around an
absolute prot number, rather than a prot growth target.
3. Remuneration alignment: Reecting our recently agreed
strategic priorities, Commercial Real Estate and Mortgages
are two key business areas that will be introduced into the
bonus to align Executives with the new strategy.
4. Increased focus on ESG: Maintaining the link between our
ESG strategy and Executive remuneration and reecting
our new Go Greener strategy and our wider ambition to
make a dierence on the green agenda, we are proposing
to add an explicit Environmental target, to sit alongside our
Employee Engagement target.
Investor engagement and approach for 2024
The Committee proposes to use some of the headroom in
the Policy maximum in 2024 for outperformance and is fully
committed to aligning shareholder and Company interests,
and to maintaining an open and transparent dialogue with
its shareholders on the pay of Executive Directors. In
December 2023, the Committee consulted with its largest
shareholders and welcomed their feedback and comments
on the proposed approach for the 2024 bonus and for the
PSP awards to be granted in 2024.
Bonus
We are proposing that the usual bonus award will remain as
175% of salary, in line with previous years, and targets will
be set in the usual manner. However, we are also proposing
to include an additional 10% of salary, which can only be
achieved for outperformance of the maximum target on
the operating prot element. This results in the eective
maximum for the bonus for our Executive Directors
96 | Rightmove plc | Annual Report 2023
Governance | Directors’ Remuneration report continued
becoming 185% of salary, but only for exceptional performance. This prot outperformance feature will also be appropriately
cascaded down through our bonus population.
The table below shows the proposed bonus measures for 2024. For 2024, we are proposing to introduce customer growth for
our Commercial Real Estate business as a bonus measure (10% weighting) to better align with our new strategic priorities.
Targets for the 2024 bonus are deemed to be commercially sensitive at present and, as such, will be disclosed retrospectively
in the 2024 annual report.
Performance measure
Proposed measures for 2024 bonus
Weighting of each
element (% of award)
Maximum
(% of salary)
Operating profit
60% (plus
outperformance
element)
105% of salary plus
10% of salary for
outperformance
Traffic share
15% 26.25% of salary
Customer growth –
Commercial Real Estate
10% 17.5% of salary
Revenue growth –
Mortgages business
10% 17.5% of salary
ESG – E&S targets
5% 8.75% of salary
Total
100% 185% of salary
Performance Share Plan
The PSP awards granted in 2023 were based 50% each on TSR and EPS. For 2024, we are proposing to reduce the EPS
weighting to 25% and to introduce a revenue element, weighted at 25%. Revenue will be used as a key measure of the
eectiveness of our management in implementing the new strategic growth agenda over the next three years.
For the PSP awards due to be granted in 2024 (performance period of 2024-2026) we are proposing that the usual award of
175% of salary be granted in line with previous years. However, we are also proposing to include an additional 5% of salary,
which can only be achieved for outperformance of the maximum target on the revenue element. This results in the eective
maximum for the PSP for our Executive Directors becoming 180% of salary, but only for exceptional performance. This revenue
outperformance feature will also be appropriately cascaded down through our PSP.
Employee engagement in 2023
We have engaged with employees in relation to their pay and benets at Rightmove, including how it aligns with the wider
Group pay policy. The views received by me from employees, at dedicated face-to-face meetings, were fed back to the
Committee and indicated that, in line with our ‘Have your Say’ surveys, employees continue to enjoy working at Rightmove
and that their rewards and benets are in line with expectations. The 4% Group pay increase and the increase in the level of
Group pension contribution from 6% to 7% of salary (where employees contribute at least 4%) has also been well received
(each with eect from 1 January 2024). It has also been announced that all employees will receive an additional two days of
annual leave, with eect from 1 January 2024, taking the annual leave allowance from 25 to 27 days per year. A new
volunteering initiative has also been introduced, whereby colleagues can take up to two days per year additional leave for
volunteering for good causes. Rightmove therefore continues to have a unique culture of ‘we’re all in it together’, which has
been further strengthened by the Group Leadership Team in 2023.
Members of the Committee will be available at the AGM to answer any questions you have about how Rightmove’s
Remuneration Policy continues to be applied.
Lorna Tilbian
Chair of the Remuneration Committee
29 February 2024
Rightmove plc | Annual Report 2023 | 97
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Governance | Remuneration at a glance
2023 Financial performance
Pay and performance for 2023
The charts below show the actual remuneration for the current Chief Executive Ocer and the Chief Financial Ocer for 2023.
The charts include data for salary, bonus and the LTIP (performance shares) granted in 2021, with a performance period ending on
31 December 2023. The charts exclude data for benets and pensions, details of which can be found in the single remuneration gure table.
Revenue
+10
%
Direct returns to shareholders
£
201.7m
Underlying Operating prot
(1)
+8
%
Chief Executive Ocer – Johan Svanstrom
0 500 1000 1500 2000 2500
£000
£518 £906
£518 £717
£518
Minimum
Actual
Maximum
Amounts shown in £’000
LTIPBonusSalary
£000
Minimum
Actual
Maximum
Amounts shown in £’000
LTIPBonusSalary
0 500 1000 1500 2000 2500
£450 £788
£788
£450 £624 £326
£450
Chief Financial Ocer – Alison Dolan
Long-term incentive plan performance – 50% of maximum
Underlying EPS
(6)
Total Shareholder Return
Underlying basic earnings per share
(EPS) increased by just over 95% over
three years, resulting in 100% of the
award vesting in respect of this element.
This element of the 2021 PSP
awards will lapse in full as relative
three-year TSR performance was
below the FTSE 350 index.
Pence per share
Source: Rightmove
Source: Re�nitiv Datastream
The graph shows underlying EPS
(6)
as at 31 December 2023 (25.2p),
compared to as at 31 December in the previous four years.
10.0
15.0
20.0
25.0
30.0
12.8
25.2
23.8
2019 2020 20232021 2022
Underlying basic EPS
(5)
20.3
Value £
Dec 2013 Dec 2015 Dec 2017 Dec 2019 Dec 2021 Dec 2023
Total shareholder return
Rightmove
FTSE 100
FTSE 350
Source: Re�nitiv Datastream
Value £
Dec 2019 Dec 2020 Dec 2021 Dec 2022
Rightmove
FTSE 100
FTSE 350
21.8
This graph shows the value by 31 December 2023, of £100 invested
in Rightmove on the 31 December 2013, compared with the value
of £100 invested in the FTSE 100 and the FTSE 350 indices on the
same date.
+68%
+136%
-67%
Value £
Dec 2019
Rightmove
FTSE 100
FTSE 350
Although lower than the FTSE 350 index over the performance period,
and therefore the TSR element lapsed in full, Rightmove’s TSR has
performed better than many of our sector peers over the same period.
40
60
80
100
120
140
Although lower than the FTSE 350 index over the performance period,
and therefore the TSR element lapsed in full, Rightmove’s TSR has
performed better than many of our sector peers over the same period.
+7%
+10%
-17%
40
60
80
100
120
140
50
100
150
200
250
300
350
Underlying EPS
Pence per share
Source: Rightmove
Source: Re�nitiv Datastream
The graph shows underlying EPS
(6)
as at 31 December 2023 (25.2p),
compared to as at 31 December in the previous four years.
10.0
15.0
20.0
25.0
30.0
12.8
25.2
23.8
2019 2020 20232021 2022
Underlying basic EPS
(5)
20.3
Value £
Dec 2013 Dec 2015 Dec 2017 Dec 2019 Dec 2021 Dec 2023
Total shareholder return
Rightmove
FTSE 100
FTSE 350
Source: Re�nitiv Datastream
Value £
Dec 2019 Dec 2020 Dec 2021 Dec 2022
Rightmove
FTSE 100
FTSE 350
21.8
This graph shows the value by 31 December 2023, of £100 invested
in Rightmove on the 31 December 2013, compared with the value
of £100 invested in the FTSE 100 and the FTSE 350 indices on the
same date.
+68%
+136%
-67%
Value £
Dec 2019
Rightmove
FTSE 100
FTSE 350
Although lower than the FTSE 350 index over the performance period,
and therefore the TSR element lapsed in full, Rightmove’s TSR has
performed better than many of our sector peers over the same period.
40
60
80
100
120
140
Although lower than the FTSE 350 index over the performance period,
and therefore the TSR element lapsed in full, Rightmove’s TSR has
performed better than many of our sector peers over the same period.
+7%
+10%
-17%
40
60
80
100
120
140
50
100
150
200
250
300
350
Total Shareholder Return
Shareholder alignment
Shareholding guidelines
Proportion of variable awards received
in shares
200% of salary for all
Executive Directors
79% of performance-related pay for
2023 was awarded in Rightmove shares
Annual bonus achievement – 79% of maximum
Performance Target Threshold Actual
Bonus %
achieved
Underlying operating prot
(1)
£250m £265m 50%
Market share of trac relative to our
nearest competitors
(2)
76% 86% 15%
Rental Services business
(3)
170,000
references
186,068
references
5%
Mortgages business
(4)
13,000
Mortgages
in Principle
19,611
9%
Employee survey respondents who
think ‘Rightmove is a great place to
work’
(5)
(underpinned by two additional
gateway’ metrics, ULEV car eet and
mandatory training)
87% 88% 0%
(1) Underlying operating profit is defined as operating profit before share-based payments
charges (including the related National Insurance).
(2) Time spent on Rightmove platforms, relative to our nearest competitors (Zoopla.co.uk
and PrimeLocation.com). Comscore MMX® Desktop only + Comscore Mobile Metrix®
Mobile Web & App, Total Audience, Custom-defined list of Rightmove Sites,
RIGHTMOVE.CO.UK, ZOOPLA.CO.UK, PRIMELOCATION.COM.
(3) Quantity of references delivered in the year.
(4) Delivery of Mortgages in Principle’ during Q4 2023.
(5) Based on employee respondents selecting ‘Yes’ in response to the question “is
Rightmove a great place to work” in the annual employee survey.
(6) Underlying basic earnings per share (EPS): is defined as underlying profit (profit for the
year before share-based payments charges including the related National Insurance
and appropriate tax adjustments), divided by the weighted average number of ordinary
shares in issue for the period.
98 | Rightmove plc | Annual Report 2023
Governance | Directors’ Remuneration report continued
Remuneration Policy
In formulating the Remuneration Policy approved by shareholders in 2023 (2023 Policy), the Committee considered the
following principles recommended in the Code:
Clarity – the Policy is designed to allow our remuneration arrangements to be structured in a way that clearly supports
the nancial objectives and the strategic priorities of the Group. The Committee remains committed to reporting on
Rightmove’s remuneration practices in a transparent, balanced and straightforward way.
Simplicity – the Policy consists of three main elements: xed pay (salary, benets and pension), an annual bonus award
and a long-term incentive award. The annual bonus award is based on a combination of our nancial and operational KPIs.
The vesting of 2023 LTIP awards is based on EPS growth and relative TSR performance.
Risk – the Policy is in line with Rightmove’s risk appetite. The Committee has the discretion to reduce variable pay
outcomes where these are not considered to represent overall Group performance or the shareholder experience.
Over half (60%) of bonus awards are deferred into shares, and vested shares under the LTIP must be retained for a further
two years, ensuring that Executive Directors are motivated to deliver longer-term sustainable performance.
Predictability – the Committee considers the impact of various performance outcomes on incentive levels when
determining overall executive pay levels.
Proportionality – a substantial portion of the package comprises performance-based reward, linked to the delivery of
strong Group performance and the achievement of key strategic objectives. The Committee will use its discretion where
required to ensure that performance outcomes are appropriate.
Alignment to culture – in determining executive remuneration policies and practices, the Committee considers the overall
remuneration framework for our wider workforce as part of its review, including employee engagement and satisfaction
levels, succession plans including diversity, to ensure executive remuneration is aligned to Rightmove’s culture.
Remuneration Policy and 2024 implementation
2023 Policy Implementation in 2024
Base salaries
Executive Directors’ salary increases will not normally exceed
those of the wider workforce.
Increases beyond wider workforce salary increases (in percentage
of salary terms) will only typically be made where there is a change
of incumbent, in responsibility, experience or a signicant increase
in the scale of the role and/or size, value and/or scope of the
Group.
Executive Directors will receive a 4% pay
rise in line with the wider workforce from
1 January 2024.
Pension
The approach to pension for Executive Directors is aligned to
that of the wider workforce and will therefore reect any
changes made to that group.
A cash alternative to a pension contribution may be introduced
where this is more tax ecient for the individual.
7% of salary pension contribution subject to
the employee contributing a minimum of 4%
of salary.
Annual bonus
Maximum headroom of 200% of salary, with 40% cash and 60%
deferred into Company shares for two years.
Maximum opportunity of 185% of salary.
Deferral in line with the Policy.
Performance measures based on underlying
operating prot (60% plus outperformance
element); share of trac, compared to all our
competitors (15%); customer growth generated
in Commercial Real Estate business (10%);
revenue generated by the Mortgages business
(10%); and a combined E&S based target (5%).
Performance
Share Plan
Maximum headroom of 200% of salary.
Two-year post-vesting holding period.
Award level of 180% of salary.
Performance measures based on EPS (25%);
Relative TSR (50%) and Revenue Growth (25%
plus outperformance element).
Malus and
Clawback
Malus and clawback provisions apply to annual bonus, DSBP
and PSP awards. Further detail is provided in the Policy.
n/a
Shareholding
Guidelines
200% of base salary. Guideline applies to all Executive Directors.
Post cessation
shareholding
requirements
A two-year post-employment holding period applied to share
awards granted from 2020, with 100% of the shareholding
requirement (or actual holding, if lower) retained for the rst
year, and 50% for the second year.
n/a
Rightmove plc | Annual Report 2023 | 99
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Remuneration report (unaudited) introduction
The Directors’ Remuneration Policy was approved by shareholders at the 2023 AGM. The Annual Report, as set out below, has
been prepared in accordance with the Companies Act 2006; the Large and Medium-sized Companies and Groups (Accounts
and Reports) 2008 (as amended); and The Companies (Miscellaneous Reporting) Regulations 2018; and the 2018 UK
Corporate Governance Code (the Code).
The parts of the Report which have been audited have been highlighted.
Key principles
The Remuneration Committees key principles are that Executive remuneration should:
attract and retain Executive Directors of the quality required to run the Group successfully and be regarded as fair by both
employees and shareholders;
be simple to explain, understand and administer;
be aligned to Company purpose and values and take into account the remuneration policies and practices of the wider
employee population;
align the interests of the Executive Directors with the interests of shareholders and reect the dynamic, performance-
driven culture of the Group;
support the strategy and promote long-term sustainable success and reward individuals for the overall success of the
business, measuring and incentivising Executive Directors against key short and long-term goals; and
prevent Executive Directors from benetting from short-term successes, which may not be consistent with growing the
overall value of the business, through the deferral of 60% of annual bonuses for a further two years after the performance
targets have been achieved, the ve-year time horizon (three-year performance period and two-year holding period) under
the PSP, and the post-employment shareholding requirements.
Annual Report on Remuneration
Please turn to page 94 for details of the Committee’s purpose and Terms of Reference.
Membership
The following independent Non-Executive Directors were members of the Committee during 2023:
Lorna Tilbian (Chair of the Committee)
Jacqueline de Rojas
Rakhi Goss-Custard (stepped down from the Committee and the Board at the AGM on 5 May 2023)
Amit Tiwari (appointed to the Committee on 5 May 2023)
The Committee held six scheduled meetings in 2023 and attendance at meetings is shown in the Corporate Governance
Report. The Committee meets as necessary, but normally at least ve times a year. The quorum for meetings of the
Committee is two members and the Company Secretary acts as Secretary to the Committee.
Only members of the Committee have the right to attend Committee meetings. The Committee Chair has invited the Chair
of the Board to attend meetings except during discussions relating to his own remuneration. The Executive Directors are also
invited to meetings when the Committee is considering their recommendations on the remuneration of the Group
Leadership Team. No Executive Director is involved in deciding their own remuneration.
100 | Rightmove plc | Annual Report 2023
External advisors
Deloitte LLP (Deloitte) is the Committee’s remuneration advisor. Deloitte is a founding member of the Remuneration
Consultants Group and adheres to its code in relation to executive remuneration consulting.
In 2023, the Company paid fees of £67,925 to Deloitte in respect of work and advice which was of material assistance to
the Committee. The Committee keeps its relationship with external advisors under review and is satised that there are
no conicts of interest. Aside from other remuneration-related support provided in their role as advisors, that was not
considered to be of material assistance to the Committee (e.g. provision of accounting fair values for Rightmove share
awards), Deloitte did not provide any other services to the Company during the year.
What has the Committee done during the year?
The Committees work in 2023 included:
Pay and incentive plan reviews
- annual review and approval of Executive Directors’ base salaries and benets;
- annual review of Group pay;
- review of 2023 business performance against relevant performance targets to determine annual bonus payments and
vesting of long-term incentives;
- review and approval of appropriate benchmarks and performance measures for the annual performance-related bonus,
DSBP awards and 2024 PSP awards to ensure measures are aligned with strategy and that targets are achievable and
appropriately stretching;
- approval of share awards, granted in March 2023 under the DSBP and the PSP;
- ongoing monitoring of remuneration for the Senior Leadership Team;
- approval of our leadership arrangements relating to share awards for members of the Group Leadership team; and
- Investor consultation.
Governance and strategy
- review of the 2023 AGM voting and feedback from institutional investors;
- review and approval of the Directors’ Remuneration Report;
- evaluation of the Committees performance during the year; and
- review of the Committees terms of reference.
Governance | Directors’ Remuneration report continued
Rightmove plc | Annual Report 2023 | 101
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Annual Report on Remuneration
Directors’ remuneration
This section of the report sets out how the 2023 Policy was applied in 2023, along with changes in Directors’ share interests
during 2023. Information that is audited is clearly indicated.
Directors’ Single Figure Remuneration Tables (audited)
The remuneration of the Directors of the Company during 2023 for time served as a Director is as follows:
Fixed Pay Performance-related pay
Salary/fee
£
Benets
(1)
£
Pension
(2)
£
Fixed pay
subtotal
£
Annual
bonus
(3)
£
Long-term
incentives
(4)
£
Variable pay
subtotal
£
Total
remuneration
in 2023
£
Executive Directors
Johan Svanstrom
(5)
517,500 1,457 24,000 542,957 717,269 717,269 1,260,226
Peter Brooks-Johnson
(6)
100,758 817 101,575 334,339 334,339 435,914
Alison Dolan 450,000 1,236 27,000 478,236 623,712 325,602 949,314 1,427,550
Non-Executive Directors
(7)
Andrew Fisher 275,000 275,000 275,000
Jacqueline de Rojas 77,600 77,600 77,600
Rakhi Goss-Custard
(8)
22,844 22,844 22,844
Kriti Sharma
(9)
28,373 28,373 28,373
Andrew Findlay 80,605 80,605 80,605
Lorna Tilbian 80,605 80,605 80,605
Amit Tiwari 65,000 65,000 65,000
(1) Benefits in kind for the Executive Directors relate to private medical insurance and the medical cash plan.
(2) Johan Svanstrom and Alison Dolan participated in the Rightmove pension scheme on the same terms as all employees.
(3) The annual bonus amount relates to the accrued payment in respect of the full-year results for the year ended 31 December 2023 including the deferred element
(60% of the annual bonus is deferred in shares with a two-year vesting period).
(4) The value of the long-term incentives includes nil cost PSPs where vesting is calculated by taking the number of nil cost options expected to vest on 3 March 2024
(including dividend roll-up), which are subject to the three-year performance period, ending on 31 December 2023, multiplied by the average share price for the
three months ending 31 December 2023 of £5.33. No amount of the PSP value disclosed in the single figure table above is attributable to share price appreciation.
(5) Johan Svanstrom was appointed as an Executive Director on 20 February 2023.
(6) Pay for the period to 6 March 2023.
(7) The basic fee for all Non-Executive Directors (excluding the Chair) in 2023 was £65,000, Committee Chairs (excluding Nomination Committee) received an additional
fee of £15,605, and the Senior Independent Director received an additional fee of £12,600. The Chair’s fee was £275,000.
(8) Fee for the period to 5 May 2023.
(9) Fee for the period from 25 July 2023.
102 | Rightmove plc | Annual Report 2023
Governance | Directors’ Remuneration report continued
The remuneration of the Directors of the Company during 2022 (audited) was:
Fixed Pay Performance-related pay
Salary/fee
£
Benets
(1)
£
Pension
(2)
£
Fixed pay
subtotal
£
Annual
bonus
(3)
£
Long-term
incentives
(4)
£
Variable pay
subtotal
£
Total
remuneration
in 2022
£
Executive Directors
Peter Brooks-Johnson 531,196 2,106 533,302 661,872 220,564 879,814 1,415,738
Alison Dolan 405,717 1,297 24,343 431,357 505,525 121,491 625,458 1,058,373
Non-Executive Directors
(5)
Andrew Fisher 208,060 208,060 208,060
Jacqueline de Rojas 67,516 67,516 67,516
Rakhi Goss-Custard 57,217 57,217 57,217
Andrew Findlay 72,821 72,821 72,821
Lorna Tilbian 72,821 72,821 72,821
Amit Tiwari 57,217 57,217 57,217
(1) Benefits in kind for the Executive Directors relate to private medical insurance and the medical cash plan.
(2) Alison Dolan participated in the Rightmove pension scheme on the same terms as all employees.
(3) The annual bonus amount relates to the accrued payment in respect of the full-year results for the year ended 31 December 2021 including the deferred element
(60% of the annual bonus is deferred in shares with a two-year vesting period).
(4) The value of the long-term incentives has been restated for vested awards and includes:
nil cost PSPs where vesting is calculated by taking the number of nil cost options which vested on 17 September 2023 (including dividend roll-up), which are subject
to the three-year performance period, ending on 31 December 2022, multiplied by the vesting date closing share price of £5.54.
0% of the PSP value disclosed in the single figure table is attributable to share price appreciation.
(5) The basic fee for all Non-Executive Directors (excluding the Chair) in 2022 was £57,217, Committee Chairs (excluding Nomination Committee) received an additional
fee of £15,600, and the Senior Independent Director received an additional fee of £10,300. The Chair’s fee was £208,060.
Dened contribution pension
During 2023, the Group operated a stakeholder pension plan for employees under which Rightmove contributed 6% of
base salary, subject to the employee contributing a minimum of 3% of base salary. Johan Svanstrom and Alison Dolan are
members of the Group pension plan on the same basis as all employees. The Company does not contribute to any personal
pension arrangements.
External appointments
With the approval of the Board in each case, Executive Directors may accept one external appointment as a Non-Executive
Director of another listed or similar company and retain any fees received.
Peter Brooks-Johnson was a Non-Executive Director of Adevinta ASA, the international online classieds operation,
which is listed on the Oslo Børs. Peter received a director’s fee of 253,500 Norwegian Krone from Adevinta for the period
1 January 2023 to 6 March 2023 when he stepped down from the Board (2022: 994,500 Norwegian Krone).
Alison Dolan was appointed as a Non-Executive Director of Pearson plc, a multinational publishing and education company,
on 1 June 2023 and received a Director’s fee of £47,083 for the period from 1 June to 31 December 2023 (2022: nil).
Rightmove plc | Annual Report 2023 | 103
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
How was pay linked to performance in 2023?
Annual bonus plan
The annual bonus for the nancial year ended 31 December 2023 was in the form of a cash bonus of up to 70% of salary and
a DSBP bonus of up to 105% of salary (i.e. 175% in total awarded under the 2023 Policy). The bonus, both cash and DSBP
elements, was determined by a mixture of operating prot performance (60%) and key performance indicators (40%)
relating to underlying drivers of long-term revenue growth.
When comparing performance against the 2023 bonus targets set, the Committee determined that 79% of the maximum
achievable cash and DSBP bonus should be paid to the Executive Directors in March 2024. Accordingly, a cash bonus of 55%
of base salary (out of a maximum of 70%) will be paid to the executives and 83% of base salary (out of a maximum of 105%)
will be granted to the Executive Directors under the DSBP, which will be deferred until March 2026.
Details of the achievement of bonus targets are provided in the following table:
Measure Target
As a % of
maximum bonus
opportunity Actual performance achieved
Resulting
bonus
% achieved
Financial targets
Underlying operating
prot
(1)
2023 underlying operating prot:
• £250m: 10% payout
• £268m: 100% payout
60% Underlying operating prot
achieved: £264.6m
50%
Strategic targets
Trac market share
(2)
Rightmove’s trac market share,
compared to all other property portals
(measured as time on site by Comscore):
• 76%: 25% payout
• 81%: 100% payout
15% Rightmove’s trac market share
compared to all other property
portals in 2023 was 86%
15%
Rental Services
Delivery of tenant references:
• 170,000 references: 25% payout
• 220,000 references: 100% payout
10% The Rental Services business
delivered 186,068 references
in 2023
5%
Mortgages business
Delivery of Mortgages in Principle (MiP):
• 13,000 MiPs: 25%
• 20,000 MiPs : 100%
10% The Mortgage business delivered
19,611 MiPs in Q4 2023
9%
Employee
engagement
(3)
underpinned by two
additional ‘gateway’
metrics, ULEV car eet
and mandatory training
Percentage of respondents to the
employee survey who say ‘Rightmove is
a great place to work’:
1. 87%: 25% payout
2. 95%: 100% payout
5%
88% of respondents agree
‘Rightmove is a great place to work
0%
Total
100% 79%
(1) Underlying operating profit is defined as operating profit before share-based payments charges (including the related National Insurance).
(2) Time spent on Rightmove platforms, relative to our nearest competitors (Zoopla.co.uk and PrimeLocation.com). Comscore MMX® Desktop only + Comscore Mobile
Metrix® Mobile Web & App, Total Audience, Custom-defined list of Rightmove Sites, RIGHTMOVE.CO.UK, ZOOPLA.CO.UK, PRIMELOCATION.COM.
(3) Under the ESG metric, 88% of our employees agreed that Rightmove is a great place to work. Ordinarily, this would have resulted in some vesting under the ESG
element of the bonus. However, we did not meet one of our ESG underpins around average hours per employee of mandatory training by year-end, largely as a result
of the number of new joiners in the latter part of 2023. Therefore, there is no payout under the ESG element of the bonus.
104 | Rightmove plc | Annual Report 2023
Governance | Directors’ Remuneration report continued
Long-term incentives vesting during the year
The PSP awards granted to Peter Brooks-Johnson and Alison
Dolan in March 2021 were subject to underlying EPS
(1)
(50%
of the awards) and relative TSR (50% of the awards)
performance conditions that related to the three-year period
ended 31 December 2023. The vesting schedule for the
relative TSR element of the 2021 PSP awards is set out below:
Relative TSR condition
% of award vesting
(maximum 50%)
Less than the Index 0%
Equal to the Index 12.5%
25% higher than the Index 50%
Intermediate performance Straight-line vesting
At the end of the performance period, Rightmove’s TSR
was -8% compared to 29% for the FTSE 350 Index. This
performance is below the Index and therefore this part of
the PSP award will lapse in full.
Rightmove’s underlying EPS growth is measured over a
period of three nancial years (2021 to 2023); the vesting
schedule is set out below:
Underlying EPS
(1)
growth
from 2021 to 2023
% of award vesting
(maximum 50%)
Less than 87% 0%
87% 12.5%
95% 50%
Between 87% and 95% Straight-line vesting
(1) Underlying basic earnings per share is defined as underlying profit (profit for the
year before share-based payments charges including the related National
Insurance and appropriate tax adjustments), divided by the weighted average
number of ordinary shares in issue for the period.
At the end of the performance period, underlying EPS was
25.2p which is 95% higher than underlying EPS of 12.9p for
the base year 2020. Therefore, 50% of the award will vest on
3 March 2024 and will be exercisable following a two-year
holding period, on 3 March 2026.
Share awards granted during the year (audited)
On 10 March 2023 Johan Svanstrom and Alison Dolan were
awarded shares under the PSP, which vest in March 2026 and
are exercisable from March 2028. The awards are subject to a
mixture of EPS (50% of the awards) and TSR relative to the
FTSE 350 Index (50% of the awards).
Executive Director
Basis of
grant
Number of
shares
Face value
of award
(1)
Johan Svanstrom 175% of
base salary
186,170 £1,050,000
Alison Dolan 175% of
base salary
139,628 £787,500
(1) Based on the average mid-market share price for the three consecutive days
prior to grant, taken from the Daily Official List, of £5.64.
The vesting schedule for the relative TSR element of
Executive Directors’ 2023 PSP awards is set out below. It is
consistent with the TSR condition used for previous grants
under the share option plan and will be assessed against the
FTSE 350 Index. Performance will be measured over three
nancial years.
Relative TSR condition
% of award vesting
(maximum 50%)
Less than the Index 0%
Equal to the Index 12.5%
25% higher than the Index 50%
Intermediate performance Straight-line vesting
Rightmove’s EPS growth will be measured over a period of
three nancial years (2023-2025). The EPS gure used will be
equivalent to the Groups underlying EPS.
(1)
The following vesting schedule will apply for Executive
Directors’ awards granted in 2023:
Underlying EPS
(1)
growth from
2023 to 2025
% of award vesting
(maximum 50%)
Less than 24% 0%
24% 12.5%
31% 50%
Between 24% and 31% Straight-line vesting
(1) Underlying basic earnings per share is defined as underlying profit (profit for the
year before share-based payments charges, including the related National
Insurance and appropriate tax adjustments), divided by the weighted average
number of ordinary shares in issue for the period.
The benchmark underlying EPS for the nancial year 2022
from which these targets will be measured is 23.8p.
Rightmove plc | Annual Report 2023 | 105
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Share-based incentives held by the Executive Directors and not exercised as at 31 December 2023
(audited)
Date granted
Share–based
incentives held
1 January 2023
Granted/dividend
roll–up
Exercise price
Exercised
Average share price
at date of exercise
Lapsed
Share–based
incentives held at
31 December 2023
Vesting date
Expiry date
Executive Directors
Johan Svanstrom
10/03/2023
(PSP)
186,170
(1)
£0.00 186,170 10/03/2026 10/03/2030
01/10/2023
(Sharesave)
4,140
(2)
£4.48 4,140 01/11/2026 30/04/2027
21/11/2023
(SIP)
600 £0.00 600 21/12/2026
Total 190,910 190,910
Date granted
Share–based
incentives held
1 January 2023
Granted/dividend
roll–up
Exercise price
Exercised
Average share price
at date of exercise
Lapsed
(3)
Share–based
incentives held at
6 March 2023
Vesting date
Expiry date
Peter Brooks–Johnson
(4)
06/03/2019
(PSP)
52,436 £0.00 52,436 06/03/2022 05/03/2024
17/09/2020
(PSP)
143,034 £0.00 143,034 17/09/2023 17/09/2027
30/09/2020
(Sharesave)
1,754 £5.13 1,754 01/11/2023 30/04/2024
03/03/2021
(PSP)
153,062 £0.00 153,062 03/03/2024 03/03/2028
03/03/2021
(DSBP)
16,989 £0.00 16,989 03/03/2023 03/03/2024
02/03/2022
(PSP)
136,689 £0.00 136,689 02/03/2025 03/03/2029
02/03/2022
(DSBP)
68,891 £0.00 68,891 02/03/2024 02/03/2025
Total 572,855 572,855
106 | Rightmove plc | Annual Report 2023
Governance | Directors’ Remuneration report continued
Share-based incentives held by the Executive Directors and not exercised as at 31 December 2023
(audited) continued
Date granted
Share–based
incentives held
1 January 2023
Granted/dividend
roll–up
Exercise price
Exercised
Average share price
at date of exercise
Lapsed
Share–based
incentives held at
31 December 2023
Vesting date
Expiry date
Alison Dolan
17/09/2020
(PSP)
84,970 601 £0.00 63,897 21,674 17/09/2023 17/09/2027
30/09/2020
(Sharesave)
3,508 £5.13 3,508 01/11/2023 30/04/2024
03/03/2021
(PSP)
116,906 £0.00 116,906 03/03/2024 03/03/2028
03/03/2021
(DSBP)
4,192
(5)
£0.00 4,192 £5.59 03/03/2023 03/03/2024
02/03/2022
(PSP)
104,400 £0.00 104,400 02/03/2025 02/03/2029
02/03/2022
(DSBP)
52,618 £0.00 52,618 02/03/2024 02/03/2025
21/12/2022
(SIP)
500 £0.00 500 21/12/2025
10/03/2023
(PSP)
139,628
(1)
£0.00 139,628 10/03/2026 10/03/2030
10/03/2023
(DSBP)
53,779
(6)
£0.00 53,779 10/03/2025 10/03/2026
21/11/2023
(SIP)
600 £0.00 600 21/12/2026
Total 367,094 194,608 4,192 63,897 493,613
(1) On 10 March 2023 the Executive Directors were awarded nil cost performance shares under the PSP, which vest in March 2026 and are exercisable from March 2028.
The average mid-market share price for the three consecutive preceding days, used to calculate the number of shares awarded, was £5.64.
(2) On 29 September 2023, Johan Svanstrom was granted a Sharesave option over 4,140 shares at an exercise price of £4.48. The options will be exercisable from
1 November 2026.
(3) As a result of leaving Rightmove in May 2023, Peter Brooks-Johnson forfeited a pro-rated number of options on the PSP schemes as follows: 2021 PSP 33,019 options
(resulting in retained options of 120,043), 2022 PSP 75,148 options (resulting in retained options of 61,541).
(4) The table relating to Peter Brooks-Johnson is as at 6 March 2023, the date that Peter stepped down from the Board.
(5) The deferred shares granted under the DSBP on 3 March 2021 vested in March 2023. Alison Dolan exercised the nil cost option over 4,192 shares on 6 December 2023
and sold 2,012 shares at an average market price of £5.59 to cover the resulting tax liability and retained the balance of 2,180 shares.
(6) On 10 March 2023 Alison Dolan was awarded nil cost deferred shares under the DSBP, which vest in March 2025. The average mid-market price for the three consecutive
preceding days, used to calculate the number of shares awarded, was £5.64.
Dilution (audited)
All existing Executive share-based incentives can be satised from shares held in the Rightmove Employees’ Share Trust
(EBT) and shares held in treasury. It is intended that the 2024 share-based incentive awards will also be settled from shares
currently held in the EBT or from shares held in treasury without any requirement to issue further shares.
During 2023, Treasury shares were used to satisfy DSBP and PSP exercises of 476,025 shares, representing 0.06% of the
issued share capital (less Treasury shares) as at 31 December 2023.
Rightmove plc | Annual Report 2023 | 107
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Directors’ interests in shares (audited)
The benecial and family interests of each person who served as a Director during 2023 in the share capital of the Company
were as follows:
Interests in ordinary shares of 0.1p Interests in share-based incentives
At
31 December 2023
(1)
At
1 January 2023
PSP & DSBP
awards
(unvested)
PSP & DSBP
Awards
(vested but
unexercised)
SAYE awards
(vested but
unexercised)
Options
(unvested)
Share
Incentive
Plan
Executive Directors
Peter Brooks-Johnson
(1)
2,017,302 2,017,302 501,676 69,425 1,754
Johan Svanstrom 10,000 186,170 4,140 600
Alison Dolan 2,180 467,331 21,674 3,508 1,100
Non–Executive Directors
Andrew Fisher 20,000 20,000
Jacqueline de Rojas 1,880 1,880
Rakhi Goss-Custard
(2)
5,440 5,440
Andrew Findlay
Lorna Tilbian
Kriti Sharma
Amit Tiwari
Total 2,056,802 2,044,622 1,155,177 91,099 3,508 5,894 1,700
(1) Peter Brooks-Johnsons interest in shares is shown as 6 March 2023 being the date that he stepped down from the Board.
(2) Rakhi Goss-Custard’s interest in shares is shown as at 5 May 2023 being the date she stepped down from the Board.
- The Company’s shares in issue (including 11,709,197 shares held in treasury) as at 31 December 2023 was 813,449,619
ordinary shares of 0.1p each (2022: 837,401,085 ordinary shares of 0.1p each).
- The closing share price of the Company was £5.76 as at 31 December 2023. The lowest and highest share prices during the
year were £4.63 and £6.15 respectively.
- The Executive Directors are regarded as being interested, for the purposes of the Act, in 1,029,919 ordinary shares of 0.1p
each (2022: 1,375,963 ordinary shares of 0.1p each) in the Company held by the EBT at 31 December 2023 as they are,
together with other employees, potential beneciaries of the EBT.
- The Directors’ benecial holdings represented 0.26% of the Company’s shares in issue as at 31 December 2023
(2022: 0.24%), excluding shares held in treasury.
- There have been no changes to the share interests of continuing Directors between the year-end and the date of this report.
108 | Rightmove plc | Annual Report 2023
Share ownership guidelines (audited)
Executive Director share ownership guidelines are set out in the Remuneration Policy on the Company’s website.
The interests of the Executive Directors in oce at 31 December 2023 in the share capital of the Company as a percentage
of base salary were as follows:
Base salary
1 January 2024
Number of
shares held
benecially at
31 December 2023
Number of
vested,
unexercised
share awards
Value of
shares at
31 December 2023
(1)
Value of
shares as a %
of base salary
Guideline met
(200% of salary)
Executive Directors
Peter Brooks-Johnson
(2)
£531,196 2,017,302 69,425 £11,831,376 2227% Yes
Johan Svanstrom £624,000 10,000 - £59,459 10% No
(3)
Alison Dolan £468,000 2,180 25,182 £874,618 187% No
(3)
(1) Based on the closing share price on 31 December 2023: £5.76 per share; multiplied by the number of beneficially owned shares plus vested share awards and shares
under awards no longer subject to performance on a net of tax basis.
(2) Peter Brooks-Johnson’s share ownership and salary is shown as 6 March 2023 being the date that he stepped down from the Board.
(3) Executive Directors are required to retain at least half of any share awards vesting or exercised (after selling sufficient shares to meet the exercise price and to pay any
tax liabilities due) until they have met the shareholding guideline.
Payments to past Directors and payments for loss of oce
There were no payments to past Directors for loss of oce during 2023.
Details of outstanding share awards for Peter Brooks-Johnson, our former Chief Executive ocer who stepped down from
the Board on 6 March 2023 (and left the Company on 9 May 2023) are detailed below. Outstanding awards will vest in line with
performance conditions for the PSP and the normal vesting dates for DSBP and PSP awards.
Rightmove Performance Share Plan (PSP)
Unvested PSP awards were pro-rated for time elapsed from the date of grant to 9 May 2023 and vest on the original vesting
dates. The 2019 PSP award, which was prorated for 25% performance, vested in 2022 and was exercised at a market value of
£5.75. The 2020 PSP award, which was prorated for 28.4% performance, vested in September 2023 and was exercised at a
market value of £5.82.
Details of all awards are set out in the table below.
Award Date
Performance
Period
Normal
Vesting Date
Award
(number of shares)
Pro-rated award
(number of shares)
6 March 2019 1 January 2019 to
31 December 2021
6 March 2022 204,746 52,436
(1)
17 September 2020 1 January 2020 to
31 December 2022
17 September 2023
(2)
143,034 36,169
(2)
3 March 2021 1 January 2021 to
31 December 2023
3 March 2024 153,062 120,043
2 March 2022 1 January 2022 to
31 December 2024
2 March 2025 136,689 61,541
All awards are subject to EPS and TSR performance conditions on vesting before dividend roll-up is applied.
(1) Pro-rated by 25% for performance including 1,250 shares for dividend roll up and exercised at a market value of £5.75.
(2) Pro-rated for time served and by 24.8% for performance conditions on vesting before dividend roll up was applied. Exercised on 10 October 2023 at a market value of
£5.82. Peter sold sufficient shares for the purposes of covering tax and NI liabilities and has retained the residual shares, as permitted under the Plan Rules. At the time
of exercise, Peter retained a shareholding which significantly exceeded the post-employment shareholding guidelines.
Governance | Directors’ Remuneration report continued
Rightmove plc | Annual Report 2023 | 109
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Rightmove Deferred Share Bonus Plan (DSBP)
DSBP awards granted in respect of prior years’ performance will vest or have vested in full on the original vesting dates.
Award Date Performance Period Normal Vesting Date Award (number of shares)
3 March 2021
(1)
1 January 2020 to 31 December 2020 3 March 2023 16,989
2 March 2022 1 January 2021 to 31 December 2021 2 March 2024 68,891
10 March 2023 1 January 2022 to 31 December 2022 10 March 2025 70,412
(1) The deferred shares granted under the DSBP on 3 March 2021 vested in March 2023. Peter Brooks-Johnson exercised the nil cost option over 16,989 shares on
8 October 2023 and sold all the shares at an average market price of £5.75 per share.
Total shareholder return (TSR)
The graph below compares the TSR of Rightmoves shares against the FTSE 100 Index and the FTSE 350 Index for the
ten-year period from 1 January 2013 to 31 December 2023. TSR is the product of movements in the share price plus
dividends reinvested on the ex-dividend date. It illustrates the value of £100 invested in Rightmove’s shares and in the
FTSE 100 Index and the FTSE 350 Index over that period.
As required by the Act, the Company’s TSR performance is shown against a recognised broad-based share index; the
FTSE 100 and the FTSE 350 indices are both considered appropriate comparators.
TSR Graph – ten years
Dec 18
Dec 19
Dec 20
Dec 21
+23%
+26%
+88%
Source: Thomson Reuters
Source: Re�nitiv Datastream
Rightmove FTSE 100 FTSE 350
Rightmove FTSE 100 FTSE 350
This graph shows the value, by 31 December 2021, of £100 invested in Rightmove on 31 December 2018,
compared with the value of £100 invested in the FTSE 100 and the FTSE 350 Indices on a daily basis.
This graph shows the value, by 31 December 2023, of £100 invested in Rightmove on 31 December 2013, compared with the value of £100 invested in the FTSE 100
and the FTSE 350 Indices on a daily basis.
Dec 15
Dec 14
Dec 13
Dec 16
Dec 17
Dec 18
Dec 21
Dec 22
Dec 23
Dec 20
Dec 19
+68%
+136%
60
80
100
120
140
160
180
200
0
50
100
150
200
250
300
350
+67%
110 | Rightmove plc | Annual Report 2023
Total remuneration for the Chief Executive Ocer
The table below shows the total remuneration gure for the Chief Executive Ocer over a ten-year performance period.
The total remuneration gure includes the annual bonus and long-term incentive awards that vested based on performance
in those years.
Year Executive
Total single
gure £
(3)
Annual bonus outturn
(% of maximum)
Long–term
incentive outturn
(% of maximum)
2023 Johan Svanstrom
(1)
Peter Brooks-Johnson
(1)
1,234,769
435,097
79%
79%
50%
2022 Peter Brooks-Johnson 1,399,774 71% 26%
2021 Peter Brooks-Johnson 1,673,673 84% 25%
2020 Peter Brooks-Johnson 960,827 18.5% 25%
2019 Peter Brooks-Johnson 2,155,759 65% 85%
2018 Peter Brooks-Johnson 1,490,178 78% 67%
2017 Peter Brooks-Johnson
(2)
Nick McKittrick
(1)
504,557
1,223,443
60%
n/a
100%
100%
2016 Nick McKittrick 2,126,923 92% 100%
2015 Nick McKittrick 2,300,349 100% 100%
2014 Nick McKittrick 1,599,610 70% 92%
(1) Peter Brooks-Johnson was Chief Executive Officer from 9 May 2017 and stepped down from the Board on 6 March 2023 and received his salary and benefits to the end
of his notice period on 9 May 2023. Johan Svanstrom was appointed as an Executive Director on 20 February 2023 and as Chief Executive Officer on 6 March 2023.
(2) Nick McKittrick was Chief Executive Officer and a Director until 9 May 2017 and retired from Rightmove on 30 June 2017. Peter Brooks-Johnson was appointed
Chief Executive Officer on 9 May 2017.
(3) The total remuneration figure provided is as disclosed in the relevant year’s DRR.
Governance | Directors’ Remuneration report continued
Rightmove plc | Annual Report 2023 | 111
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Percentage change in the remuneration of Directors compared with employees
The table below sets out the percentage change in the remuneration of all the Directors of the Company compared with the
average of all employees between 2022 and 2023, based on the gures shown in the single gure tables above.
% increase/(decrease) in remuneration of the Directors compared with the average of all employees
between 2022 and 2023 between 2021 and 2022 between 2020 and 2021
Salary or fees Benets Bonus Salary or fees
(6)
Benets Bonus Salary or fees
(6)
Benets Bonus
Johan Svanstrom
(1)
100.0% 100.0% 100.0%
Peter Brooks-Johnson
(2)
(81.0%) (61.2%) (100%) 3.0% (3.0%) (12.7%) 8.0% (2.4%) 358.6%
Alison Dolan 10.9% 10.1% 23.4% 3.0% 100% (12.7%) 217.4% 1,112% 1,319.5%
Andrew Fisher
(3)
32.2% 3.0% 8.0%
Jacqueline de Rojas 14.9% 3.0% 16.9%
Andrew Findlay
(3)
10.7% 3.0% 8.0%
Rakhi Goss-Custard
(4)
(60.1%) 3.0% 8.0%
Lorna Tilbian
(3)
10.7% 3.0% 8.0%
Amit Tiwari
(3)
13.6% 3.0% 8.0%
Kriti Sharma
(5)
100%
Employees 22.8% 3.9% 0.3% 2.4% 1.9% 34.4% 6.2% 7.8% (4.3%)
(1) Johan Svanstrom was appointed to the Board on 6 March 2023 and has no prior year earnings from Rightmove.
(2) Peter Brooks-Johnson stepped down from the Board on 6 March and received his salary and benefits to the end of his notice period on 9 May 2023.
(3) The basic NED fee in 2023 was increased to £65,000 with effect from 1 January 2023; the Committee Chair fee remained at £15,605 and the SID fee increased
to £12,600. (2022: Basic NED fee £57,217, Committee Chair fee £15,605, SID fee £10,300).
(4) Rakhi Goss-Custard left the Board on 5 May 2023.
(5) Kriti Sharma joined the Board on 25 July 2023 and has no prior year earnings from Rightmove.
(6) All Directors volunteered a 20% reduction in their salaries and fees for the four months from April to July 2020.
Pay ratio information in relation to the total remuneration of the Chief Executive Ocer
The table below shows the total remuneration of our Chief Executive Ocer compared to the equivalent remuneration for
our employees, who are all based in the UK.
We have calculated the full-time equivalent remuneration for all Group employees (as at 31 December 2023) using
the Government’s preferred Option A and identied the total remuneration gure at the 25
th
, 50
th
and 75
th
percentile.
We then compared each percentile gure against our CEO’s single gure for total remuneration to determine the pay ratios
set out below.
The Company believes the median pay ratio is consistent with the pay, reward and progression policies for the Company’s
UK employees taken as a whole. The pay ratio has increased between 2022 and 2023 as more of the CEOs pay is performance
linked and variable incentives paid out at higher levels in 2023 than 2022.
All employees
Year Method
CEO’s total
remuneration
(1)
25
th
percentile Median 75
th
percentile
25
th
percentile
pay ratio
Median
pay ratio
75
th
percentile
pay ratio
2023 Option A 1,669,866
(2)
33,060 59,481 85,130 51 28 20
2022 Option A 1,399,774 30,844 56,394 81,168 46 24 17
2021 Option A 1,673,673 26,730 49,386 72,203 63 34 23
2020 Option A 960,827 29,854 51,155 73,266 32 19 13
(1) The CEO’s total remuneration comprises salary, benets, bonus and the value of long-term incentives, including PSP awards. The total remuneration gure provided
is as disclosed in the relevant year’s DRR.
(2) For 2023, the salary component of total pay and benets was £28,000 at the 25
th
percentile, £45,879 at median, and £73,500 at the 75
th
percentile.
112 | Rightmove plc | Annual Report 2023
Relative importance of the spend on pay
The table below shows the total pay for all Rightmove’s employees compared to other key nancial indicators.
Additional information on the number of employees, total revenue and operating prot has been provided for context.
Year ended
31 December 2023
Year ended
31 December 2022 % change
Employee costs (refer Note 6) £54,544,000 £45,474,000 20%
Dividends paid to shareholders (refer Note 11) £71,651,553 £67,679,188 6%
Purchase of own shares (refer Note 21) 130,000,131 £129,980,976 0%
Income tax (refer Note 9) £60,617,151 £45,601,000 33%
Average number of employees (refer Note 6)
(1)
727 647 12%
Revenue £364,316,000 £332,622,000 10%
Operating prot £258,033,000 £241,343,000 7%
(1) The average number of employees includes Executive Directors and Group employees.
Governance | Directors’ Remuneration report continued
Application of Policy for the year ending
31 December 2024
Salaries
The Executive Directors’ salaries for the 2023 and 2024
nancial year are set out in the table below:
Salary
1 January 2024
Salary
31 December 2023 Change
Executive Directors
Johan Svanstrom £624,000 £600,000* 4%
Alison Dolan £468,000 £450,000 4%
*salary on appointment
Pension and other benets
The Group operates a stakeholder pension plan for all
employees (including Executive Directors under the same
terms) under which Rightmove contributes 7% of base
salary, subject to the employee contributing a minimum of
4% of base salary. The Executive Directors participated in
the pension plan during the year. The Company did not
contribute to any personal pension arrangements.
The Executive Directors are enrolled on the same terms as all
employees in the Groups private medical insurance scheme,
the medical cash plan and receive life assurance cover equal
to four times base salary.
Annual bonus
The usual bonus award will remain as 175% of salary for the
bonus in line with previous years, and targets will be set in the
usual manner. There will be an additional 10% of salary, which
can only be achieved for outperformance of the maximum
target on the operating prot element. This will result in the
eective maximum for the bonus for our Executive Directors
becoming 185% of salary, but only for exceptional
performance. This prot outperformance feature will also be
appropriately cascaded down through the bonus population.
Awards will be subject to deferral (40% cash and 60% shares).
The performance measures for 2024 have been adjusted to
reect Rightmove’s ambitious new business strategy. The
Committee will continue to use underlying operating prot
(1)
as an appropriate measure for the 2024 bonus awards. Trac
market share will also continue to be retained. Reecting our
recently agreed strategic priorities, Commercial Real Estate
and Mortgages are two key business areas that will be
introduced to the performance measures to align Executives
with the new strategy.
Rightmove plc | Annual Report 2023 | 113
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
The performance measures and weightings for the 2024
nancial year are as follows:
Measure
As a % of maximum
bonus opportunity Maximum (% of salary)
Financial target
Underlying operating
prot
(1)
60% 105% of salary plus
10% of salary for
outperformance
Strategic targets
Trac market share
(2)
15% 26.25% of salary
Commercial Real
Estate
(3)
10% 17.5% of salary
Mortgages Revenue
(4)
10% 17.5% of salary
Combined E&S
(5)
5% 8.75%
Total 100% 185%
(1) Underlying operating profit is defined as operating profit before share-based
payments charges (including the related National Insurance).
(2) Time spent on Rightmove platforms, relative to our nearest competitors (Zoopla.
co.uk and PrimeLocation.com). Comscore MMX® Desktop only + Comscore
Mobile Metrix® Mobile Web & App, Total Audience, Custom-defined list of
Rightmove Sites, RIGHTMOVE.CO.UK, ZOOPLA.CO.UK, PRIMELOCATION.COM
(3) Commercial Real Estate customer growth.
(4) Mortgages revenue growth.
(5) E&S: employee engagement of at least 80% and increased engagement with
green site content.
The specic nancial targets for the 2024 nancial year are
commercially sensitive. However, retrospective disclosure of
the actual targets and performance against them will be
provided as usual in the 2024 Remuneration Report, to the
extent that they do not remain commercially sensitive at
that time.
Long-term incentives
Awards to Executive Directors under the PSP in 2024 will be
consistent with the 2023 Remuneration Policy, which
increased the maximum opportunity to 200% to provide
suitable exibility in an increasingly competitive environment.
As outlined in the Remuneration Committee Chair’s letter, an
investor consultation has been undertaken and awards for
2024 will have a maximum bonus opportunity of 180% of
base salary.
The PSP awards granted in 2023 were based 50% each on
TSR and EPS. For the PSP awards due to be granted in 2024
(performance period of 2024-2026), we are proposing to
reduce the EPS weighting to 25% and to introduce a revenue
element, weighted at 25%. Revenue will be used as a key
measure of the eectiveness of our management in
implementing the new strategic growth agenda over the
next three years.
The usual award of 175% of salary will be granted in line with
previous years and will include an additional 5% of salary, which
can only be achieved for outperformance of the maximum
target on the revenue element. This results in the eective
maximum for the PSP for our Executive Directors becoming
180% of salary, but only for exceptional performance.
The performance measures, weightings and eective
maximums applied to award levels for the 2024 nancial year
are as follows:
Performance measure
Weighting of each
element (% of award)
Eective maximum
applied to award level
of 175% of salary
TSR element 50% 87.5% of salary
EPS element 25% 43.75% of salary
Revenue element 25% 43.75% of salary
plus 5% of salary for
outperformance
(Growth of £122.5m)
Total 100% 180% of salary
(includes 5%
overperformance)
The awards will continue to be subject to a two-year holding
period. The 2024 targets are as follows:
EPS performance condition
The Groups EPS growth will be measured over the period of
three nancial years (2024 to 2026). The EPS gure used will
be equivalent to the Groups underlying EPS
(1)
. With a view to
ensuring appropriately stretching but achievable targets are
set in light of market expectations for the Group, the
following range of targets will apply to the 2024 awards:
Underlying EPS growth
from 2024 to 2026
(2)
% of award vesting
(maximum 25%)
Less than 32% 0%
32% 6.25%
41% 25%
Between 32% and 41% Straight-line vesting
(1) Underlying basic earnings per share is defined as underlying profit (profit for the
year before share-based payments charges, including the related National
Insurance and appropriate tax adjustments), divided by the weighted average
number of ordinary shares in issue for the period.
(2) The benchmark underlying EPS for the financial year 2023 from which these
targets will be measured is 23.8p.
114 | Rightmove plc | Annual Report 2023
The targets that are intended to operate for the 2024 PSP
awards are considered to be demanding in light of the
current trading environment, the Group’s starting position,
internal nancial planning, and external market expectations
for future growth. The Committee is satised that the
range of targets remain appropriately demanding, and
no less challenging than the range of targets set for prior
year awards.
Relative TSR performance condition
The vesting schedule for the relative TSR element of
Executive Directors’ 2024 PSP awards is set out below.
Relative TSR will be assessed against the FTSE 350 Index,
reecting the Company’s size in terms of market
capitalisation. Performance will be measured over three
nancial years.
TSR performance of the Company
relative to the FTSE 350 Index
(1)
% of award vesting
(maximum 50%)
Less than the Index 0%
Equal to the Index 12.5%
25% higher than the Index 50%
Intermediate performance Straight-line vesting
(1) If the FTSE 350 Index’s TSR was 50% over the three-year performance period,
then the Company’s TSR would have to be at least 75% for all 50% of the PSP
shares to vest.
Revenue Growth
For 2024, revenue growth will be used as a key measure of
the eectiveness of our management in implementing the
new strategic growth agenda over the next three years.
Revenue growth
from 2024 to 2026
% of award vesting
(maximum 25%)
(1)
Less than £110.9m 0%
£116.7m 25%
Between £110.9m and £116.7m Straight-line vesting
(1) An overachievement is obtainable if revenue growth exceeds £122.5m.
In the event of this over performance, maximum payout would not exceed
180% of salary.
Chair and Non–Executive Directors’ fees
The Board reviewed Non-Executive Directors’ fees and
agreed that the fees for the Chair and Non-Executive
Directors should increase by 4%, in line with the wider
workforce. It was also agreed that fees for the Audit and
Remuneration Committee Chairs and for the Senior
Independent Director would be increased to reect
time commitments and market practice as shown in
the table below.
Role
2023 Fees
£
2024 Fees
£
Chair 275,000 286,000
Non-Executive Director
(basic fee)
65,000 67,600
Committee Chair (excluding the
Nomination Committee)
15,605 17,500
Senior Independent Director 12,600 15,000
Details of the fees paid to Directors in 2023 can be found
earlier in this report.
Governance | Directors’ Remuneration report continued
Rightmove plc | Annual Report 2023 | 115
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Shareholder voting on the Remuneration Policy and Annual Report
At the AGM on 5 May 2023, shareholders again voted overwhelmingly in favour of the Directors’ Remuneration Report,
demonstrating a strong level of shareholder support for Rightmove’s management and their remuneration.
The table below shows full details of the voting outcomes for the Directors’ Remuneration Report and the Remuneration
Policy at the 2023 AGM.
Votes for % Votes for Votes against % Votes against Votes withheld
(1)
Directors’ Remuneration Report 575,159,506 96.17 22,894,383 3.83 82,373
Remuneration Policy (2023) 548,568,121 91.73 49,465,976 8.27 102,165
(1) A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes cast ‘For’ and ‘Against’ a resolution.
In line with the Company’s commitment to ongoing dialogue with its shareholders, the Committee has corresponded with
major shareholders to invite their feedback on the 2024 remuneration proposals.
Lorna Tilbian
Chair, Remuneration Committee
29 February 2024
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 fulls these requirements can be found in the Corporate
Governance Report and is incorporated into the Directors’
Report by reference.
Strategic report
The Strategic Report can be found on pages 2 to 65.
The Act requires this Annual Report to present a fair,
balanced and understandable view of Rightmoves 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 eect 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 prot 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 benet 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.
Rightmove plc | Annual Report 2023 | 117
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
As at 31 December 2023, 1,167,227 shares (2022: 930,592
shares) were held by the SIP for the benet of Group
employees. These shares had a nominal value at
31 December 2023 of £1,167 (2022: £931) and a market
value of £6,723,227 (2022: £4,755,325). The shares held
by the SIP are awarded as free shares to eligible employees
each year and are held in trust for a period of three years
before an employee is entitled to take ownership of the
shares. During the year, 116,940 shares (2022: 85,133
shares) were transferred to Group employees under the SIP
rules. Additionally, 226,335 shares (2022: 128,774) were
purchased by the SIP to partly satisfy the all employee Free
Share Award in December 2023.
Research and development
The Group undertakes research and development activity in
order to develop new products and to continually improve
the existing property platforms. Further details are disclosed
in Note 2 to the nancial statements.
Political and charitable donations
During the year the Group did not make donations to any
political party or other political organisation and did not incur
any political expenditure within the meanings of sections
362 to 379 of the Act (2022: £nil). Details of the Groups
charitable donations are set out in the ESG Report.
Annual General Meeting
The AGM of the Company will be held at the oces of UBS,
5 Broadgate, London EC2M 2QS on 10 May 2024 at 10am.
The Notice of Annual General Meeting will be published in
March 2024.
The resolutions being proposed at the 2024 AGM include
the renewal for a further year of the limited authority of the
Directors to allot unissued share capital of the Company and
to issue shares for cash other than to existing shareholders
(in line with the Pre-Emption Groups Statement of
Principles). A resolution will also be proposed to renew the
Directors’ authority to purchase a proportion of the
Company’s own shares. The Company will again seek
shareholder approval to hold general meetings (other than
AGMs) at 14 days’ notice. Resolutions will be proposed to
renew these authorities, which would otherwise expire at
the 2024 AGM. A resolution will also be proposed to seek
shareholder approval for the new rules of the Rightmove plc
Share Incentive Plan.
Auditor
A resolution to re-appoint Ernst & Young LLP (EY) as the
auditor of the Group will be proposed in the Notice of AGM
(2024). In accordance with section 489 of the Act, separate
resolutions for the appointment of EY and for the Audit
Committee to determine the auditor’s remuneration will
be proposed.
Audit information
So far as the Directors in oce at the date of this report are
aware, there is no relevant audit information of which the
auditor is unaware and each Director has taken all reasonable
steps to make themselves aware of any relevant audit
information and to establish that the auditor is aware of
that information.
Substantial shareholdings
As at the date of this report, the following benecial interests
in 3% or more of the Company’s issued ordinary share capital
(excluding shares held in treasury) held on behalf of the
organisations shown in the table below, had been notied to
the Company pursuant to DTR 5.1. The information provided
below was correct as at the date of notication, where
indicated this was not in the 2023 nancial year. It should be
noted that these holdings are likely to have changed since
they were notied to the Company. However, notication of
any change is not required until the next applicable threshold
is crossed.
Shareholder Nature of holding
Total voting
rights
% of total
voting
rights
(1)
Kayne Anderson
Rudnick
Investment
Management, LLC
Direct
American Depository
Receipts
52,303,906
35,297,316
6.52%
4.40%
BlackRock Inc
(2)
Indirect
Contracts for
dierence
Stock Lending
68,416,171
1,556,760
2,925,856
8.53%
0.19%
0.34%
Marathon Asset
Management LLP
(2)
Indirect 42,877,709 5.35%
Baillie Giord &
Co
(2)
Indirect 58,736,140 7.33%
Standard Life
Aberdeen
(2)
Indirect
45,307,190 5.65%
Generation
Investment
Management LLP
(2)
Indirect 45,181,680 5.64%
Axa Investment
Managers SA
(2)
Indirect
Contracts for
dierence
44,413,780
376,620
5.54%
0.05%
(1) The above percentages are based upon the voting rights share capital (being the
shares in issue less shares held in treasury) of 801,740,422 as at 29 February 2024.
(2) Date of notification preceded the 2023 financial year.
118 | Rightmove plc | Annual Report 2023
Governance | Directors’ report continued
Articles of Association
Any amendment to the Articles may be made in accordance
with the provisions of applicable English law concerning
companies, specically the Act (as amended from time to
time), by way of special resolution at a general meeting of
the shareholders.
Indemnication of Directors
The Articles of Association of the Company allow for a
qualifying third-party indemnity provision for the purposes
of s234 of the Act between the Company and its past and
present Directors and ocers, which remains in force at the
date of this report. The Group has also arranged Directors’
and Ocers’ insurance cover in respect of legal action
against the Directors. Neither our indemnity nor the
insurance provides cover in the event that a Director is
proven to have acted dishonestly or fraudulently.
The Company has a Share Dealing Code setting out the
process and timing for dealing in shares, which is compliant
with the Market Abuse Regulation. The Share Dealing Code
applies to all Directors, who are persons discharging
managerial responsibility, and other insiders.
Compensation for loss of oce
There are no additional agreements between the Company
and its Directors or employees providing for compensation
for loss of oce or employment that occurs because of a
takeover bid, except that provisions of the Company’s share
plans may allow options and awards granted to Directors and
employees to vest on a takeover.
Transactions with related parties
During the year under review neither the Company nor its
subsidiaries entered into any material transactions with any
related parties, other than those disclosed in Note 25 to
the nancial statements.
Post-balance sheet events
On 1 February 2024, the Group acquired 100% of the equity
capital and voting rights of Homeviews Platform Limited
(Homeviews) for a total cash consideration of £8m.
Homeviews is the UK’s biggest community of veried
resident reviews of property developments, with a
particular focus on the Build to Rent sector.
Due to the timing of the acquisition being after 31 December
2023, the results of Homeviews are not included in our
nancial statements for the year ended 31 December 2023
and the acquisition accounting has not yet been completed.
In line with IFRS3, the price accounting for the acquisition will
be nalised within 12 months of the acquisition date.
Other than the above transaction, there were no other
subsequent events, between 31 December 2023 and the
reporting date, in either the Company or Group.
Branches
Neither the Company nor its subsidiaries have branches
outside the UK.
Other Information
Information Location in Annual Report
Financial instruments and
nancial risk management
Notes 3 and 24, Financial
Statements
Appointment, removal and
powers of Directors
Corporate Governance Report
Future developments of the
Groups business
Strategic Report
(1)
Employee engagement Strategic Report:
ESG Report
(1)
Employee share schemes Strategic Report: ESG Report
(1)
and Directors’ Remuneration
Report
Health and safety and
employee-related policies
including diversity and disability
Strategic Report: ESG Report
(1)
Movements in share capital Note 21, Financial Statements
Share-based incentives Note 23, Financial Statements
Long-term incentive plans Directors’ Remuneration Report
Energy and Greenhouse
Gas Report
Strategic Report: ESG Report
(1)
Fair, balanced and
understandable
Audit Committee report
and Directors’ statement of
responsibilities
Directors’ indemnities Corporate Governance Report
(1) The Board has taken advantage of section 414C(11) of the Act to include
disclosures in the Strategic Report on the items indicated above.
The Directors’ Report was approved by the Board on
29 February 2024.
Signed on behalf of the Board
Johan Svanstrom
Chief Executive Ocer
29 February 2024
Rightmove plc | Annual Report 2023 | 119
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Governance | Directors’ Responsibilities statement
Statement of Directors’ responsibilities in respect
of the annual report and the nancial statements
The Directors are responsible for preparing the Annual
Report and the Group and parent Company nancial
statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare Group and
parent Company nancial statements for each nancial year.
Under that law they are required to prepare the Group
nancial statements in accordance with UK-adopted
international accounting standards and applicable law and
have elected to prepare the parent Company nancial
statements on the same basis. In addition, the Group nancial
statements are required under the UK Disclosure Guidance
and Transparency Rules to be prepared in accordance with UK
adopted International Financial Reporting Standards.
Under company law the Directors must not approve the
nancial statements unless they are satised that they give a
true and fair view of the state of aairs of the Group and
parent Company and of the Group’s prot or loss for that
period. In preparing each of the Group and parent Company
nancial statements, the Directors are required to:
present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information;
provide additional disclosures when compliance with the
specic requirements in IFRSs is insucient to enable
users to understand the impact of particular transactions,
other events and conditions on the group and company
nancial position and nancial performance;
select suitable accounting policies and then apply them
consistently;
make judgements and estimates that are reasonable,
relevant and reliable;
state whether they have been prepared in accordance
with UK-adopted international accounting standards;
assess the Group and parent Company’s ability to
continue as a going concern, disclosing, as applicable,
matters related to going concern; and
use the going concern basis of accounting unless they
either intend to liquidate the Group or the parent
Company or to cease operations, or have no realistic
alternative but to do so.
The Directors are responsible for keeping adequate
accounting records that are sucient to show and explain
the parent Company’s transactions and disclose with
reasonable accuracy at any time the nancial position of the
parent Company and enable them to ensure that its nancial
statements comply with the Companies Act 2006. They are
responsible for such internal controls as they determine are
necessary to enable the preparation of nancial statements
that are free from material misstatement, whether due
to fraud or error, and have general responsibility for taking
such steps as are reasonably open to them to safeguard the
assets of the Group and to prevent and detect fraud and
other irregularities.
Under applicable law and regulations, the Directors are also
responsible for preparing a Strategic Report, Directors’
Report, Directors’ Remuneration Report and Corporate
Governance Statement that complies with that law and
those regulations. The Directors are responsible for the
maintenance and integrity of the corporate and nancial
information included on the Company’s website. Legislation
in the UK governing the preparation and dissemination of
nancial statements may dier from legislation in other
jurisdictions.
Responsibility statement of the Directors in
respect of the annual nancial report
We conrm that to the best of our knowledge:
the nancial statements, prepared in accordance with the
UK adopted international accounting standards, give a
true and fair view of the assets, liabilities, nancial position
and prot or loss of the Company and the undertakings
included in the consolidation taken as a whole; and
the strategic report/Directors’ report includes a fair review
of the development and performance of the business and
the position of the issuer and the undertakings included in
the consolidation taken as a whole, together with a
description of the principal risks and uncertainties that
they face.
We consider the annual report and accounts, taken as a
whole, is fair, balanced and understandable and provides the
information necessary for shareholders to assess the Groups
position and performance, business model and strategy.
Signed on behalf of the Board:
Johan Svanstrom
Chief Executive Ocer
29 February 2024
Alison Dolan
Chief Financial Ocer
120 | Rightmove plc | Annual Report 2023
Governance | Independent auditor’s report to the members of Rightmove plc
Auditor’s report
Opinion
In our opinion:
Rightmove plc’s group nancial statements and parent
company nancial statements (the “nancial statements”)
give a true and fair view of the state of the group’s and of
the parent company’s aairs as at 31 December 2023 and
of the group’s prot for the year then ended;
the group nancial statements have been properly
prepared in accordance with UK adopted international
accounting standards;
the parent company nancial statements have been
properly prepared in accordance with UK adopted
international accounting standards as applied in
accordance with section 408 of the Companies Act 2006;
and
the nancial statements have been prepared in
accordance with the requirements of the Companies
Act 2006.
We have audited the nancial statements of Rightmove plc
(the ‘parent company’) and its subsidiaries (the ‘group’) for
the year ended 31 December 2023 which comprise:
Group Parent company
Consolidated statement of
nancial position as at
31 December 2023
Company statement of
nancial position as at
31 December 2023
Consolidated statement of
comprehensive income for the
year then ended
Company statement of
changes in shareholders’
equity for the year then
ended
Consolidated statement of cash
ows for the year then ended
Company Statement of
cash ows for the year
then ended
Consolidated statement of
changes in shareholders’ equity
for the year then ended
Related notes 1 to 27 to
the nancial statements
including material
accounting policy
information
Related notes 1 to 27 to the
nancial statements, including
material accounting policy
information
The nancial reporting framework that has been applied in
their preparation is applicable law and UK adopted
international accounting standards and as regards the parent
company nancial statements, as applied in accordance with
section 408 of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law.
Our responsibilities under those standards are further
described in the Auditor’s responsibilities for the audit of the
nancial statements section of our report. We believe that
the audit evidence we have obtained is sucient and
appropriate to provide a basis for our opinion
Independence
We are independent of the group and parent in accordance
with the ethical requirements that are relevant to our audit of
the nancial statements in the UK, including the FRC’s Ethical
Standard as applied to listed public interest entities, and we
have fullled our other ethical responsibilities in accordance
with these requirements.
The non-audit services prohibited by the FRC’s Ethical
Standard were not provided to the group or the parent
company and we remain independent of the group and the
parent company in conducting the audit.
Conclusions relating to going concern
In auditing the nancial statements, we have concluded that
the Directors’ use of the going concern basis of accounting in
the preparation of the nancial statements is appropriate.
Our evaluation of the directors’ assessment of the group
and parent company’s ability to continue to adopt the going
concern basis of accounting included:
We understood the process undertaken by management
to perform the going concern assessment, including any
impacts of the macroeconomic environment;
We obtained management’s going concern assessment,
including the cash ow forecasts for the going concern
period to 30 June 2025;
Rightmove plc | Annual Report 2023 | 121
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
We assessed the reasonableness of all key assumptions,
namely revenue performance per revenue stream and
operating margin. This has been performed by:
- checking the arithmetical and logical accuracy of
management’s model;
- agreeing opening cash to the audited 2023 position;
- assessing the historical forecasting accuracy of the
Group by comparing actual revenue and operating prot
to forecast for previous years;
- comparing the revenue forecasts to the revenues
generated in 2023, planned price increases and historical
changes in customer numbers; and
- checking for consistency of the forecasts with other
areas of the audit including impairment assessment.
We compared current trading performance to
management’s going concern forecast by obtaining the
latest available management accounts to identify any
issues with current trading and cashows;
We also considered the impact of Rightmove’s climate
commitments on the cash ow forecasts;
We recalculated the results of the sensitivity testing
performed by management to determine the impact of
reasonably possible uctuations in key assumptions on
the Groups available liquidity;
We compared the reduction in revenues assumed in the
most severe scenario presented by management, to the
revenue declines demonstrated during recent economic
crises/COVID-19. We have also compared the forecast
result to reports from analysts;
We performed reverse stress testing to establish the level
of change in revenue necessary to cause a liquidity breach
and considered the likelihood of such a change;
We considered the further mitigating actions available to
the Group, such as reducing marketing and headcount
costs. We have also considered the feasibility of
management being able to execute such mitigating
actions, when considering the likelihood of the reverse
stress testing scenario; and
We reviewed the appropriateness of management’s going
concern disclosure in describing its ability to continue to
operate as a going concern from the date of approval of
the nancial statements to 30 June 2025.
We observed that in management’s base case and in the
downside sensitivities that there is liquidity headroom
without taking the benet of any identied controllable
mitigations. Furthermore, management’s reverse stress test
scenario to model the extent of revenue reduction compared
to forecasts required to exhaust available liquidity during the
going concern assessment period is considered by the
Directors to be remote.
Based on the work we have performed, we have not
identied any material uncertainties relating to events or
conditions that, individually or collectively, may cast
signicant doubt on the group and parent company’s ability
to continue as a going concern for a period to 30 June 2025.
In relation to the group and parent company’s reporting on
how they have applied the UK Corporate Governance Code,
we have nothing material to add or draw attention to in
relation to the Directors’ statement in the nancial
statements about whether the Directors considered it
appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors
with respect to going concern are described in the relevant
sections of this report. However, because not all future
events or conditions can be predicted, this statement is
not a guarantee as to the group’s ability to continue as a
going concern.
Overview of our audit approach
Audit scope We performed an audit of the complete
nancial information of three components.
The components where we performed full
audit procedures accounted for 99% of Prot
before tax, 99% of Revenue and 98% of Total
assets.
Key audit
matters
• Revenue Recognition
Materiality Overall group materiality of £13.0m which
represents 5% of Prot before tax.
122 | Rightmove plc | Annual Report 2023
Governance | Auditor’s report continued
An overview of the scope of the parent company
and group audits
Tailoring the scope
Our assessment of audit risk, our evaluation of materiality
and our allocation of performance materiality determine
our audit scope for each company within the Group.
Taken together, this enables us to form an opinion on the
consolidated nancial statements. We take into account size,
risk prole, the organisation of the group and eectiveness
of group-wide controls, changes in the business
environment, the potential impact of climate change and
other factors such as recent Internal audit results when
assessing the level of work to be performed at each company.
In assessing the risk of material misstatement to the Group
nancial statements, and to ensure we had adequate
quantitative coverage of signicant accounts in the nancial
statements, of the ve reporting components of the Group,
we selected three components covering entities within the
United Kingdom, which represent the principal business
units within the Group.
Of the three components selected, we performed an audit
of the complete nancial information of three components
(“full scope components”) which were selected based on
their size or risk characteristics.
The reporting components where we performed audit
procedures accounted for 99% (2022: 99%) of the Group’s
Prot before tax, 99% (2022: 99%) of the Group’s Revenue
and 98% (2022: 98%) of the Groups Total assets.
Of the remaining two components that together represent
1% of the Groups Prot before tax, none are individually
greater than 1% of the Group’s Prot before tax. For these
components, we performed other procedures, including
analytical review, testing of consolidation journals and
intercompany eliminations, and testing cash conrmations
to respond to any potential risks of material misstatement to
the Group nancial statements.
Changes from the prior year
There are no changes in scoping in comparison to the
prior year.
Involvement with component teams
All audit work performed for the purposes of the audit was
undertaken by the Group audit team.
Climate change
Stakeholders are increasingly interested in how climate
change will impact Rightmove plc. The Group has
determined that the most signicant future impacts from
climate change on their operations will be from transitional
risks (such as customer demand for greater environmental
diligence and heating regulations) and physical risks (such as
extreme weather on data centres). These are explained on
pages 39-40 in the required Task Force for Climate related
Financial Disclosures. They have also explained their climate
commitments on pages 42-44. All of these disclosures form
part of the “Other information”, rather than the audited
nancial statements. Our procedures on these unaudited
disclosures therefore consisted solely of considering
whether they are materially inconsistent with the nancial
statements or our knowledge obtained in the course of the
audit or otherwise appear to be materially misstated, in line
with our responsibilities on “Other information.
In planning and performing our audit we assessed the
potential impacts of climate change on the Group’s business
and any consequential material impact on its nancial
statements.
As explained in Note 1 General information, judgements and
estimates to the consolidated nancial statements, the
Group concluded that there were no factors identied that
would have a material impact on the Group’s nancial
reporting judgements and estimates in the current year.
Governmental and societal responses to climate change
risks are still developing, and are interdependent upon each
other, and consequently nancial statements cannot capture
all possible future outcomes as these are not yet known.
Rightmove plc | Annual Report 2023 | 123
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Our audit eort in considering climate change was focused
on the adequacy of the Group’s disclosures in the nancial
statements and their conclusion that no issues were identied
that would impact the nancial statements for Rightmove plc.
We also challenged the Directors’ considerations of climate
change risks in their assessment of going concern and viability
and associated disclosures. Where considerations of climate
change were relevant to our assessment of going concern,
these are described above.
Based on our work we have not identied the impact of
climate change on the nancial statements to be a key audit
matter or to impact a key audit matter.
Key audit matters
Key audit matters are those matters that, in our professional
judgment, were of most signicance in our audit of the
nancial statements of the current period and include the
most signicant assessed risks of material misstatement
(whether or not due to fraud) that we identied. These
matters included those which had the greatest eect on: the
overall audit strategy, the allocation of resources in the audit;
and directing the eorts of the engagement team. These
matters were addressed in the context of our audit of the
nancial statements as a whole, and in our opinion thereon,
and we do not provide a separate opinion on these matters.
Risk Our response to the risk
Key observations
communicated
to the Audit
Committee
Revenue recognition
(£364.3m, 2022: £332.6m)
Refer to the Audit
Committee Report (page 79;
Accounting policies (page
138); and Note 4 of the
Consolidated Financial
Statements (page 145)
The Group reported
revenues of £364.3m for the
year ended 31 December
2023. The key revenue
streams, being Agency
and New Homes, consist
of subscription fees and
customer spend on
additional advertising
products in respect of
properties listed on
Rightmove platforms.
There is a risk that revenue is
recognised incorrectly, as a
result of fraud/error
particularly where manual
journal entries are posted.
Management reward and
incentive schemes based
on achieving prot targets
may also place pressure on
management to manipulate
revenue recognition.
Walkthroughs and controls
We performed walkthroughs of each signicant class of revenue
transactions and assessed the design eectiveness of key nancial controls,
however, we did not test the operating eectiveness of these controls.
We performed procedures to obtain an understanding of the IT environment
and processes relevant to nancial reporting, including billing and revenue
recognition.
Revenue recognition
We adopted a data analysis approach in relation to revenue and receivables.
Our procedures involved analysing full populations of transaction data for
all signicant revenue streams and included correlation analysis between
invoiced revenue, receivables and cash journals, as well as analysis of credit
notes. Where the postings did not follow our expectation, we investigated
and assessed their validity by agreeing a sample of transactions back to
source documentation.
To support the data analytics procedures we tested a sample of the data
inputs against 3rd party evidence, such as the contract with the customer,
which takes dierent forms depending upon the products/services sold. Our
procedures included consideration as to whether this fullled the IFRS 15
denition of a contract with a customer’ and we compared to the accounting
policies in order to assess the appropriateness of revenue recognition.
In respect of deferred income, we tested a sample of transactions to
determine that the amount of revenue recognised in the year and the
amount deferred at the balance sheet date were accurate.
We have performed cut-o testing for a sample of revenue items and credit
notes booked either side of the year end date to determine that revenue was
recognised in the period in which the performance obligation was fullled.
Management override
We performed specic procedures to address the risk of management
override, including testing to identify unusual, new or signicant
transactions or contractual terms and targeted journal entry testing
over manual journal entries.
Based on our
procedures
performed, we
concluded that
revenue recognised
in the year, and
revenue deferred
as at 31 December
2023, was
appropriate.
124 | Rightmove plc | Annual Report 2023
Governance | Auditor’s report continued
Our application of materiality
We apply the concept of materiality in planning and
performing the audit, in evaluating the eect of identied
misstatements on the audit and in forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that,
individually or in the aggregate, could reasonably be expected
to inuence the economic decisions of the users of the nancial
statements. Materiality provides a basis for determining the
nature and extent of our audit procedures.
We determined materiality for the Group to be £13 million
(2022: £12 million), which is 5% (2022: 5%) of prot before
tax. We believe that prot before tax provides us with the
most relevant performance measures to the stakeholders
of the entity.
We determined materiality for the Parent Company to be
£10.6 million (2022: £10.7 million), which is 2% (2022: 2%) of
net assets.
During the course of our audit, we reassessed initial
materiality with the only change in the nal materiality from
our original assessment at planning being to reect the
actual reported performance of the Group in the year.
Performance materiality
The application of materiality at the individual account or
balance level. It is set at an amount to reduce to an appropriately
low level the probability that the aggregate of uncorrected and
undetected misstatements exceeds materiality.
On the basis of our risk assessments, together with our
assessment of the Groups overall control environment,
our judgement was that performance materiality was
75% (2022: 50%) of our planning materiality, namely
£9.7m (2022: £6.0m). We have set performance materiality
at this percentage due to our assessment of the control
environment and lower likelihood of misstatements. We set
our performance materiality at 50% in the prior year due to it
being the rst year for which we performed the audit.
Reporting threshold
An amount below which identied misstatements are
considered as being clearly trivial.
We agreed with the Audit Committee that we would report
to them all uncorrected audit dierences in excess of £0.6m
(2022: £0.6m), which is set at 5% of planning materiality, as
well as dierences below that threshold that, in our view,
warranted reporting on qualitative grounds.
We evaluate any uncorrected misstatements against both
the quantitative measures of materiality discussed above
and in light of other relevant qualitative considerations in
forming our opinion.
Other information
The other information comprises the information included
in the annual report set out on pages 1 to 119, other than
the nancial statements and our auditor’s report thereon.
The Directors are responsible for the other information
contained within the annual report.
Our opinion on the nancial statements does not cover
the other information and, except to the extent otherwise
explicitly stated in this report, we do not express any form
of assurance conclusion thereon.
Our responsibility is to read the other information and,
in doing so, consider whether the other information is
materially inconsistent with the nancial statements or
our knowledge obtained in the course of the audit, or
otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent
material misstatements, we are required to determine
whether this gives rise to a material misstatement in the
nancial statements themselves. If, based on the work
we have performed, we conclude that there is a material
misstatement of the other information, we are required
to report that fact.
We have nothing to report in this regard.
Rightmove plc | Annual Report 2023 | 125
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Opinions on other matters prescribed by the
Companies Act 2006
In our opinion, the part of the Directors’ remuneration report
to be audited has been properly prepared in accordance with
the Companies Act 2006.
In our opinion, based on the work undertaken in the course of
the audit:
the information given in the strategic report and the
Directors’ report for the nancial year for which the
nancial statements are prepared is consistent with the
nancial statements; and
the strategic report and the Directors’ report have been
prepared in accordance with applicable legal requirements.
Matters on which we are required to report
by exception
In the light of the knowledge and understanding of the group
and the parent company and its environment obtained in
the course of the audit, we have not identied material
misstatements in the strategic report or the Directors’ report.
We have nothing to report in respect of the following matters
in relation to which the Companies Act 2006 requires us to
report to you if, in our opinion:
adequate accounting records have not been kept by the
parent company, or returns adequate for our audit have
not been received from branches not visited by us; or
the parent company nancial statements and the part of
the Directors’ Remuneration Report to be audited are not
in agreement with the accounting records and returns; or
certain disclosures of Directors’ remuneration specied by
law are not made; or
we have not received all the information and explanations
we require for our audit.
Corporate Governance Statement
We have reviewed the Directors’ statement in relation to
going concern, longer-term viability and that part of the
Corporate Governance Statement relating to the group
and company’s compliance with the provisions of the UK
Corporate Governance Code specied for our review by
the Listing Rules.
Based on the work undertaken as part of our audit, we
have concluded that each of the following elements of the
Corporate Governance Statement is materially consistent
with the nancial statements or our knowledge obtained
during the audit:
Directors’ statement with regards to the appropriateness
of adopting the going concern basis of accounting and any
material uncertainties identied set out on page 64;
Directors’ explanation as to its assessment of the
company’s prospects, the period this assessment covers
and why the period is appropriate set out on page 64;
Director’s statement on whether it has a reasonable
expectation that the group will be able to continue in
operation and meets its liabilities set out on page 64;
Directors’ statement on fair, balanced and understandable
set out on page 119;
Board’s conrmation that it has carried out a robust
assessment of the emerging and principal risks set out on
page 59;
The section of the annual report that describes the review
of eectiveness of risk management and internal control
systems set out on pages 57-59; and
The section describing the work of the audit committee
set out on pages 79-85.
126 | Rightmove plc | Annual Report 2023
Governance | Auditor’s report continued
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities
statement set out on page 119, the Directors are
responsible for the preparation of the nancial statements
and for being satised that they give a true and fair view, and
for such internal control as the Directors determine is
necessary to enable the preparation of nancial statements
that are free from material misstatement, whether due to
fraud or error.
In preparing the nancial statements, the Directors are
responsible for assessing the group and parent company’s
ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the
going concern basis of accounting unless the Directors either
intend to liquidate the group or the parent company or to
cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the
nancial statements
Our objectives are to obtain reasonable assurance about
whether the nancial statements as a whole are free from
material misstatement, whether due to fraud or error, and
to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not
a guarantee that an audit conducted in accordance with ISAs
(UK) will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate,
they could reasonably be expected to inuence the
economic decisions of users taken on the basis of these
nancial statements.
Explanation as to what extent the audit was considered
capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-
compliance with laws and regulations. We design procedures
in line with our responsibilities, outlined above, to detect
irregularities, including fraud. The risk of not detecting a
material misstatement due to fraud is higher than the risk
of not detecting one resulting from error, as fraud may
involve deliberate concealment by, for example, forgery
or intentional misrepresentations, or through collusion.
The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below.
However, the primary responsibility for the prevention and
detection of fraud rests with both those charged with
governance of the company and management.
We obtained an understanding of the legal and regulatory
frameworks that are applicable to the group and
determined that the most signicant are those that relate
to the reporting framework (IFRS, the Companies Act
2006 and UK Corporate Governance Code), the relevant
tax compliance regulations in the UK, FCA compliance for
certain of the Groups activities and the UK General Data
Protection Regulation (GDPR).
We understood how Rightmove plc is complying with
those frameworks by making enquiries of management,
internal audit, those responsible for legal and compliance
procedures and the company secretary to establish
whether there is a culture of honesty and ethical behaviour
and whether a strong emphasis is placed in fraud
prevention, which may reduce opportunities for fraud to
take place, and fraud deterrence, which could persuade
individuals not to commit fraud because of the likelihood
of detection and punishment.
Rightmove plc | Annual Report 2023 | 127
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
We assessed the susceptibility of the group’s nancial
statements to material misstatement, including how fraud
might occur by meeting with management from various
parts of the business to understand where it considered
there was susceptibility to fraud. We also considered the
susceptibility to management bias relating to performance
targets and the opportunity for management to manage
earnings or inuence the perceptions of analysts. We
considered the programs and controls that the Group has
established to address risks identied, or that otherwise
prevent, deter and detect fraud; and how senior
management monitors those programs and controls.
Where the risk was considered to be higher, we performed
audit procedures to address each identied fraud risk.
These procedures included the procedures listed for the
Key Audit Matter above, testing manual journals and were
designed to provide reasonable assurance that the
nancial statements were free from fraud or error.
Based on this understanding we designed our audit
procedures to identify non-compliance with such laws
and regulations. Our procedures involved management
enquiries, review of legal correspondences, journal entry
testing, and review of board meeting minutes.
A further description of our responsibilities for the audit
of the nancial statements is located on the Financial
Reporting Council’s website at https://www.frc.org.uk/
auditorsresponsibilities. This description forms part of
our auditor’s report.
Other matters we are required to address
Following the recommendation from the audit committee,
we were appointed by the Company on 6 May 2022
to audit the nancial statements for the year ending
31 December 2022 and subsequent nancial periods.
The period of total uninterrupted engagement including
previous renewals and reappointments is two years,
covering the years ending 31 December 2022 to
31 December 2023.
The audit opinion is consistent with the additional report
to the audit committee.
Use of our report
This report is made solely to the Company’s members, as
a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken
so that we might state to the Company’s members those
matters we are required to state to them in an auditor’s
report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility
to anyone other than the Company and the Company’s
members as a body, for our audit work, for this report,
or for the opinions we have formed.
Anup Sodhi
(Senior statutory auditor)
for and on behalf of Ernst & Young LLP,
Statutory Auditor
Luton
29 February 2024
128 | Rightmove plc | Annual Report 2023
Note
2023
£000
2022
£000
Revenue 4 364,316 332,622
Administrative expenses (106,283) (91,279)
Operating profit 5 258,033 241,343
Operating profit before share-based incentive charges 1 264,570 245,412
Share-based incentive charge 23 (6,537) (4,069)
Financial income 7 2,227 381
Financial expenses 8 (491) (442)
Net financial income/(expense) 1,736 (61)
Profit before tax 259,769 241,282
Income tax expense 9 (60,618) (45,601)
Profit for the year being total comprehensive income 199,151 195,681
Attributable to:
Equity holders of the Parent 199,151 195,681
Earnings per share (pence)
Basic 10 24.5 23.4
Diluted 10 24.4 23.4
The accompanying notes form part of these financial statements.
Consolidated statement of comprehensive income for the year ended 31 December 2023
Rightmove plc | Annual Report 2023 | 129
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
Consolidated statement of financial position as at 31 December 2023
Note
2023
£000
2022
£000
Non-current assets
Property, plant and equipment 12 9,385 10,429
Intangible assets 13 21,842 22,074
Deferred tax asset 15 2,383 1,460
Total non-current assets 33,610 33,963
Current assets
Trade and other receivables 16 31,474 26,614
Contract assets 4 759 454
Income tax receivable 165 593
Money market deposits 17 5,224 5,047
Cash and cash equivalents 17 33,641 35,089
Total current assets 71,263 67,797
Total assets 104,873 101,760
Current liabilities
Trade and other payables 18 (24,737) (20,874)
Lease liabilities 19 (2,291) (2,327)
Contract liabilities 4 (2,536) (2,325)
Total current liabilities (29,564) (25,526)
Non-current liabilities
Lease liabilities 19 (5,112) (7,242)
Provisions 20 (841) (829)
Total non-current liabilities (5,953) (8,071)
Total liabilities (35,517) (33,597)
Net assets 69,356 68,163
Equity
Share capital 21 814 838
Other reserves 618 594
Retained earnings (net of own shares held) 67,924 66,731
Total equity attributable to the equity holders of the Parent 69,356 68,163
The accompanying notes form part of these financial statements.
The financial statements were approved by the Board of Directors on 29 February 2024 and were signed on its behalf by:
Johan Svanstrom Alison Dolan
Director Director
130 | Rightmove plc | Annual Report 2023
Company statement of financial position as at 31 December 2023
Note
2023
£000
2022
£000
Non-current assets
Investments 14 568,139 563,896
Deferred tax asset 15 903 478
Total non-current assets 569,042 564,374
Current assets
Cash and cash equivalents 17 100
Total current assets 100
Total assets 569,142 564,374
Current liabilities
Trade and other payables 18 (37,161) (27,648)
Total current liabilities (37,161) (27,648)
Net assets 531,981 536,726
Equity
Share capital 21 814 838
Other reserves 135,129 130,862
Retained earnings (net of own shares held) 396,038 405,026
Total equity attributable to the equity holders of the Parent 531,981 536,726
The profit for the year of the Company was £193,245,000 (2022: £194,391,000).
The accompanying notes form part of these financial statements.
Registered Company number: 6426485
The financial statements were approved by the Board of Directors on 29 February 2024 and were signed on its behalf by:
Johan Svanstrom Alison Dolan
Director Director
Rightmove plc | Annual Report 2023 | 131
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
Consolidated statement of cash flows for the year ended 31 December 2023
Note
2023
£000
2022
£000
Cash flows from operating activities
Profit for the year 199,151 195,681
Adjustments for:
Depreciation charges 12 3,424 3,504
Amortisation charges 13 1,560 1,082
Financial income 7 (2,227) (381)
Financial expenses 8 491 442
Share-based payments 23 5,886 4,179
Income tax expense 9 60,618 45,601
Operating cash flow before changes in working capital 268,903 250,108
Increase in trade and other receivables 16 (4,503) (3,456)
Increase/(decrease) in trade and other payables 18 3,863 (1,883)
Increase in provisions 20 39
Increase in contract assets 4 (305) (334)
Increase/(decrease) in contract liabilities 4 211 (308)
Cash generated from operating activities 268,169 244,166
Financial expenses paid (479) (451)
Income taxes paid (60,979) (45,622)
Net cash from operating activities 206,711 198,093
Cash flows used in investing activities
Interest received on cash and cash equivalents 1,694 305
Increase in money market deposits (44)
Acquisition of property, plant and equipment 12 (2,018) (835)
Acquisition of intangible assets 13 (1,328) (2,015)
Net cash used in investing activities (1,652) (2,589)
Cash flows used in financing activities
Dividends 11 (71,651) (67,679)
Purchase of own shares for cancellation 21 (130,000) (129,981)
Purchase of own shares for share incentive plans 22 (1,998) (2,898)
Cost incurred on purchase of own shares 21 (922) (933)
Payment of principal portion of lease liabilities 19 (2,530) (2,391)
Proceeds on exercise of share-based incentives 594 482
Net cash used in financing activities (206,507) (203,400)
Net decrease in cash and cash equivalents (1,448) (7,896)
Cash and cash equivalents at 1 January 35,089 42,985
Cash and cash equivalents at 31 December 17 33,641 35,089
The accompanying notes form part of these financial statements.
132 | Rightmove plc | Annual Report 2023
Company statement of cash flows for the year ended 31 December 2023
Note
2023
£000
2022
£000
Cash flows from operating activities
Profit for the year 193,245 194,391
Adjustments for:
Dividends (199,039) (198,541)
Financial expenses 25 2,096 226
Share-based payments 23 1,644 879
Income tax credit (1,981) (858)
Operating cash flow before changes in working capital (4,035) (3,903)
Cash received on the transfer of the EBT 2 237
Increase in trade and other payables 18 4,272 3,903
Cash generated from operating activities 237
Interest received on cash and cash deposits 3
Cash generated from investing activities 3
Purchase of own shares for share incentive plans (725)
Cost incurred on purchase of own shares (9)
Proceeds on exercises of share-based incentives 594
Cash used in financing activities (140)
Net increase in cash and cash equivalents 100
Cash and cash equivalents at 1 January
Cash and cash equivalents at 31 December 17 100
The dividends paid from Rightmove plc were funded by Rightmove Group Limited.
The accompanying notes form part of these financial statements.
Rightmove plc | Annual Report 2023 | 133
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
Consolidated statement of changes in shareholders’ equity for the year ended 31 December 2023
Note
Share
capital
£000
Own
shares held
£000
Other
reserves
£000
Reverse
acquisition
reserve
£000
Retained
earnings
£000
Total
equity
£000
At 1 January 2022 860 (11,588) 434 138 80,688 70,532
Total comprehensive income
Profit for the year 195,681 195,681
Transactions with owners recorded directly in equity
Share-based payments 23 4,179 4,179
Tax credit in respect of share-based incentives
recognised directly in equity 9 (1,220) (1,220)
Dividends 11 (67,679) (67,679)
Exercise of share-based awards 22 588 (106) 482
Purchase of shares for share incentive plans 22 (2,898) (2,898)
Cancellation of own shares 21 (22) 22 (129,981) (129,981)
Costs of shares purchases 21 (933) (933)
At 31 December 2022 838 (13,898) 456 138 80,629 68,163
At 1 January 2023
838 (13,898) 456 138 80,629 68,163
Total comprehensive income
Profit for the year 199,151 199,151
Transactions with owners recorded directly in equity
Share-based payments 23 5,886 5,886
Tax charge in respect of share-based incentives
recognised directly in equity 9 133 133
Dividends 11 (71,651) (71,651)
Exercise of share-based incentives 22 2,156 (1,562) 594
Purchase of shares for share incentive plans 22 (1,998) (1,998)
Cancellation of own shares 21 (24) 24 (130,000) (130,000)
Costs of share purchases 21 (922) (922)
At 31 December 2023 814 (13,740) 480 138 81,664 69,356
The accompanying notes form part of these financial statements.
134 | Rightmove plc | Annual Report 2023
Company statement of changes in shareholders’ equity for the year ended 31 December 2023
Note
Share
capital
£000
Own
shares held
£000
Other
reserves
£000
Reverse
acquisition
reserve
£000
Retained
earnings
£000
Total
equity
£000
At 1 January 2022 860 (10,035) 24,164 103,520 419,731 538,240
Total comprehensive income
Profit for the year 194,391 194,391
Transactions with owners recorded directly in equity
Share-based payments 23 879 879
Tax credit in respect of share-based incentives
recognised directly in equity 9 (123) (123)
Share-based payments to subsidiary employees 14 3,156 3,156
Dividends to shareholders 11 (67,679) (67,679)
Transfer of shares to SIP (1,238) (1,238)
Exercise of share-based incentives 529 (529)
Cancellation of own shares 21 (22) 22 (129,981) (129,981)
Costs of share purchases 21 (919) (919)
At 31 December 2022 838 (10,744) 27,342 103,520 415,770 536,726
At 1 January 2023 838 (10,744) 27,342 103,520 415,770 536,726
Total comprehensive income
Profit for the year 193,245 193,245
Transactions with owners recorded directly in equity
Share-based payments 23 1,644 1,644
Tax charge in respect of share-based incentives
recognised directly in equity 9 100 100
Share-based payments to subsidiary employees 14 4,243 4,243
Dividends to shareholders 11 (71,651) (71,651)
Dividend in specie 25 (3,156) 3,156
Transfer to or Purchase of shares for the SIP 22 (1,998) (1,998)
Exercise of share-based incentives 22 2,156 (1,562) 594
Cancellation of own shares 21 (24) 24 (130,000) (130,000)
Costs of share purchases 21 (922) (922)
At 31 December 2023 814 (13,742) 31,609 103,520 409,780 531,981
The accompanying notes form part of these financial statements.
Rightmove plc | Annual Report 2023 | 135
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
1 General information, judgements and estimates
Rightmove plc (the Company) is a public limited company registered in England (Company no. 6426485) domiciled in the
United Kingdom (UK). The consolidated financial statements of the Company as at and for the year ended 31 December 2023
comprise the Company and its interest in its subsidiaries (together referred to as ‘the Group’). Its principal business is the
operation of the Rightmove platforms, which have the largest audience of any UK property portal (as measured by time on
site). The consolidated financial statements of the Group as at and for the year ended 31 December 2023 are available upon
request from the Company Secretary from the Company’s registered office at 2 Caldecotte Lake Business Park, Caldecotte
Lake Drive, Caldecotte, Milton Keynes, MK7 8LE or are available on the corporate website at plc.rightmove.co.uk.
Statement of compliance
The Group and Company financial statements have been prepared and approved by the Board of Directors in accordance with
UK-adopted international accounting standards (IFRS). The consolidated financial statements were authorised for issue by
the Board of Directors on 29 February 2024.
Basis of preparation
The accounts have been prepared in accordance with UK-adopted international accounting standards and the requirements
of the Companies Act 2006. On publishing the Company financial statements here together with the Group financial
statements, the Company is taking advantage of the exemption in section 408 of the Companies Act 2006 not to present
its individual statement of comprehensive income and related notes that form a part of these approved financial statements.
The financial statements have been prepared on an historical cost basis.
Climate change
In preparing the financial statements, the Directors have considered the impact of climate change, particularly in the context
of the climate change risks identified in the Sustainability section of the Strategic Report and the Group’s stated target of net
zero carbon emissions by 2040. These considerations did not have a material impact on the financial reporting judgements
and estimates in the current year. This reflects the conclusion that climate change is not expected to have a significant impact
on the Group’s short-term or medium-term cash flows including those considered in the going concern and viability
assessments, impairment assessments of the carrying value of non-current assets and the estimates of future profitability
used in our assessment of the recoverability of deferred tax assets.
Basis of consolidation
Subsidiaries are entities controlled by the Group. Control exists when the Group has existing rights that give it the ability
to direct the relevant activities of an entity and affect the returns the Group will receive as a result of its involvement with
the entity. In assessing control, potential voting rights that are currently exercisable or convertible are taken into account.
The financial statements of subsidiaries are included in the consolidated financial statements from the date that control
commences until the date that control ceases.
Alternative performance measures
In the analysis of the Group’s financial performance, certain information disclosed in the financial statements may be
prepared on a non-GAAP basis or have been derived from amounts calculated in accordance with IFRS but are not themselves
an expressly permitted GAAP measure. These measures are reported in line with the way in which financial information is
analysed by management and designed to increase comparability of the Group’s year-on-year financial position, based on its
operational activity. The key alternative performance measures presented by the Group are:
Underlying profit: which is defined as profit for the year before share-based payments charges (including the related National
Insurance and appropriate tax adjustments);
Underlying operating profit: which is defined as operating profit before share-based payments charges (including the related
National Insurance);
Underlying basic earnings per share (EPS): which is defined as underlying profit divided by the weighted average number of
ordinary shares outstanding during the period;
Underlying costs: which is defined as administrative expenses before share-based payments charges (including the related
National Insurance); and
Underlying operating margin: which is defined as the underlying operating profit as a percentage of revenue.
The Directors believe that these alternative performance measures provide a more appropriate measure of the Group’s
business performance, as share-based payments are a non-cash charge that is not entirely driven by the principal operational
activity of the Group. The Directors therefore consider underlying operating profit to be the most appropriate indicator of the
performance of the business and year-on-year trends.
Notes forming part of the financial statements
136 | Rightmove plc | Annual Report 2023
1 General information, judgements and estimates continued
A reconciliation of the underlying performance measures to the GAAP measures are shown below:
Underlying profit
A reconciliation of the profit for the year to the underlying profit is presented below:
2023 2022 £000£000Profit for the year 199,151 195,681Share-based incentives charge 5,886 4,179NI on share-based incentives 651 (110)Impact on tax charge (1,008) (999)Underlying profit 204,680 198,751
Underlying profit is used instead of profit to calculate the underlying basic earnings per share: which is underlying profit
divided by the weighted average number of ordinary shares in issue for the period, whereas earnings per share is profit for
the year divided by the weighted average number of ordinary shares in issue for the period (Note 10).
Underlying operating profit
A reconciliation of the operating profit to the underlying operating profit is presented below:
2023 2022 £000£000Operating profit 258,033 241,343Share-based incentives charge 5,886 4,179NI on share-based incentives 651 (110)Underlying operating profit 264,570 245,412
Underlying operating profit is used to calculate the underlying operating margin: which is underlying operating profit as a
proportion of revenue, whereas the operating margin is calculated as operating profit as a proportion of revenue.
Underlying costs
A reconciliation of the administrative expenses to the underlying costs is presented below:
2023 2022 £000£000Administration expenses 106,283 91,279Share-based incentives charge (5,886) (4,179)NI on share-based incentives (651) 110Underlying costs 99,746 87,210
Going concern
The Directors have performed a detailed going concern review and tested the Group’s liquidity in a range of scenarios, as set
out below.
Throughout the period, the Group was debt-free, remained highly cash generative and had a cash balance of £33.6m and
money market deposits of £5.2m at 31 December 2023 (31 December 2022: cash balance of £35.1m and money market
deposits of £5.0m).
The Group bought back shares to the value of £130.0m during the period (2022: £130.0m) and paid dividends totalling
£71.7m in May and October 2023 (2022: £67.7m).
In reaching its assessment on going concern, the Directors have used the most recent Board approved forecasts for the Group
for the period to 30 June 2025 (‘the going concern period’), which have been modelled to reflect the expected impact of current
economic conditions on trading, as set out in these financial statements.
Notes continued
Rightmove plc | Annual Report 2023 | 137
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
1 General information, judgements and estimates continued
In stress testing the future cash flows of the Group, the Directors modelled a range of scenarios which considered the effect on
the Group of reductions of varying severity in the number of housing transactions for the period to 30 June 2025 and modelled
the likely timing of cashflows from our customers during the going concern period.
These included severe but plausible downside scenarios that are considered to pose the greatest threat to the business model
and future performance of the Group, such as: an economic shock, increased competition and new disruptive technologies, or
a cyber threat. The model considered the impact of changes in the key drivers of the Group’s revenues, including customer
numbers and average revenue per advertiser (ARPA) – one scenario being a 30% reduction in revenue. Cost assumptions were
also considered in each of the severe but plausible scenarios, including an increase in marketing costs and IT costs, employee
recruitment and retention costs, and higher spend on innovation and protection of the platform. The scenarios were stress tested
individually and in combination. In all combinations of the scenarios tested, the Group remained cash positive and debt-free.
The Directors also reviewed the results of a reverse stress test, which was undertaken to provide an illustration of the
scenario required to exhaust cash balances. The possibility of this scenario arising was assessed to be highly remote and
could arise only in extreme circumstances, much more severe than the scenarios modelled above.
The Directors are confident that the Group will remain cash positive and will have sufficient funds to continue to meet its
liabilities as they fall due for at least the period to 30 June 2025 and have therefore prepared the financial statements on a going
concern basis.
Judgements and estimates
The preparation of the consolidated and Company financial statements in accordance with UK-Adopted International
accounting standards and the requirements of Companies Act 2006 requires management to make judgements, estimates and
assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and
expenses. The estimates and associated assumptions are based on historical experience, and various other factors that are
believed to be reasonable under the circumstances, the results of which form the basis of making judgements about carrying
values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimate is revised and in any future periods, if applicable.
Management has determined that there are no areas of estimation uncertainty that have a significant risk of resulting in a
material adjustment to the carrying amounts of assets and liabilities within the next financial year or critical judgements in
applying accounting policies that have a significant effect on the amounts recognised in the consolidated and Company
financial statements.
2 Material accounting policy information
New and revised standards and interpretations
There were no new standards adopted by the group that had a material impact during the year.
The IASB have issued a number of amendments to IFRS that become mandatory in the period:
IAS 1 regarding accounting policies;
IFRS 17 in relation to accounting for insurance contracts;
IAS 8 amendment to the definition of accounting estimates;
IAS 12 amendments in relation to deferred tax related to assets and liabilities arising from a single transaction, including
leases and the impact of Pillar Two Model Rules.
Except for IAS 1, these amendments are either not applicable or have only an immaterial impact on the Group. The Group is
not in scope for Pillar Two rules, as it does not meet the threshold of annual revenue of 750 million Euros and therefore the
amendment to IAS12 in relation to Pillar Two has no impact.
The Group has evaluated further amendments to IFRS that become mandatory in subsequent periods and assessed that
there are no standards that are issued, but not yet effective, that would be expected to have a material impact on the Group
in the current or future reporting periods nor on foreseeable future transactions.
Existing accounting policies
The following accounting policies applied by the Group in these consolidated financial statements are the same as those
applied by the Group in its consolidated financial statements as at and for the prior year ended 31 December 2022 except for
those disclosed above that are applicable from 1 January 2023.
138 | Rightmove plc | Annual Report 2023
2 Material accounting policy information continued
Revenue
Revenue principally represents the amounts receivable from customers in respect of property products, primarily
membership of the Rightmove platforms, together with the provision of tenant referencing and rent guarantee insurance.
Rightmove also provides non-property services, which includes Data Services and Third-Party advertising.
Revenue is recognised based upon the transaction price specified in a contract with a customer. It is recognised at the point
when the performance obligations are satisfied, through providing a customer with access to the Rightmove platforms and or
products or other services.
(i) Property products: membership of Rightmove platforms
For membership listing services, customers pay monthly subscriptions to list their properties on the Rightmove platforms.
Contracts for these services are per branch location or branch equivalent for Agency, Commercial and Overseas customers
and per development for New Homes and Built for Rent customers. They vary in length from one month to five years but are
typically for periods of six to 12 months.
Performance obligations are satisfied, and revenue recognised, from the point at which the customer has access to the
platform to allow them to list their properties. Subscription revenue is spread over the life of the contract. Agency, Overseas
and Commercial services are typically billed monthly in advance, from the point the customer gains access to the platform,
and New Homes and Built for Rent developers are billed monthly in arrears.
Customers have the option to enhance their property listings and presence on Rightmove through purchasing additional
advertising products. For products that provide enhanced brand exposure over a period of time, revenue is recognised over
the life of the product, from the point the customer gains access to the product. Invoices are sent on a monthly basis, in line
with the core listing services. For products with a one-off usage basis, revenue is recognised at the end of the month during
which the customer chose to apply and use the product.
Discounts may be offered to customers as part of membership or package offers, on a pro-rata basis, and are taken into
consideration in the transaction price for each product.
(ii) Property products: provision of tenant referencing and insurance broking commission
Referencing revenue relates to the supply of tenant referencing services, primarily to lettings agency customers.
Performance obligations are satisfied, and revenue is recognised, at the end of the month during which the tenant referencing
service is completed and the final report is passed to the customer.
Revenue related to insurance broking commission is generated on the sale of rent guarantee insurance to lettings agents and
landlord customers, where Rightmove acts as an agent. Revenue is recognised at the start date of the insurance policy
purchased and represents the commissions earned.
(iii) Non-property products
Data Services revenue relates to fees generated for a variety of different data and valuation products and tools. Where the
contract gives a customer access to use Rightmove’s property tools, revenue is recognised on a monthly basis, over the life
of the product, from the point the customer gains access to the tools. Where the contract is to provide the customer with
specific data, revenue is recognised at the point that the data is transferred to the customer.
Discounts may be offered to customers on a pro-rata basis and are taken into consideration in the transaction price for each
performance obligation.
Third-Party advertising revenue represents amounts paid by customers to advertise non-property products on the
Rightmove platforms. Performance obligations are met once a customer is actively advertising on the Rightmove platform.
Revenue is recognised on a monthly basis over the life of the contract. A small number of arrangements with Third-Party
customers mean that Rightmove is acting as an agent, in a principal-agency relationship. In any case where the Group is acting
as an agent, revenue is recognised as a net amount, reflecting the margin earned.
Contract assets and liabilities
Contract assets relate to the Group’s rights to consideration for services that have been provided at the reporting date.
Contract assets are transferred to receivables when the rights to consideration have become unconditional.
Contract liabilities relate to the advance consideration received from Estate Agency, Overseas and Commercial customers,
for which revenue is recognised at a later date, as or when the services are provided.
Notes continued
Rightmove plc | Annual Report 2023 | 139
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
2 Material accounting policy information continued
Investments
Investment in subsidiaries are held in the parent company financial statements at cost, plus any capital contribution to the
subsidiaries, less any provision for impairment. Further information is included in Note 14.
Intangible assets
(i) Goodwill
Goodwill arising on a business combination represents the difference between the fair value of the consideration paid and the
fair value of the net identifiable assets acquired and is included in intangible assets.
Goodwill is stated at cost less any accumulated impairment losses. Goodwill is tested annually for impairment.
(ii) Research and development
The Group undertakes research and development expenditure in view of developing new products and improving the existing
property platforms. Expenditure on research activities, undertaken with the prospect of gaining new technical knowledge and
understanding, is recognised in the income statement as incurred.
Development costs that are directly attributable to the design and testing of identifiable and unique software products, websites
and systems controlled by the Group are capitalised and recognised as intangible assets when the following criteria are met: it is
technically feasible to complete the software product or website so that it will be available for use; management intends to
complete the software product or website and use or sell it; there is an ability to use or sell the software product or website; it
can be demonstrated how the software product or website will generate probable future economic benefits; adequate technical,
financial and other resources to complete the development and to use or sell the software product or website are available; and,
the expenditure attributable to the software product or website during its development can be reliably measured.
Development costs, which include employee and contractor costs, are capitalised only from the point when we believe it is
probable the development is technically feasible and the software will be used to perform the function intended.
Technological feasibility is typically reached once all research has been completed and high risks – such as novel, unique,
unproven functions and features or technological innovations – have been investigated and resolved.
Other development expenditures that do not meet these criteria, such as costs related to the preliminary project stage and
post-implementation activities, as well as ongoing maintenance and costs associated with routine upgrades and
enhancements, are recognised as an expense as incurred.
Development costs for software, websites and systems are carried at cost less accumulated amortisation and are amortised on
a straight-line basis over their useful lives (not exceeding five years) at the point in which they come into use. When internal-use
software that was previously capitalised is abandoned, the cost less the accumulated amortisation, if any, is recorded as an
expense. Fully amortised capitalised internal-use software costs are removed from their respective accounts.
(iii) Computer software and licences
Computer software and externally acquired software licences are capitalised and stated at cost less accumulated
amortisation and impairment losses. Amortisation is charged from the date the asset is available for use. Amortisation is
provided to write off the cost less the estimated residual value of the computer software or licence by equal annual
instalments over its estimated useful economic life as follows:
Computer software 20.0% – 33.3% per annum
Software licences 20.0% – 33.3% per annum
(iv) Customer relationships
The customer relationships identified on the acquisition of Rightmove Landlord & Tenant Services are valued using the
income approach, calculating the multi-period excess earnings. Amortisation is expensed in the income statement on a
straight-line basis over the estimated useful economic life of 10 years.
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. Capitalised costs
are held as an asset in progress until such point that the asset is brought into use, at which point it is transferred to the
appropriate property, plant and equipment category and depreciation is charged. Depreciation is provided to write off the
cost less the estimated residual value of property, plant and equipment by equal annual instalments over their estimated
useful economic lives as follows:
140 | Rightmove plc | Annual Report 2023
2 Material accounting policy information continued
Office equipment, fixtures and fittings 20.0% per annum
Computer equipment 20.0% – 33.3% per annum
Motor vehicles 33.3% per annum
Leasehold improvements remaining life of the lease
Impairment
The carrying value of property, plant and equipment, and intangible assets other than goodwill is reviewed at each reporting
date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable
amount is estimated. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its
recoverable amount.
Goodwill is not subject to amortisation but is tested for impairment annually and whenever there is an indication that it might
be impaired. An impairment loss is recognised for the amount by which the carrying value of the asset exceeds its recoverable
amount.
The carrying amounts of the Group’s non-financial assets, other than deferred tax assets, are reviewed at each reporting date
to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount
is estimated.
The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate
that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does
not generate largely independent cash flows, the recoverable amount is determined for the cash generating unit to which the
asset belongs.
For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group
of assets that generate cash inflows from continuing use that are largely independent of the cash inflows of other assets or
groups of assets (the “cash-generating unit”). The goodwill acquired in a business combination, for the purpose of impairment
testing, is allocated to cash-generating units (or “CGUs”). Goodwill acquired in a business combination is allocated to groups
of CGUs that are expected to benefit from the synergies of the combination.
An impairment loss is recognised if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount.
Impairment losses are recognised in the income statement. Impairment losses recognised in respect of CGUs are allocated
first to reduce the carrying amount of any goodwill allocated to the units, and then to reduce the carrying amounts of the
other assets in the unit (group of units) on a pro-rata basis.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits with original maturities of three months or less.
Where the original maturity exceeds three months, amounts are classified as money market deposits and presented
separately within the Balance Sheet.
Provisions
A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be
reliably estimated and it is probable that an outflow of economic benefits will be required to settle the obligation.
Dilapidation provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current
market assessments of the time value of money and the risks specific to the liability.
Leases
When a contractual arrangement contains a lease, the Group recognises a lease liability and a corresponding right of use asset
at the commencement of the lease.
At the commencement date the lease liability is measured at the present value of the future lease payments, discounted using
the Group’s incremental borrowing rate where the interest rate in the lease is not readily determined. Subsequently, the lease
liability is adjusted by increasing the carrying amount to reflect interest on the lease liability, reducing the carrying amount to
reflect the lease payments made and remeasuring the carrying amount to reflect any reassessment or lease modifications.
The lease term is determined from the commencement date of the lease and covers the non-cancellable term. If the Group
has an extension option, which it considers it reasonably certain to exercise, then the lease term will be considered to extend
Notes continued
Rightmove plc | Annual Report 2023 | 141
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
2 Material accounting policy information continued
beyond that non-cancellable period. If the Group has a termination option, which it considers it is reasonably certain to
exercise, then the lease term will be considered to be until the point the termination option will take effect.
At the commencement date the right of use asset is measured at an amount equal to the lease liability plus any lease
payments made before the commencement date and any initial direct costs, less any lease incentive payments. An estimate
of costs to be incurred in restoring an asset, in accordance with the terms of the lease, is also included in the right of use asset
at initial recognition. Subsequently, the right of use asset is depreciated over the life of the lease term.
An adjustment is also made to the right of use asset to reflect any remeasurement of the corresponding lease liability.
The right of use assets are also subject to impairment testing under IAS 36. Short-term leases and low value leases are not
recognised as lease liabilities and right of use assets but are recognised as an expense straight line over the lease term.
Employee benefits
(i) Pensions
The Group provides access to stakeholder pension schemes (defined contribution pension plans). Obligations for
contributions to defined contribution pension plans are recognised as an employee benefit expense in the income statement
when they are incurred.
(ii) Employee share schemes
The Group provides share-based incentive plans allowing Executive Directors and other employees to acquire shares in the
Company. An expense is recognised in the income statement, with a corresponding increase in equity, over the period during
which the employees become unconditionally entitled to acquire equity settled share-based incentives.
Fair value at the grant date is measured using either the Monte Carlo or Black Scholes pricing model as is most appropriate
for each scheme. Measurement inputs include: share price on measurement date; exercise price of the instrument; expected
volatility (based on weighted average historic volatility adjusted for changes expected due to publicly available information);
weighted average expected life of the instruments (based on historical experience and general option behaviour); expected
dividends; and, risk-free interest rates (based on Government bonds). Service and non-market performance conditions
attached to the awards are not taken into account in determining the fair value of the individual shares awarded.
For share-based incentive awards with non-vesting conditions, the grant date fair value of the share-based incentives is
measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes. When
either the employee or the Company chooses not to meet the non-vesting condition, the failure to meet the non-vesting
condition is treated as a cancellation and the cost that would have been recognised over the remainder of the vesting period
is recognised immediately in the income statement. For awards with market-related performance criteria (such as TSR), an
expense is recognised over the vesting period irrespective of whether the market condition is satisfied.
Share awards to employees are made by the Company and treated as equity settled share-based payments: share-based
payments awards which are shareholder approved schemes (DSP and PSP) are settled via Treasury shares for employees.
EBT shares are used for the non-shareholder approved schemes (RSP) and for the SAYE shares. The SIP shares are used to
settle the SIP award of free shares to employees.
(iii) Own shares held by The Rightmove Employee Share Trust (EBT)
The Group put in place an employee benefit trust (EBT) several years ago. The EBT was sponsored and funded by the parent
company at the time, which was Rightmove Group Limited. Whilst the Group was since restructured under a new topco –
the Company Rightmove plc – the sponsorship of the trust was not changed and the EBT shares were held in the subsidiary
Rightmove Group Limited until 1 January 2023. At this point, the sponsorship of the trust was transferred to Rightmove plc
via a dividend in specie. EBT transactions are now treated as being those of Rightmove plc, rather than of Rightmove Group
Limited, and are charged directly to equity. There is no impact on the consolidated Group position.
(iv) Own shares held by The Rightmove Share Incentive Plan Trust (SIP)
The Company established the Rightmove Share Incentive Plan Trust (SIP) in November 2014. The SIP is treated as an agent
of Rightmove plc, and as such SIP transactions are treated as being those of Rightmove plc and are therefore reflected in the
Group’s consolidated financial statements. At a consolidated level, the SIP’s purchases of shares in the Company are charged
directly to equity.
(v) Own shares held by Treasury
The company bought the Treasury shares in 2008 and these shares may be used to satisfy shareholder approved share-based
incentive awards.
142 | Rightmove plc | Annual Report 2023
2 Material accounting policy information continued
(vi) National Insurance (NI) on share-based incentives
Employer’s NI is accrued, where applicable, at a rate of 13.8%, which management expects to be the prevailing rate when
share-based incentives are exercised. In the case of share options, it is provided on the difference between the share price at
the reporting date and the average exercise price of share options. In the case of nil cost performance shares and deferred
shares, it is provided based on the share price at the reporting date. The NI on share-based payments in relation to the
exercise of the shares is charged to the income statement over the vesting period of the award.
Treasury shares and shares purchased for cancellation
When share capital recognised as equity is repurchased, the amount of the consideration paid, including directly attributable
costs, is recognised as a deduction from equity. Repurchased shares are either held in treasury or cancelled.
Financial instruments
Under IFRS 9, on initial recognition, a financial asset is classified and measured at: amortised cost, fair value through profit or
loss, or fair value though other comprehensive income.
A financial asset is measured at amortised cost if it meets both of the following conditions: it is held within a business model
whose objective is to hold assets to collect contractual cash flows; and its contractual terms give rise on specified dates to
cash flows that are solely payments of principal and interest on the principal amount outstanding.
Under IFRS 9, trade receivables including contract assets, without a significant financing component, are classified and held
at amortised cost, being initially measured at the transaction price and subsequently measured at amortised cost less any
impairment loss.
The Group has elected to measure loss allowances for trade receivables and contract assets at an amount equal to lifetime
expected credit losses (‘ECLs’). Credit losses are measured as the present value of all cash shortfalls (i.e. the difference
between the cash flows due to the entity in accordance with the contract and the cash flows that the Group expects to receive).
The Group assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due.
The Group assesses whether a financial asset is in default on a case by case basis when it becomes probable that the customer
is unlikely to pay its credit obligations. The gross carrying amount of a financial asset is written off when the Group has no
reasonable expectations of recovering a financial asset in its entirety or a portion thereof. For all customers, the Group
individually makes an assessment with respect to the timing and amount of write-off based on whether there is a reasonable
expectation of recovery. The Group expects no significant recovery from the amount written off. However, financial assets that
are written off could still be subject to enforcement activities in order to comply with the Group’s procedures for recovery of
amounts due.
When required, ECLs are adjusted to include any macro-economic factors. At each reporting date, the Group assesses
whether financial assets carried at amortised cost are ‘credit-impaired’. A financial asset is ‘credit-impaired’ when one or
more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.
Financial assets are derecognised when the rights to receive cash flows from the asset have expired or the Group has
transferred its rights to receive cash flows from the asset.
On initial recognition financial liabilities are measured at fair value, they are classified and subsequently measured at
amortised cost. Financial liabilities measured at amortised cost include trade and other payables and lease liabilities.
Financial liabilities are derecognised when the obligation under the liability is discharged, cancelled or expires.
Segmental reporting
Rightmove has one reportable segment, being the consolidated result. Whilst the Chief Operating Decision Maker separately
monitors revenue for different business units, they do not separately monitor business unit profit, operating costs, financial
income, financial expenses and income taxes for these areas of the business, instead monitoring this on a consolidated level.
The Group presents internal financial information that measures business performance to the Chief Executive Officer, who is
the Group’s Chief Operating Decision Maker. This information is used for the purpose of making decisions about resources to
be allocated and of assessing performance. This financial information includes information on revenue performance and
specific monitoring of trade receivable levels for each of the following business units:
Agency, which provides resale and lettings property advertising services on Rightmove’s platforms;
New Homes, which provides property advertising services to new home developers and housing associations on
Rightmove’s platforms; and
Notes continued
Rightmove plc | Annual Report 2023 | 143
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
2 Material accounting policy information continued
Other, which comprises Overseas and Commercial property advertising services; non-property advertising services which
include our Third-Party advertising and Data Services; and the new mortgages business.
All revenues in all periods are derived from third parties. The disaggregated revenue is included within Note 4.
Financial income and expenses
Financial income comprises interest receivable on cash balances and money market deposits and dividend income. Interest
income is recognised as it accrues, using the effective interest method. Dividend income is recognised on the date that the
Company’s right to receive payment is established.
Financial expenses comprise banking fees and bank charges and the unwinding of the discount on provisions and lease liabilities.
Taxation
Income tax on the results for the year comprises current and deferred tax. Income tax is recognised in the income statement
except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the period net of any charge or credit posted directly to
equity, using tax rates enacted or substantively enacted at the reporting date and any adjustment to tax payable in respect
of previous periods.
Deferred tax is provided in respect of temporary difference between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for tax purposes. The amount of deferred tax provided is based on the expected
manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively
enacted at the reporting date. A deferred tax asset is recognised only to the extent that it is probable that future taxable
profits will be available against which the asset can be utilised.
The following temporary differences are not provided for: the initial recognition of goodwill; the initial recognition of other
assets or liabilities in a transaction that affects neither the taxable profit nor the accounting profit, other than in a business
combination; and the differences relating to investments in subsidiaries to the extent that the parent company is able to
control the reversal and it is probable that the temporary difference will not reverse in the foreseeable future. Following the
amendment to IAS 12, the initial recognition exception no longer applies to lease transactions which give rise to equal taxable
and deductible temporary differences. However, as the tax deductions relate to the lease assets, no temporary differences
arose on these at initial recognition.
In accordance with IAS 12, the Group policy in relation to the recognition of deferred tax on the exercise of share-based
incentives is to include the income tax effect of the tax deduction in the income statement, up to the value of the income tax
charge on the cumulative IFRS 2 charge. The remainder of the income tax effect of the tax deduction is recognised in equity.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against
current tax liabilities and it is the intention to settle these on a net basis.
Dividends
Dividends unpaid at the reporting date are only recognised as a liability (and deduction to equity) at that date to the extent
that they are appropriately authorised and are no longer at the discretion of the Company. Unpaid dividends that do not meet
these criteria are disclosed in the notes to the financial statements.
Earnings per share (EPS)
The Group presents basic and diluted EPS data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss
attributable to equity holders of the Company by the weighted average number of ordinary shares outstanding during the
year, adjusted for own shares held. For diluted EPS, the weighted average number of ordinary shares in issue is adjusted to
assume conversion of all potentially dilutive shares. The Group’s potential dilutive instruments are in respect of share-based
incentives granted to employees, which will be settled by ordinary shares held by the EBT, the SIP and shares held in treasury.
144 | Rightmove plc | Annual Report 2023
3 Risk and capital management
Overview
The Group has exposure to the following risks from its use of financial instruments:
credit risk
liquidity risk
market risk
This note presents information about the Group and Company’s exposure to each of the above risks, the Group’s objectives,
policies and processes for measuring and managing risk and the Group’s management of capital. Further quantitative
disclosures are included throughout these consolidated financial statements.
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or banking institution fails to meet its contractual obligations.
The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The Group
provides credit to customers in the normal course of business. The Group provides its services to a wide range of customers
in the UK and overseas and therefore believes it has no material concentration of credit risk.
The majority of the Group’s customers pay via monthly direct debit, minimising the risk of non-payment. The Group
establishes an expected credit loss that represents its estimate of losses in respect of trade and other receivables, including
contract assets. Further details of these are given in Note 24.
The Group’s treasury policy is to monitor cash and deposit balances on a daily basis and to manage counterparty risk by
ensuring that no more than £50,000,000 is held with any single institution.
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulties in meeting the obligations associated with its financial
liabilities that are settled by delivering cash. The Group and Company’s approach to managing liquidity is to ensure, as far as
possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions,
without incurring unacceptable losses or risking damage to the Group’s reputation.
The Group’s revenue model is largely subscription-based, which results in a regular level of cash conversion allowing it to
service working capital requirements.
The Group and Company ensure that they have sufficient cash on demand to meet expected operational expenses, excluding
the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters. Throughout
the year, the Group typically had sufficient cash on demand to meet operational expenses, before financing activities, for a
period of 152 days (2022: 179 days).
Market risk
Market risk is the risk that changes in market prices such as foreign exchange and interest rates will affect the Group’s
income. The objective of market risk management is to manage and control market risk exposures within acceptable
parameters, while optimising the return on risk.
(i) Currency risk
All of the Group’s sales and more than 97% (2022: 97%) of the Group’s purchases are sterling denominated, accordingly it
has no significant currency risk.
(ii) Interest rate risk
The Group has interest bearing lease liabilities, although the interest on these is insignificant. The Group is exposed to interest
rate risk on cash and money market deposit balances. The Company has no interest bearing financial liabilities, other than
intercompany payables with its subsidiary Rightmove Group Limited.
Capital management
The Board’s policy is to maintain an efficient statement of financial position - to maintain investor, creditor and market
confidence and to sustain future development of the business. The Board of Directors considers that the future working
capital and capital expenditure requirements of the Group will continue to be low and accordingly return on capital measures
are not key performance targets. The Board of Directors monitors the spread of the Company’s shareholders as well as basic
EPS. The Board’s policy is to return surplus capital to shareholders through a combination of dividends and share buybacks.
Notes continued
Rightmove plc | Annual Report 2023 | 145
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
3 Risk and capital management continued
(i) Dividend policy
The Board of Directors has a progressive dividend policy and monitors the level of dividends to ordinary shareholders relative
to the growth in underlying profit. The Board has adopted this policy to align shareholder returns with the underlying growth
achieved in the profitability of the Company.
The capacity of the Company to make dividend payments is primarily determined by the level of available retained earnings
in the Company, after deduction of own shares held, and the cash resources of the Group. The retained earnings of the
Company, after deduction of own shares held, are £396,038,000 (2022: £405,026,000) as set out in the Company statement
of changes in shareholders’ equity. At 31 December 2023, the Group had cash of £33,641,000 (2022: £35,089,000) and money
market deposits of £5,224,000 (2022: £5,047,000), the majority of which is held by the principal operating subsidiary,
Rightmove Group Limited. The Company is well positioned to fund its future dividends given the strong cash generative
nature of the business. In 2023, cash generated from operating activities was £268,181,000 (2022: £244,166,000)
representing an operating cash conversion rate of 104% (2022: 101%) where operating cash conversion is defined as
the cashflow from operating activities divided by the operating profit for the year.
(ii) Share buybacks
The Company purchases its own shares in the market; the timing of which depends on available free cash flow and market
conditions. In 2023, 23,951,466 (2022: 22,277,147) shares were bought back at an average price of £5.43 (2022: £5.83) and
were cancelled (Note 21).
There were no changes in the Group’s approach to capital management during the year. Neither the Company nor any of
its subsidiaries are subject to externally imposed capital requirements.
4 Revenue
The Group’s operations and main revenue streams are those described in these annual financial statements. The Group’s
revenue is derived from contracts with customers.
Disaggregation of revenue
In the following table, revenue is disaggregated by property and non-property advertising revenue. The table also includes a
reconciliation of the disaggregated revenue with the Group’s business units.
Agency New Homes Other Total Year ended 31 December 2023£000£000£000£000Revenue streamProperty products 261,954 66,447 18,877 347,278Non-property products 17,038 17,038261,954 66,447 35,915 364,316Agency New Homes Other Total Year ended 31 December 2022£000£000£000£000Revenue streamProperty products 247,310 52,588 17,254 317,152Non-property products 15,470 15,470247,310 52,588 32,724 332,622
146 | Rightmove plc | Annual Report 2023
4 Revenue continued
Geographic information
In presenting information geographically, revenue and assets reflect the physical location of customers.
2023 2022RevenueTrade receivablesRevenueTrade receivablesGroup£000£000£000£000UK 358,470 24,480 327,188 20,880Rest of the world 5,846 11 5,434 29364,316 24,491 332,622 20,909
Contract balances
The contract assets primarily relate to the Group’s rights to consideration for services provided but not invoiced at the reporting
date. The contract assets are transferred to trade receivables when invoiced and the rights have become unconditional.
The contract liabilities primarily relate to the advance consideration received from Agency, Overseas and Commercial
customers, for which revenue is recognised as or when the services are provided.
The following table provides information about contract assets and contract liabilities from contracts with customers:
Contract Contract assets liabilities £000£000Contract balances as at 31 December 2021 120 (2,633)Performance obligations satisfied in 2021 (120) Performance obligations satisfied in 2022 2,623Accrued/(deferred) during 2022 454 (2,315)Contract balances as at 31 December 2022 454 (2,325)Performance obligations satisfied in 2022 (454) Performance obligations satisfied in 2023 2,114Accrued/(deferred) during 2023 759 (2,325)Contract balances as at 31 December 2023 759 (2,536)
5 Operating profit
2023 2022 Note£000£000Operating profit is stated after charging:Employee benefits 6 54,544 45,474Depreciation of property, plant and equipment 12 3,424 3,504Amortisation of intangibles 13 1,560 1,082Trade receivables impairment charge 24 1,712 733
Auditor’s remuneration 2023 2022 £000£000Fees payable to the Company’s auditor in respect of the auditAudit of the Company’s financial statements 55 140Audit of the Company’s subsidiaries pursuant to legislation 345 310Total audit remuneration 400 450
Notes continued
Rightmove plc | Annual Report 2023 | 147
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
2023 2022 £000£000Fees payable to the Company’s auditor in respect of non-audit related servicesHalf-year review of the condensed financial statements 40 40All other services 10Total non-audit remuneration 40 50
There were no other fees payable to Ernst & Young LLP (2022: no other fees payable).
6 Employee numbers and costs
The average number of persons employed (including Executive Directors) during the year, analysed by category,
was as follows:
2023 2022Number of employeesAdministration 686 606Management 41 41727 647
The average number of employees in the parent company were 10 (2022: 10), including six Non-Executive Directors
(2022: six) and four employees within management roles (2022: four).
The aggregate payroll costs of these persons were as follows:Group Company2023 2022 2023 2022 £000£000£000£000Wages and salaries 46,420 38,396 2,512 1,593Social security costs 5,768 5,111 424 264Pension costs 2,356 1,967 74 4854,544 45,474 3,010 1,905Share-based payments cost (Note 23) 6,537 4,069 1,883 846Total 61,081 49,543 4,893 2,751
Wages and salaries include £20,897,000 (2022: £15,927,000) relating to the product development and technology teams; these
teams spend a proportion of their time on research and development activities, including innovation of our product proposition
and enhancements to the Rightmove platforms, as well as on routine maintenance of the platforms. Social security costs only
include the National Insurance on wages and salaries; the National Insurance charge of £651,000 (2022: credit of £110,000)
relating to NI on share-based incentives is included within the share-based payments cost shown above.
7 Financial income
2023 2022 £000 £000Interest income on cash and cash equivalents 2,050 337Interest income on money market deposits 177 442,227 381
5 Operating profit continued
148 | Rightmove plc | Annual Report 2023
8 Financial expenses2023 2022 £000 £000Bank charges 287 219Interest unwind on lease and other liabilities 204 223491 442
9 Income tax expense
2023 2022 £000 £000Current tax expenseCurrent year 61,324 46,041Adjustment to current tax charge in respect of prior years 149 10261,473 46,143Deferred tax (Note 15)Origination and reversal of temporary differences (455) (195)Adjustment to deferred tax in respect of prior years (324) (85)Increase in tax rate at which deferred tax is being recognised (76) (262)(855) (542)Total income tax expense 60,618 45,601
Income tax credit recognised directly in equity2023 2022 £000 £000Current taxShare-based incentives (30) (28)Deferred tax Share-based incentives (95) 1,180Increase in tax rate at which deferred tax is being recognised (8) 68(103) 1,248Total income tax (credit)/charge recognised directly in equity (133) 1,220
Total income tax recognised directly in equity in respect of the Company was a credit of £100,000 (2022: a charge of £123,000).
Notes continued
Rightmove plc | Annual Report 2023 | 149
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
9 Income tax expense continued
Reconciliation of effective tax rate
The Group’s consolidated effective tax rate for the year ended 31 December 2023 is 23.3% (2022: 18.9%) which is lower than
(2022: lower than) the standard rate of Corporation Tax in the UK due to the items shown below:
2023 2022 £000 £000Profit before tax 259,769 241,282Current tax at 23.5% (2022: 19.0%) 61,098 45,844Increase in tax rate at which deferred tax is being provided (76) (262)(Non taxable income)/Net non-deductible expenses (44) 16Adjustment to deferred tax charge in respect of prior years (324) (85)Share-based incentives (167) Adjustment to current tax charge in respect of prior years 149 102Difference between the current and deferred tax rates (18) (14)60,618 45,601
Factors affecting future tax charge
The increase in the UK Corporation Tax rate from 19% to 25% was effective 1 April 2023 (substantively enacted on
24 May 2021). This has increased the Company’s future current tax charge accordingly. The deferred tax at 31 December 2023
has been calculated based on these rates, reflecting the expected timing of reversal of the related temporary differences
(Note 15).
10 Earnings per share (EPS)Pence per shareNote £000 Basic DilutedYear ended 31 December 2023Profit for the year and EPS 199,151 24.5 24.4Underlying profit and underlying EPS 1 204,680 25.2 25.1Year ended 31 December 2022 Profit for the year and EPS 195,681 23.4 23.4Underlying profit and underlying EPS 1 198,751 23.8 23.7
Weighted average number of ordinary shares (basic)
2023 2022 Number of shares Number of sharesIssued ordinary shares at 1 January less ordinary shares held by the EBT and SIP Trust 835,094,530 857,732,814Less own shares held in treasury at the beginning of the year (12,185,222) (12,480,472)Weighted effect of own shares purchased for cancellation (9,991,531) (9,977,584)Weighted effect of share-based incentives exercised 433,805 144,448Weighted effect of shares purchased (14,726) (99,344)Issued ordinary shares at 31 December less ordinary shares held by treasury, SIP and the EBT 813,336,856 835,319,862
Weighted average number of ordinary shares (diluted)
In calculating diluted EPS, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all potentially
dilutive shares. The Group’s potentially dilutive instruments are in respect of share-based incentives granted to employees.
150 | Rightmove plc | Annual Report 2023
10 Earnings per share (EPS) continued
2023 2022 Number of shares Number of sharesWeighted average number of ordinary shares (basic) 813,336,856 835,319,862Dilutive impact of share-based incentives outstanding 2,002,000 2,185,506815,338,856 837,505,368
The average market value of the Group’s shares for the purposes of calculating the dilutive effect of share-based incentives
was based on quoted market prices during the period in which the share-based incentives were outstanding.
11 Dividends
Dividends declared and paid by the Company were as follows:2023 2022Pence per share £000 Pence per share £0002021 final dividend paid 4.8 40,3122022 interim dividend paid 3.3 27,3932022 final dividend paid 5.2 42,588 2023 interim dividend paid 3.6 29,084 8.8 71,672 8.1 67,705Unclaimed dividends returned (21) (26)Net dividends included in the statement of cash flows 71,651 67,679
After the reporting date, a final dividend of 5.7p (2022: 5.2p) per qualifying ordinary share, being £45,330,000
(2022: £42,911,000), was proposed by the Board of Directors. The final dividend will be paid, subject to shareholder
approval, on 24 May 2024.
The 2022 final dividend of £42,588,000 (5.2p per qualifying share) was paid on 26 May 2023. It was £323,000 lower than that
reported in the 2022 annual accounts due to a decrease in the ordinary shares entitled to a dividend between 2 March 2023
and the final dividend record date of 28 April 2023.
The 2023 interim dividend paid on 27 October 2023 was £29,084,000, being £216,000 lower than that reported in the 2023
Half-Year report of £29,300,000. This was due to a decrease in the number of ordinary shares entitled to a dividend between
30 June 2023 and the interim dividend record date of 29 September 2023.
The terms of the EBT provide that dividends payable on the ordinary shares held by the EBT are waived. No provision was
made for the final dividend in either year, and there are no income tax consequences.
Notes continued
Rightmove plc | Annual Report 2023 | 151
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
12 Property, plant and equipment
Office equipment, Land & fixtures & Computer Leasehold Motor **buildingsfittings equipment improvements vehiclesTotal Group£000£000£000£000£000£000CostAt 1 January 2023 15,044 1,508 12,416 1,117 2,734 32,819Additions 429 1,579 10 2,018Leased asset additions 362 362Disposal (120) (120)At 31 December 2023 14,924 1,937 13,995 1,127 3,096 35,079DepreciationAt 1 January 2023 (7,273) (1,021) (11,257) (787) (2,052) (22,390)Charge for year (1,774) (187) (884) (75) (504) (3,424)Disposal 120 120At 31 December 2023 (8,927) (1,208) (12,141) (862) (2,556) (25,694)Net book valueAt 31 December 2023 5,997 729 1,854 265 540 9,385At 31 December 2022 7,771 487 1,159 330 682 10,429
Office equipment, Land & fixtures & Computer Leasehold Motor buildings* fittings equipment improvements vehicles* Total Group£000£000£000£000£000£000CostAt 1 January 2022 14,834 1,080 12,587 1,115 2,389 32,005Additions 488 347 835Leased asset additions 765 343 1,108Disposal (555) (60) (518) 2 2 (1,129)At 31 December 2022 15,044 1,508 12,416 1,117 2,734 32,819DepreciationAt 1 January 2022 (6,106) (947) (10,721) (710) (1,531) (20,015)Charge for year (1,722) (134) (1,054) (75) (519) (3,504)Disposal 555 60 518 (2) (2) 1,129At 31 December 2022 (7,273) (1,021) (11,257) (787) (2,052) (22,390)Net book valueAt 31 December 2022 7,771 487 1,159 330 682 10,429At 31 December 2021 8,728 133 1,866 405 858 11,990
* Land & Buildings and Motor Vehicles are Right of Use assets held under leasing arrangements accounted for in accordance with IFRS16. Further disclosure is in Note 19.
The Company had no property, plant or equipment in either year.
152 | Rightmove plc | Annual Report 2023
13 Intangible assets
Computer Customer Goodwill software relationships Total Group£000£000£000£000CostAt 1 January 2023 16,516 8,563 4,521 29,600Additions 1,328 1,328At 31 December 2023 16,516 9,891 4,521 30,928AmortisationAt 1 January 2023 (6,056) (1,470) (7,526)Charge for year (1,109) (451) (1,560)At 31 December 2023 (7,165) (1,921) (9,086)Net book valueAt 31 December 2023 16,516 2,726 2,600 21,842At 31 December 2022 16,516 2,507 3,051 22,074
Computer Customer Goodwill software relationships Total Group £000£000£000£000CostAt 1 January 2022 16,516 7,386 4,521 28,423Additions 2,015 2,015Disposal (838) (838)At 31 December 2022 16,516 8,563 4,521 29,600AmortisationAt 1 January 2022 (6,264) (1,018) (7,282)Charge for year (630) (452) (1,082)Disposed in the year 838 838At 31 December 2022 (6,056) (1,470) (7,526)Net book valueAt 31 December 2022 16,516 2,507 3,051 22,074At 31 December 2021 16,516 1,122 3,503 21,141
The Company had no intangible assets in either year.
Impairment testing for cash-generating units containing goodwill
The goodwill comprises £14.1m recognised on the acquisition of Rightmove Landlord & Tenant Services Limited in 2019; a
further £1.7m arising on the acquisition of The Outside View Analytics Limited in May 2016; and £0.7m of purchased goodwill
arising pre-transition to IFRS.
Management performed the annual impairment test. For the purposes of impairment testing, goodwill is allocated to the Group’s
lowest cash generating unit which is the Agency only business unit. The calculations used in the cash flow projections are based on
the latest three-year business plan which includes revenue per business unit, which has been updated to reflect the most recent
developments as at the reporting date. An allocation of costs is then estimated for impairment testing purposes in accordance with
IAS 36. The impairment test looked at cash flows over the coming five years. The key assumptions used for modelling purposes
were the terminal growth rate of 2% (2022: 5%) for years outside of the three-year business plan and the pre-tax discount rate used
of 10% (2022: 10%). The result of the impairment testing is that the recoverable amount was significantly higher than the carrying
amount and there is no impairment. This result is not sensitive to any reasonable possible changes in the key assumptions used.
Notes continued
Rightmove plc | Annual Report 2023 | 153
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
14 Investments
The subsidiaries of the Group as at 31 December 2023 were as follows:
Country of Class of Trading Company Nature of businessincorporation HoldingsharesstatusRightmove Group Limited Online property advertising England and Wales 100% Ordinary TradingRightmove Financial Services Limited Online rental services England and Wales 100% Ordinary TradingRightmove Landlord and Tenant Rental referencing and England and Wales 100% Ordinary TradingServices Limitedinsurance services
Alll the above subsidiaries are included in the Group consolidated financial statements. The registered office for all
subsidiaries of the Group is 2 Caldecotte Lake Business Park, Caldecotte Lake Drive, Caldecotte, Milton Keynes, MK7 8LE.
2023 2022 Company£000 £000Investment in subsidiary undertakingsAt 1 January 563,896 560,740Additions – subsidiary share-based payments charge 4,243 3,156At 31 December 568,139 563,896
In 2008, the Company became the holding company of Rightmove Group Limited (formerly Rightmove plc, Company no.
03997679) and its subsidiaries pursuant to a Scheme of Arrangement under s425 of the Companies Act 2006, by way of
a share-for-share exchange. Following the Scheme of Arrangement, the Company underwent a court-approved capital
reduction. The consolidated assets and liabilities of the Group immediately after the Scheme were substantially the same
as the consolidated assets and liabilities of the Group immediately prior to the Scheme.
Following the capital reconstruction in 2008, all employees’ share-based incentives were transferred to the new holding
company, Rightmove plc. In addition, certain Directors’ contracts of employment were transferred from Rightmove Group
Limited to Rightmove plc, whilst all other employees remained employed by its subsidiaries. Accordingly, the share-based
payments charge has been split between the Company and its subsidiaries with £4,243,000 (2022: £3,156,000) being
recognised in the Company accounts as a capital contribution to its subsidiaries.
The Company’s investment in its subsidiaries has been assessed for impairment. Management compared the carrying amount
of the investment to the market capitalisation of the Group, as Rightmove Group Limited contains 99% of the Group’s trading
operations. There was no impairment as at 31 December 2023 – the market capitalisation of the Group was more than seven
times greater than the Company’s investment in its subsidiaries.
15 Deferred tax asset and deferred tax liability
Net deferred tax position
Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same tax authority and the Group
intends to settle its current tax assets and liabilities on a net basis.
Group Group Company Company2023 2022 2023 2022 £000 £000£000 £000Deferred tax asset 3,145 2,354 903 478Deferred tax liability (762) (894) At 31 December 2,383 1,460 903 478
154 | Rightmove plc | Annual Report 2023
15 Deferred tax asset and deferred tax liability continued
The deferred tax asset and deferred tax liability are attributable to the following:
Deferred tax asset
Group CompanyProperty, Share-based plant and Share-based incentives equipment Provisions Total incentives £000£000£000 £000£000At 1 January 2023 1,982 235 137 2,354 478Adjustment in respect of prior year 313 64 377 Recognised in income 688 (382) 5 311 340Recognised directly in equity 103 103 85At 31 December 2023 2,773 166 206 3,145 903At 1 January 2022 2,576 419 140 3,135 481Adjustment in respect of prior year 77 77 Recognised in income 654 (184) (80) 390 139Recognised directly in equity (1,248) (1,248) (142)At 31 December 2022 1,982 235 137 2,354 478
The increase in the deferred tax asset at 31 December 2023 is mostly driven by the increase in the deferred tax in relation to
the share-based incentives as a tax deduction is available when the options are exercised equal to the intrinsic value of the
options at the date of exercise, which reflected an increase in the share price during the year to £5.76 from £5.11 in 2022
(as well as a small increase in the rate at which deferred tax was recognised). The deferred tax balances relating to property,
plant and equipment reflect timing differences between accounting depreciation and tax depreciation. These temporary
differences are expected to unwind over the next three to five years.
Deferred tax liabilityIntangibles 2023Intangibles 2022Group£000£000At 1 January (894) (966)Prior year adjustment (52) 7Recognised in income 184 65At 31 December (762) (894)
The decrease in the deferred tax liability as at 31 December 2023 is due to amortisation. The timing differences are expected
to unwind within the next five years.
The deferred tax as at 31 December 2023 has been calculated at 25% (2022: an average rate of 24%) which represents the
average rate at which the assets and liabilities are expected to reverse in the future, based on substantively enacted UK tax rates.
Notes continued
Rightmove plc | Annual Report 2023 | 155
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
16 Trade and other receivables
2023 2022 Group Note£000 £000Trade receivables 25,740 21,754Less provision for impairment of trade receivables 24 (1,249) (845)Net trade receivables 24,491 20,909Prepayments 6,259 5,243Interest receivable 405 48Other debtors 319 41431,474 26,614
Exposure to credit and currency risks and expected credit losses relating to trade and other receivables are disclosed in
Note 24. The Company had no trade and other receivables in either year.
17 Cash and depositsGroup Company2023 2022 2023 2022 £000 £000£000 £000Cash and cash equivalents 33,641 35,089 100 Money market deposits 5,224 5,047 38,865 40,136 100
Cash balances with an original maturity of less than three months were held in current accounts during the year and
attracted interest at a weighted average rate of 3.4% (2022: 0.9%). The cash and cash equivalents balance included
£100,000 (2022: £237,000) which is restricted to use in accordance with the deeds of the EBT. The cash and cash equivalents
balance included £5,183,573 (2022: £5,040,035) which is held in a 30-day deposit account.
Money market deposits with an original maturity of more than three months and less than a year attracted interest at a
weighted average rate of 3.4% (2022: 0.9%).
The Company had cash and cash equivalents at the balance sheet date of £100,000 (2022: £408) in relation to monies held by
the employee benefit trust (EBT) which was transferred to the Company, from Rightmove Group Limited, on 1 January 2023
(Note 2).
The main trading entity is Rightmove Group Limited which generates the group cash inflows, directs payments to suppliers
and returns excess to shareholders in line with the capital returns policy and decides on timing of these transactions. These
transactions are paid from Rightmove Group Limited as a result of the company having insufficient cash. On this basis, returns
to shareholders, including both dividends and share buybacks, are not disclosed on the Company cashflow.
18 Trade and other payablesGroup Company2023 2022 2023 2022 £000 £000£000 £000Trade payables 2,057 1,155 Trade accruals 7,662 6,147 1,175 935Other creditors 1,510 1,284 Other taxation and social security 13,508 12,288 Inter-group payables 35,986 26,71324,737 20,874 37,161 27,648
156 | Rightmove plc | Annual Report 2023
19 Leases
The Group leases assets, including land and buildings and motor vehicles, that are held within property, plant and equipment
(Note 12). Information about leases for which the Group is a lessee is presented below.
2023 2022 Analysis of property, plant and equipment between owned and leased assets£000 £000Net book value of property, plant and equipment owned 2,848 1,976Net book value of leased right of use assets 6,537 8,4539,385 10,429
Property Vehicles Total Net book value of right of use assets£000£000 £000At 1 January 2023 7,771 682 8,453Additions 362 362Depreciation charge (1,774) (504) (2,278)At 31 December 2023 5,997 540 6,537At 1 January 2022 8,728 858 9,586Additions 765 343 1,108Depreciation charge (1,722) (519) (2,241)At 31 December 2022 7,771 682 8,453
2023 2022 Lease liabilities included in the statement of financial position£000 £000Current 2,291 2,327Non-current 5,112 7,2427,403 9,569
2023 2022 Amounts recognised in income statement£000 £000Interest on lease liabilities 192 223Expenses relating to short-term leases 255 281Expenses relating to low-value asset leases (excluding short-term leases of low-value assets) 24 28471 532
2023 2022 Amount recognised in the statement of cash flows £000 £000Total cash outflow for all leases 2,996 2,940
Notes continued
Rightmove plc | Annual Report 2023 | 157
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
19 Leases continued
Reconciliation of movement of lease liabilities to cashflows
2023 2022 £000 £000At 1 January 9,569 11,009Payment of lease liabilities – capital (2,530) (2,391)Payment of lease liabilities – interest (187) (232)Total changes arising from cash flows (2,717) (2,623)New leases 362 962Interest 192 223Other movements (3) (2)Total liability relating to other changes 551 1,183Balance as at 31 December 7,403 9,569
20 Provisions
The dilapidations provision is in respect of any of the Group’s leased properties where the Group has obligations to make
good dilapidations. The non-current liabilities are estimated to be payable over periods from one to five years.
Total £000At 1 January 2023 829Utilised during the year Released during the year Charged in the year 12At 31 December 2023 841Current Non-current 841
The Company had no provisions in either year.
21 Share capital
2023 2022Amount Number Amount Number £000 of Shares£000 of SharesIn issue ordinary sharesAt 1 January 838 837,401,085 860 859,678,232Purchase and cancellation of shares (24) (23,951,466) (22) (22,277,147)At 31 December 814 813,449,619 838 837,401,085
All issued shares are fully paid. The nominal value of a share is 0.1p. The holders of ordinary shares are entitled to receive
dividends as declared from time to time and are entitled to one vote per ordinary share at general meetings of the Company.
Included within shares in issue at 31 December 2023 are 1,029,919 (2022: 1,375,963) shares held by the EBT, 1,167,227
(2022: 930,592) shares held by the SIP and 11,709,197 (2022: 12,185,222) shares held in Treasury.
158 | Rightmove plc | Annual Report 2023
21 Share capital continued
In June 2007, the Company commenced a share buyback program to purchase its own ordinary shares. The total number of
shares bought back in 2023 was 23,951,466 (2022: 22,277,147) shares representing 2.9% (2022: 2.7%) of the ordinary shares
in issue (excluding shares held in treasury). All the shares bought back in both years were cancelled. The shares were acquired
on the open market at a total consideration (excluding costs) of £130,000,000 (2022: £129,981,000). The maximum and
minimum prices paid were £5.97 (2022: £6.89) and £4.73 (2022: £4.39) per share respectively. The average price paid was
£5.43 (2022: £5.83). Costs incurred on purchase of own shares in relation to stamp duty charges and broker expenses for
share buybacks were £910,000 (2022: £910,000). Costs incurred on purchase of own shares in relation to stamp duty charges
and broker expenses for the SIP award were £12,000 (2022: £23,000).
22 Reconciliation of movement in capital and reserves
Own shares held – £000EBT shares SIP shares Treasury reserve reserve shares Total £000£000£000£000Own shares held as at 1 January 2022 (1,552) (4,107) (5,929) (11,588)Shares purchased for share incentive plans (2,216) (682) (2,898)Shares transferred to SIP 555 (555) Share-based incentives exercised in the year 56 289 140 485SIP releases in the year 103 103Own shares held as at 31 December 2022 (3,157) (4,952) (5,789) (13,898)Own shares held as at 1 January 2023 (3,157) (4,952) (5,789) (13,898)Shares purchased for share incentive plans (725) (1,273) (1,998)Shares transferred to SIP 725 (725) Share-based incentives exercised in the year 1,297 557 230 2,084SIP releases in the year 72 72Own shares held as at 31 December 2023 (1,860) (6,321) (5,559) (13,740)
Own shares held – number of shares
EBT shares SIP shares Treasury reserve reserve shares TotalOwn shares held as at 1 January 2022 1,158,418 787,000 12,480,472 14,425,890Shares purchased for share incentive plans 432,254 128,774 561,028Shares transferred to SIP (99,476) 99,476 Share-based incentives exercised in the year (115,233) (63,893) (295,250) (474,376)SIP releases in the year (20,765) (20,765)Own shares held as at 31 December 2022 1,375,963 930,592 12,185,222 14,491,777Own shares held as at 1 January 2023 1,375,963 930,592 12,185,222 14,491,777Shares purchased for share incentive plans 127,240 226,335 353,575Shares transferred to SIP (127,240) 127,240 Share-based incentives exercised in the year (346,044) (104,740) (476,025) (926,809)SIP releases in the year (12,200) (12,200)Own shares held as at 31 December 2023 1,029,919 1,167,227 11,709,197 13,906,343
Notes continued
Rightmove plc | Annual Report 2023 | 159
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
22 Reconciliation of movement in capital and reserves continued
(a) EBT shares reserve (Group)
This reserve represents the cost of own shares acquired by the EBT less any exercises of share-based incentives.
At 31 December 2023, the EBT held 1,029,919 (2022: 1,375,963) ordinary shares in the Company, representing 0.1%
(2022: 0.2%) of the ordinary shares in issue (excluding shares held in treasury). The market value of the shares held in the
EBT at 31 December 2023 was £5,928,000 (2022: £7,031,000).
(b) SIP shares reserve (Group and Company)
In November 2014, the Company established the Rightmove Share Incentive Plan Trust (SIP). This reserve represents the cost
of acquiring shares less any exercises or releases of SIP awards. Employees of Rightmove Group Limited and Rightmove plc
were offered 600 free shares with effect from 20 December 2023 (2022: 500), subject to a three-year service period. During
the year 104,740 shares were exercised (2022: 63,893) and 12,200 shares (2022: 20,765) were released by the SIP in relation
to good leavers and retirees. 127,240 shares were transferred to the SIP reserve from the EBT (2022: 99,476).
At 31 December 2023, the SIP held 1,167,227 (2022: 930,592) ordinary shares in the Company, representing 0.1%
(2022: 0.1%) of the ordinary shares in issue (excluding shares held in treasury). The market value of the shares held in the
SIP at 31 December 2023 was £6,718,000 (2022: £4,755,000).
(c) Treasury shares (Group and Company)
This represents the cost of acquiring shares held in treasury less any exercises of share-based incentives. These shares
were bought in 2008 at an average price of 47.60 pence and may be used to satisfy certain share-based incentive awards.
At 31 December 2023, the Treasury held 11,709,197 of the ordinary shares in issue. The market value of the shares held in
treasury at 31 December 2023 was £67,398,000 (2022: £62,266,000).
Other reserves
Other reserves of £480,000 (2022: £456,000) represents the Capital Redemption Reserve in respect of own shares bought
back and cancelled. The movement of £24,000 (2022: £22,000) is the nominal value of ordinary shares bought back and
cancelled during the year.
Details of share buybacks and cancellation of shares are included in Note 21.
Retained earnings
The loss on the exercise of share-based incentives of £1,562,000 (2022: £106,000) is the difference between the weighted
average value that the own shares, held individually by the EBT, SIP and treasury, were originally acquired at and the exercise
price at which share-based incentives were exercised or released during the year.
Company
Reverse acquisition reserve
This reserve resulted from the acquisition of Rightmove Group Limited by the Company and represents the difference
between the value of the shares acquired at 28 January 2008 and the nominal value of the shares issued.
Other reserves
Awards relating to share-based incentives made to Rightmove Group Limited employees have been treated as a deemed
capital contribution (Note 14). The principal movement in other reserves for the year comprises £4,243,000 (2022: £3,156,000)
in respect of the share-based incentives charge for employees of Rightmove Group Limited. Other reserves also include
£480,000 (2022: £456,000) of Capital Redemption Reserve. A movement of £24,000 (2022: £22,000) has been recorded in
relation to the nominal value of ordinary shares cancelled during the year.
160 | Rightmove plc | Annual Report 2023
23 Share-based payments
The Group and Company operate a number of share-based incentive schemes for Executive Directors and employees.
All share-based incentives are subject to service conditions. Such conditions are not taken into account in the fair value of the
service received. The fair value of services received in return for share-based incentives is measured by reference to the fair
value of share-based incentives granted.
The Group recognised a total share-based payments charge for the year of £5,886,000 (2022: £4,179,000) with a Company
charge for the year of £1,644,000 (2022: £879,000), as set out below. The NI charge for the year, relating to all awards, was
£651,000 (2022: a credit of £110,000). The share price at 31 December 2023 was £5.76 (2022: £5.11).
The total charge in relation to share-based payments was £6,537,000 (2022: £4,069,000):
Group Company2023 2022 2023 2022 £000 £000£000 £000Sharesave Plan 382 336 2 7Performance Share Plan (PSP) 684 464 684 464Deferred Share Bonus Plan (DSP) 3,197 2,356 955 401Share Incentive Plan (SIP) 1,068 830 3 7Restricted Share Plan (RSP) 555 193 Total share-based payments charge 5,886 4,179 1,644 879NI on applicable share-based incentives at 13.8% 651 (110) 239 (33)Total charge in relation to share-based payments 6,537 4,069 1,883 846
Sharesave Plan
The Group operates an HMRC Approved Sharesave Plan under which employees of Rightmove plc and Rightmove Group
Limited are granted an option to purchase ordinary shares in the Company, at up to 20% less than the market price at
invitation, in three years’ time, dependent on their entering into a contract to make monthly contributions into a savings
account over the relevant period. These savings are used to fund the option exercise. No performance criteria are applied to
the exercise of Sharesave options. The assumptions used in the measurement of the fair value at grant date of the Sharesave
Plan are as follows:
Share price at Exercise Risk free Dividend Fair value grant date price Option life rate yield per option Grant date (pence) (pence) (years) (%) (%) (pence)30 September 2020 626.8 513.0 3.0 0.0 0.5 167.11 October 2021 682.6 574.0 3.0 0.8 1.1 184.030 September 2022 482.2 482.0 3.0 5.2 1.8 130.029 September 2023 562.2 448.0 3.0 4.7 1.6 203.0
The requirement that an employee must save in order to purchase shares under the Sharesave Plan is a non-vesting condition.
This feature has been incorporated into the fair value at grant date by applying a discount to the valuation obtained from the
Black Scholes pricing model. The discount has been determined by estimating the probability that the employee will stop
saving based on expected future trends in the share price and past employee behaviour.
Notes continued
Rightmove plc | Annual Report 2023 | 161
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
23 Share-based payments continued
2023 2022 Weighted average Weighted average exercise price exercise price Group Number (pence) Number (pence)Outstanding at 1 January 779,826 498.9 663,568 497.9Granted 373,861 448.2 329,630 482.0Lapsed or cancelled (112,451) 516.6 (41,739) 544.4Forfeited (57,649) 497.5 (59,391) 514.3Exercised (138,868) 440.2 (112,242) 418.2Outstanding at 31 December 844,719 483.8 779,826 300.9Exercisable at 31 December 129,754 510.5 126,169 428.7
The weighted average market value per ordinary share for Sharesave options exercised in 2023 was 559.3 pence
(2022: 538.3 pence). The Sharesave options outstanding at 31 December 2023 have an exercise price in the range of
430.0 pence to 574.0 pence (2022: 389.0 pence to 574.0 pence) and a weighted average contractual life of 2.2 years
(2022: 2.1 years).
Performance Share Plan (PSP)
The PSP permits awards of nil cost options or contingent shares which will only vest in the event of prior satisfaction of a
performance condition.
325,798 PSP awards were made on 10 March 2023 (the grant date) subject to Earnings Per Share (EPS) and Total Shareholders
Return (TSR) performance. Performance will be measured over three financial years (1 January 2023 – 31 December 2025).
The vesting on 10 March 2026 (vesting date) of 50% of the 2023 PSP award will be dependent on a relative TSR performance
condition measured over the three-year performance period, with the remaining 50% dependent on the satisfaction of an
EPS growth target measured over the three-year performance period.
The PSP awards have been valued using the Monte Carlo model for the TSR element and the Black Scholes model for the EPS
element. The resulting share-based payments charge is being spread evenly over the three-year period between grant date
and vesting date. PSP award holders are entitled to receive dividends accruing between the grant date and the vesting date
and this value will be delivered in shares. The assumptions used in the measurement of the fair value at grant date of the PSP
awards are as follows:
Share price at Exercise Expected Risk free Dividend Fair value grant date price volatility Option life rate yield per option Grant date (pence) (pence) (%) (years) (%) (%) (pence)(1)3 March 2021 (TSR dependent)584.0 0.0 28.1 3.0 0.4 0.0 176.0(1)3 March 2021 (EPS dependent)584.0 0.0 0.0 3.0 0.0 0.0 492.0(1)2 March 2022 (TSR dependent)684.6 0.0 30.3 3.0 1.7 0.0 247.4(1)2 March 2022 (EPS dependent)684.6 0.0 0.0 3.0 0.0 0.0 582.2(1)10 March 2023 (TSR dependent)540.8 0.0 32.9 3.0 4.3 0.0 227.8(1)10 March 2023 (EPS dependent)540.8 0.0 0.0 3.0 0.0 0.0 460.0
(1) For details of TSR and EPS performance conditions refer to the Directors’ Remuneration Report.
Expected volatility, which only impacts the fair value of the TSR element of the award, is estimated by considering historic
average share price volatility at the grant date. The risk-free rate is only used as an input to calculate the fair value of the TSR
element of the award. The PSP awards accrue dividends so there is no dividend yield used as an input to calculate the fair
value. A discount rate of 15% (2022:15.0%) was applied to the fair value at grant date to reflect the two-year holding period
that applies post the vesting period and the lack of liquidity during that period.
162 | Rightmove plc | Annual Report 2023
23 Share-based payments continued
2023 2022 GroupNumber NumberOutstanding at 1 January 683,330 768,076Granted 325,798 241,089Dividends awarded 1,110 1,649Forfeited (171,458) (310,746)Exercised (88,605) (16,738)Outstanding at 31 December 750,175 683,330Exercisable at 31 December 21,487 52,436
The weighted average market value per ordinary share for options exercised in 2023 was 577.8 pence (2022: 655.4 pence).
The weighted average exercise price was nil in both years. The PSP awards outstanding at 31 December 2023 have a weighted
average contractual life of 1.3 years (2022: 1.3 years).
Deferred Share Bonus Plan (DSP)
In March 2009 a DSP was established which allows Executive Directors and other selected senior management the
opportunity to earn a bonus determined as a percentage of base salary settled in nil cost deferred shares. The award of shares
under the plan is contingent on the satisfaction of pre-set internal targets relating to underlying drivers of revenue growth
(the performance period). The right to the shares is deferred for two years from the date of the award (the vesting period)
and potentially forfeitable during that period should the employee leave employment. The deferred share awards were valued
using the Black Scholes model and the resulting share-based payments charge is being spread evenly over the combined
performance period and vesting period of the shares, being three years.
The inputs used in the measurement of the fair value of the deferred share awards – which are initially calculated at the date
on which the potential DSP bonus is communicated to Directors and senior management (the grant date) and are then
updated at the date of the actual award – are as follows:
(3)
Share price at Exercise Expected Dividend Fair value award date price term yield per option Grant date Award date (pence) (pence) (years) (%) (pence)4 March 2020 3 March 2021 584.0 0.0 3.0 1.4 568.03 March 2021 2 March 2022 684.6 0.0 3.0 1.2 668.0(1)2 March 2022 10 March 2023540.8 0.0 3.0 1.5 524.0(2)10 March 202410 March 2023540.8 0.0 3.0 1.6 515.0
(1) Following the achievement of 71% of the 2022 internal performance targets, 545,770 nil cost shares were awarded to executives and senior management on
10 March 2023 (the award date) with the right to exercise the shares deferred until March 2025.
(2) The share price and fair value are disclosed at grant date until the point that the award is made on 10 March 2024, at which point the valuation will be updated.
(3) Based on the 2023 internal performance targets, the Remuneration Committee determined that 79% of the maximum award in respect of the year will be
made in March 2024. The number of shares to be awarded will be determined based on the share price at the award date in March 2024.
20232022 GroupNumberNumberOutstanding at 1 January 870,666 697,179Awarded 545,770 505,524Forfeited (40,675)Exercised (387,420) (291,362)Outstanding at 31 December 1,029,016 870,666Exercisable at 31 December 78,643
Notes continued
Rightmove plc | Annual Report 2023 | 163
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
23 Share-based payments continued
The weighted average market value per ordinary share for deferred shares exercised in 2023 was 563.0 pence (2022: 581.7 pence).
The weighted average exercise price was nil in both years. The DSP awards outstanding at 31 December 2023 have a weighted
average contractual life of 1.4 years (2022: 0.8 years).
Share Incentive Plan
In 2014, the Group established the Rightmove Share Incentive Plan Trust (SIP). Employees in the Group were offered
600 shares on 20 December 2023 (2022: 500 shares) subject to a three-year service period (the vesting period). The SIP
awards have been valued using the Black Scholes model and the resulting share-based payments charge spread evenly
over the vesting period of three years. The SIP shareholders are entitled to dividends paid in cash over the vesting period.
No performance criteria are applied to the exercise of SIP options.
The assumptions used in the measurement of the fair value at grant date of the SIP awards are as follows:
Share price at Exercise Dividend Fair value grant date price Option life yield per option Grant date (pence) (pence) (years) (%) (pence)20 December 2020 651.6 0.0 3.0 0.0 651.620 December 2021 769.2 0.0 3.0 0.0 769.221 December 2022 526.8 0.0 3.0 0.0 526.820 December 2023 563.8 0.0 3.0 0.0 563.8
The SIP awards accrue dividends, so there is no dividend yield input into the fair valuation calculation.
2023 2022 GroupNumber NumberOutstanding at 1 January 913,440 759,050Granted 438,000 334,000Forfeited (75,750) (93,250)Exercised (115,990) (86,360)Outstanding at 31 December 1,159,700 913,440Exercisable at 31 December 276,900 213,000
The weighted average market value per ordinary share for SIP awards released and exercised in 2023 was 562.67 pence
(2022: 554.1 pence). The weighted average exercise price in both years was nil. The SIP options outstanding at
31 December 2023 have a weighted average contractual life of 2.3 years (2022: 2.3 years).
Restricted Share Plan (RSP)
The RSP awards nil cost deferred shares to selected senior management, subject only to service conditions which typically
vary between one to four years’ service. Participants are not entitled to receive dividends on these awards. RSP awards have
been valued using the Black Scholes model and the resulting share-based payments charge is being spread evenly over the
vesting period of the shares.
The assumptions used in the measurement of the fair value at grant date of the RSP awards are as follows:
Share price at Exercise Dividend Fair value grant date price Option life yield per option Grant date (pence) (pence) (years) (%) (pence)20 September 2022 586.0 0.0 3.0 1.4 562.020 September 2022 586.0 0.0 4.0 1.5 553.020 December 2023 563.8 0.0 1.5 1.7 549.020 December 2023 563.8 0.0 3.0 1.6 536.0
164 | Rightmove plc | Annual Report 2023
23 Share-based payments continued
2023 2022 GroupNumberNumber Outstanding at 1 January 544,101 211,323Awarded 541,664 332,778Forfeited Exercised (211,323) Outstanding at 31 December 874,442 544,101Exercisable at 31 December 211,323
The weighted average market value per ordinary share for RSP awards exercised in 2023 was 530.9 pence. The RSP options
outstanding at 31 December 2023 have a weighted average contractual life of 2.5 years (2022: 3.4 years).
24 Financial instruments
Credit risk
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at
the reporting date was:
2023 2022 Group Note£000£000Net trade receivables 16 24,491 20,909Accrued interest receivable 16 405 48Contract assets 4 759 454Other debtors 16 319 414Cash and cash equivalents 17 33,641 35,089Money market deposits 17 5,224 5,04764,839 61,961
The trade receivables balance is spread across a large number of different customers with no single debtor representing more
than 2% of the total balance due (2022: 4%).
Notes continued
Rightmove plc | Annual Report 2023 | 165
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
24 Financial instruments continued
The maximum exposure to credit risk for trade receivables at the reporting date by geographic region was:
2023 2022 Group Note£000£000UK 24,480 20,880Rest of the world 11 2916 24,491 20,909
The maximum exposure to credit risk for trade receivables at the reporting date by type of customer was:
2023 2022 Group Note£000£000Property products 20,390 18,678Other 4,101 2,23116 24,491 20,909
The Group’s most significant customer accounts for £499,000 (2022: £745,000) of net trade receivables as at
31 December 2023.
Expected credit loss assessment
For the Group’s smaller Agency and Overseas customers, expected credit losses are measured using a provisioning matrix
based on the reason the trade receivable is past due or, for current debtors at risk of recovery. The provision matrix rates are
based on actual credit loss experience over the past three years and adjusted, when required, to take into account current
macro-economic factors.
For all other customers the Group applies experienced credit judgement to assess the expected credit loss, whilst considering
account external ratings, financial statements and other available information. Overall, the impact on credit risk is minimal due
to most customers paying in advance on a subscription basis.
The following table provides information about the exposure to credit risk and expected credit losses for trade receivables,
including contract assets, from individual customers as at 31 December 2023. The weighted-average loss rate in 2023 increased
to 4.7% (2022: 3.8%) reflecting the uncertain property market during 2023 and the challenges faced by some customers.
Gross carrying Weighted-amount Loss allowance 2023average loss rate£000£000 Credit-impairedCurrent 1.1% 16,140 (177) NoPast due 1 – 30 days 2.2% 4,677 (101) NoPast due 31 – 60 days 6.5% 1,612 (104) NoPast due 61 – 90 days 8.4% 738 (62) NoMore than 91 days past due 24.0% 3,332 (801) No26,499 (1,249)
Gross carrying Loss Weighted-average amount allowance 2022loss rate£000 £000 Credit-impairedCurrent 0.4% 14,367 (57) NoPast due 1 – 30 days 1.3% 4,430 (57) NoPast due 31 – 60 days 6.0% 1,378 (82) NoPast due 61 – 90 days 9.7% 511 (50) NoMore than 91 days past due 39.3% 1,523 (599) No22,209 (845)
166 | Rightmove plc | Annual Report 2023
24 Financial instruments continued
The movement in the allowance for impairment in respect of trade receivables during the year was as follows:2023 2022 Group Note£000£000At 1 January 845 715Charged during the year 1,712 733Utilised during the year (1,308) (603)At 31 December 16 1,249 845
The allowance accounts in respect of trade receivables are used to record impairment losses unless the Group is satisfied
that no recovery of the amount owing is possible; at that point the amounts considered irrecoverable are written off against
the financial asset directly.
The Company had no exposure to credit risk in either year.
Liquidity risk
The contractual maturities of undiscounted financial liabilities, including undiscounted estimated interest payments, were:
Carrying Contractual 6 months amount cash flows or less Group£000£000£000At 31 December 2023 Trade payables being non-derivative financial liabilities 2,057 (2,057) (2,057)Trade accruals being non-derivative financial liabilities 7,662 (6,978) (6,978)Lease liabilities 7,403 (7,830) (1,293)Total 17,122 (16,865) (10,328)At 31 December 2022 Trade payables being non-derivative financial liabilities 1,155 (1,155) (1,155)Trade accruals being non-derivative financial liabilities 6,147 (5,769) (5,769)Lease liabilities 9,569 (10,080) (1,279)Total 16,871 (17,004) (8,203)
The Company had no derivative financial liabilities in either year.
It is not expected that the cash flows included in the maturity analysis could occur earlier or at significantly different amounts
and all payables are due within six months of the balance sheet date.
Currency risk
During 2023 all the Group’s sales and more than 97.0% (2022 97.1%) of the Group’s purchases were sterling denominated and
accordingly it has no significant currency risk.
Interest rate risk
The Group has exposure to interest rate risk on its cash and cash equivalent balances and money market deposit balances.
As at 31 December 2023 the Group had total cash of £33,641,000 (2022: £35,089,000) and money market deposits of
£5,224,000 (2022: £5,047,000).
Fair values
The fair values of all financial instruments in both years are equal to the carrying values.
Notes continued
Rightmove plc | Annual Report 2023 | 167
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
25 Related party disclosures
Inter-group transactions with subsidiaries
Under the inter-group loan agreement dated 30 January 2008, Rightmove Group Limited settles all expenses on behalf of the
Company, including dividends paid to shareholders and share buybacks and related costs. During the year, the Company was
charged interest of £2,096,000 (2022: £226,000) under this agreement and at 31 December 2023 the unsecured inter-group
loan balance was £35,986,000 (2022: £26,713,000).
The dividends declared and paid by Rightmove Group Limited to the Company was £202,432,000 (2022: £197,982,000).
Rightmove Group Limited declared a dividend in specie of £nil (2022: £555,000), representing the cost of the SIP shares
transferred from the EBT to the SIP during the year. On 1 January 2023 the sponsorship of the EBT was transferred from
Rightmove Group Limited, to the Company, via a dividend in specie of £3,156,000 (Note 2).
The Company grants share options to employees of Rightmove Group Limited. This transaction is recognised as an increase
in the carrying value of the investment of Rightmove Group Limited (refer Note 14).
Directors’ transactions
There were no transactions with Directors in either year other than those disclosed in the Directors’ Remuneration Report.
Information on the emoluments of the Directors who served during the year, together with information regarding the
beneficial interest of the Directors in the ordinary shares of the Company, is included in the Directors’ Remuneration Report.
During the year, the Directors in office in total had gains of £633,000 (2022: £223,000) arising on the exercise of share-based
incentive awards. The total share-based payments charge in relation to the Directors in office was £1,644,000 (2022: £879,000).
Key management personnel
The actual remuneration of the Directors, who are the key management personnel of the Group, is disclosed in the Directors’
Remuneration report. The contractual employee benefits are set out below in aggregate for each of the categories specified
in IAS 24 Related Party Disclosures.
2023 2022 £000£000Short-term employee benefits 2,355 1,940Post-employment benefits 55 28Share-based payments 1,644 879
26 Contingent liabilities
The Group and the Company had no contingent liabilities in either year.
27 Subsequent events
On 1 February 2024, the Group acquired 100% equity capital and voting rights of HomeViews Platform Limited (HomeViews)
for a total cash consideration of £8m. HomeViews is the UK’s biggest community of verified resident reviews of property
developments, with a particular focus on the Build to Rent sector.
Due to the timing of the acquisition being after 31 December 2023, the results of HomeViews are not included in our financial
statement for the year ended 31 December 2023 and the acquisition accounting has not yet been completed. In line with
IFRS 3, the price accounting for the acquisition will be finalised within 12 months of the acquisition date.
Other than the above transaction, there were no other subsequent events, between 31 December 2023 and the reporting
date, in either the Company or Group.
168 | Rightmove plc | Annual Report 2023
(1)
Shareholder enquiries
The Company’s registrar is Link Group. They will be pleased to deal with any questions regarding your shareholding or dividends.
Please notify them of your change of address or other personal information. Their contact details are:
Shareholder helpline: 0371 664 0300 calls are charged at the standard geographic rate and will vary by provider. Calls outside the
United Kingdom will be charged at the applicable international rate. Lines are open between 09:00 - 17:30, Monday to Friday
excluding public holidays in England and Wales.
Email: shareholderenquiries@linkgroup.co.uk
Signal Shares shareholder portal: www.signalshares.com
Address:
Link Group
Central Square
29 Wellington Street
Leeds
LS1 4DL
Shareholders can register online to view their holdings using the shareholder portal, a service offered by Link Group at
www.signalshares.com. The shareholder portal is an online service enabling you to quickly and easily access and maintain
your shareholding online – reducing the need for paperwork and providing 24-hour access for your convenience.
You may:
View your holding balance and get an indicative valuation
View the dividend payments you have received
Cast your proxy vote on the AGM resolutions online
Update your address
Register and change bank mandate instructions
Elect to receive shareholder communications electronically
Access a wide range of shareholder information and download shareholder forms.
Contacts
Chief Executive Officer: Johan Svanstrom
Chief Financial Officer: Alison Dolan
Company Secretary: Carolyn Pollard
Website: https://plc.rightmove.co.uk
Financial calendar 2024
2023 full-year results 1 March 2024
Final dividend record date 26 April 2024
Annual General Meeting 10 May 2024
Final dividend payment 24 May 2024
Half-year results 26 July 2024
Registered office
Rightmove plc
2 Caldecotte Lake
Business Park
Caldecotte Lake Drive
Milton Keynes
MK7 8LE
Registered in
England no. 06426485
Corporate advisers
Financial adviser
UBS Investment Bank
Joint brokers
UBS AG London Branch
Numis Securities Limited
Auditor
Ernst & Young LLP
Bankers
Barclays Bank plc
Santander UK plc
HSBC UK Bank plc
Lloyds Banking Group plc
Solicitors
EMW LLP
Linklaters LLP
Herbert Smith Freehills LLP
Registrar
Link Asset Services
(1)
Advisers and shareholder information
Rightmove plc | Annual Report 2023
believe it
Rightmoves vision is to give everyone
the belief they can make their move.
Our mission is to make the move easier
and simpler, by giving everyone the best
place to turn to and return to, for accessing
the tools, expertise and trust to make it happen.
Designed and produced by The Team www.theteam.co.uk
believe in your next move
Rightmove plc | Annual Report 2023
Rightmove plc Annual Report 2023
Rightmove plc
2 Caldecotte Lake
Business Park
Caldecotte Lake Drive
Milton Keynes
MK7 8LE
Registered in England no. 6426485
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