REG - Rightmove Plc - Final Results <Origin Href="QuoteRef">RMV.L</Origin> - Part 2
24/02/2017 07:06
- Part 2: For the preceding part double click ID:nRSX7347Xa
versus alternative mediums such as
print· Maintaining a flexible cost base that can respond to changing conditions
2 Competitive environmentIncreased competition from existing competitors or new entrants targeting the Group's primary revenue markets This may impact on Rightmove's ability to grow revenue due to the potential loss of:· Audience· Advertisers· Demand for additional advertising products · Communication of the value of Rightmove membership to advertisers· Continued investment in →
our account management teams to ensure we stay close to our customers and local markets and help our
customers run their businesses more efficiently· Sustained marketing investment in the Rightmove
brand· Sustained investment and innovation in serving both home hunters and our advertisers
3 New or disruptive technologies and changing consumer behavioursRightmove operates in a fast-moving online marketplace. Failure to innovate or adopt new technologies or failure to adapt to changing customer business models and evolving consumer behaviour may impact the Group's ability to offer the best products and services to its advertisers and the best consumer experience. Under-performance and impact on Rightmove's ability to grow revenue due to the potential loss of:· Audience engagement· Advertisers· Demand for additional advertising products · Continual improvements to our platforms · Developing our product proposition to meet our →
customers' needs and evolving business models· Significant and ongoing investment in mobile and
tablet platforms· Large in-house technology team with culture of innovation · Innovation lab
to develop emerging models and technologies· Ongoing monitoring of consumer behaviour and annual
'Hackathons' which allow employees to spend time during work hours to develop their own online
property related ideas
4 Cyber security and IT systems· Unavailability of the website and other platforms· Corruption or loss of key data as a result of a security breach Any loss of website availability or theft or misuse of data held within the Group's databases and IT systems could have both reputational and financial implications for the Group · Disaster Recovery and Business Continuity Plans in place, subject to regular review and testing· →
Use of three data centres to load balance and ensure optimal performance and business continuity
capability· Regular backups of key data· Regular testing of the security of the IT systems and
platforms including penetration testing and distributed denial of service attack procedures·
Ongoing monitoring of external threats through updates from external specialists and collaboration
with other online organisations
5 Securing and retaining the right talentOur continued success is dependent on our ability to attract, recruit, retain and motivate our highly skilled workforce The inability to recruit and retain talented people could impact our ability to maintain our financial performance and deliver growth When key staff leave or retire, there is a risk that knowledge or competitive advantage is lost · Ongoing succession planning and development of future leaders· Payment of competitive →
reward, including a blend of short and long-term incentives for senior management and the ability for
all employees to participate in the success of the Group through the SIP· Regular staff
communication and engagement· Maintaining the culture of the Group, which generates significant
staff loyalty
↑ ↓ →
Increased risk Decreased risk Risk unchanged
STRATEGIC REPORT - The EU referendum
The result of the UK's EU referendum has increased the level of macroeconomic uncertainty and could increase the likelihood
of the housing market macroeconomic risks set out on page 19.
In considering the potential implications of the referendum result on the business the directors considered the following:
· The Rightmove business is largely subscription based and is therefore less susceptible to short-term shocks or
variations in the property market or wider economy;
· Around two-thirds of our estate agency customers also provide lettings services which may mitigate the impact of any
downturn in the property market on their business; and
· A reduction in housing market activity increases the propensity for advertisers to evaluate their marketing spend both
offline and on other portals and we remain confident in the strength of the Rightmove value proposition.
The directors believe that our strong market position and relationships with our customers, and the value embedded in our
membership continue to position us well providing that housing transaction volumes do not take a sharp downward turn.
STRATEGIC REPORT - Viability statement
In accordance with provision C.2.2. of the Code, the directors have assessed the viability of the Group over a three-year
period, taking into account the Group's current position and the potential impact of the principal risks and uncertainties
set out on pages 18 to 20. Based upon the 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 and the Company will be able to continue in operation and meet its liabilities as they fall due over the
three-year period to 31 December 2019.
The directors have determined that a three-year period to 31 December 2019 constitutes an appropriate period over which to
provide its viability statement, as the Group operates within the online digital marketplace, and projections looking out
further than three years become significantly 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 three-year strategic plan. The three-year plan is reviewed by
the directors at least annually and is developed on a segment by segment basis using a bottom up model. The three-year plan
makes certain assumptions about Agency and New Homes customer numbers, ARPA growth and other ancillary revenue streams and
considers the Group's profitability, cash flows and dividend cover over the period.
The plan is subject to robust downside sensitivity analysis which involves flexing a number of the main assumptions
underlying the plan. Where appropriate, analysis is carried out to evaluate the potential financial impact over the period
of the Group's principal risks actually occurring. Furthermore our business model is structured so that the Group is not
overly reliant on a small customer base with no single customer constituting more than 3% of Group sales.
Also given our significant free cash flow, our ability to adjust our discretionary share buyback programme provides
long-term comfort around viability in the face of adverse economic or competitive conditions.
Whilst this review does not consider all the risks that the Group may face, the directors consider that this stress-testing
based assessment of the Group's prospects is reasonable in the circumstances of the inherent uncertainty involved.
STRATEGIC REPORT - Corporate responsibility
Our people
Our people are our most valued asset, they are vital to Rightmove's success and growth and we are proud of the mixture of
talent and experience they bring. Our open and honest cultural style comes from our people and the environment we have
created together. We strive to make Rightmove a great place to work and this enables us to attract and retain the best
talent and provide the best service for both our customers and consumers.
Recruitment
Recruiting the right talent continues to be an important part of our ability to drive growth. The tightening job market,
particularly in technology skills makes our working environment and benefits ever more important in attracting the right
people.
Referrals from existing employees are a valuable source of new recruits, typically ensuring a higher quality candidate with
a better cultural fit. All new vacancies are communicated internally to give our colleagues an opportunity to apply or
recommend someone. In 2016 10% of new employees were introduced to Rightmove by an existing employee.
We continued our successful partnership with MK College and the University of Bedford which offers paid internships to
design students for up to six months and provides graduates with valuable work experience in marketing or design. Five out
of six interns who joined us in 2015 became permanent employees during the year and a further four interns joined Rightmove
in 2016, of whom two are now permanent. Our intern programme will continue to run in 2017 and so far we have eight new
interns including three from our involvement with the Prince's Trust, details of which can be found in the charitable
activities section below.
The high quality of our recruiting, supported by long term commitment from Rightmove employees is key to the success of our
culture. We are proud to have 51 people who have celebrated ten or more years' service, which represents over 10% of our
employees and which we believe backs up our impressive people survey results.
People development and training
To support our culture of highly connected and empowered employees every new employee attends two office based 'How
Rightmove fits together' days to introduce them to the business and our customers. They also attend 'Nexton' an off-site
residential experience to introduce employees to our culture and values.
Beyond induction, Rightmove is committed to investing in our employees through extensive training and leadership programmes
that are designed to equip them with the necessary skills to perform to the best of their ability and provide the best
possible service to our customers and consumers.
We have also developed a suite of internal development courses for our employees covering both technical and non-technical
skills to further invest in our people and in recognition of the benefit in providing continual professional and personal
development for Rightmovers. In 2016, a new set of customer-focussed training was rolled out, including how to communicate
effectively by email and telephone.
Employee Benefits
Whilst we believe that being a great place to work helps us attract the best talent we also reward our employees with a
range of additional benefits.
Rightmove contributes towards a group stakeholder pension plan. Opt out rates continue to be low and currently 90% of
employees are members of the pension plan. We also offer private healthcare complemented by a cash plan scheme for all
employees.
We want our people to directly benefit from their contribution to the success of Rightmove. All employees can join the
Group's 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. In November 2016, the Group's eighth Sharesave contract matured allowing
employees to benefit from the continued success of the Group over the last three years. 66% of our employees currently
participate in Sharesave.
Following the launch of the Rightmove Share Incentive Plan (SIP) and initial award of shares in 2015, in January 2016 we
made a further free share award of 50 shares to all qualifying employees. We have also made a free share award of 50
shares to all qualifying employees in January 2017.
We also offer flexible working arrangements, supporting part time working and reduced hours to allow our employees to
balance their work and family commitments.
Engagement
We encourage employees' involvement and place emphasis on keeping employees informed of the Group's activities through
'townhalls' and business performance updates with senior management and quarterly sales conferences.
Our employee recognition scheme is based around the 'Rightmove behaviours', which reflect our unique blend of values and
ways of working. It is an opportunity to nominate colleagues who have demonstrated these behaviours in action and during
2016 it continued to prove popular with up to eight awards presented every two months at our 'townhalls'.
As it is important to know what our employees think, and having received much valuable feedback in the past, we conduct an
annual 'Have your Say' people survey. We are proud of another set of outstanding results from the survey with highlights
including:
· 90% of respondents think that Rightmove is run on strong values and principles;
· 95% of respondents think this is a great place to work and are proud to work for Rightmove; and
· 97% of respondents are committed to making a real contribution to the success of Rightmove.
Despite the outstanding results, the management team is never complacent and works hard to improve the employee experience
at Rightmove. An employee engagement score will again form part of the senior management bonus criteria in 2017,
demonstrating the importance of employees to the continuing success of Rightmove.
Equality and diversity
Rightmove has a firm commitment to equality of opportunity in all our employment policies, practices and procedures. Our
recruitment and selection processes are geared to selecting the best candidate regardless of their age, gender, sexuality,
full or part-time status, disability and marital status.
We recognise that a diverse workforce will provide a wide range of perspectives that promotes innovation and business
success. Drawing on what is unique about individuals adds value to the way we do business and helps us anticipate and
provide what our customers want from us and what the home hunters want from the Rightmove platforms.
As at 31 December 2016, our female representation on the Board was 33%, with three out of nine Board directors being
female. Following the planned retirement of Colin Kemp in May 2017, this will rise to 38%
The Board continues to focus on the next level of senior management in order to develop potential within this team to step
up to Board level at the appropriate time. It is also important to identify and develop potential within the wider
organisation with a view to strengthening the female representation within the senior management team. In 2016, 18% (2015:
24%) of our senior management team were female. Rightmove has a small senior management team and therefore the loss of
just one female manager can have a big impact on female representation in this group. We are proud that the rest of our
workforce now equally represents men and women.
A breakdown by gender of the number of persons who were directors of Rightmove, senior managers and all other employees as
at 31 December 2016, is set out below:
Please refer to the pdf
http://www.rns-pdf.londonstockexchange.com/rns/7347X_-2017-2-23.pdf
Human rights
Whilst Rightmove does not have a specific human rights policy, it does have policies covering Equal Opportunities,
Anti-slavery and Anti-bribery that adhere to internationally proclaimed human rights principles. There is also a gifts and
hospitality policy and an online register to record all gifts and hospitality that are accepted by employees. This register
is reviewed by the Audit Committee annually.
Charitable activity
We continue to encourage all our employees to devote time and fundraising efforts to charitable causes that are of
particular importance to them as individuals. During 2016 many of our staff have been active in raising money or supporting
fundraising activities across a wide range of charities for which Rightmove matches the donations raised. In 2016 we
contributed £18,000 to UK charities through matched funding. Our employees are also able to donate directly from their
monthly salary to any charity or recognised good cause registered within the UK through the Charities Trust. This provides
a tax efficient means of giving.
In 2016, we contributed £49,000 to support customer initiatives via Agents Giving, where we contribute to the costs of
setting up a charitable activity carried out by our customers, for example paying for the kit to be used by participants in
a charity run or cycling event. This allows for more of the money raised by our customers to go directly to the charity
through a charitable sponsorship fund we set up with Agents Giving in 2014. We were delighted that during 2016, Agents
Giving achieved the milestone of raising over £1 million for a number of charitable initiatives supported by our
customers.
In November 2016, we invited ten young people from the Prince's Trust to attend four weeks' work experience at Rightmove to
learn about the business and the career opportunities on offer. The experience was very rewarding for the young people who
enjoyed the lively family atmosphere and for the many Rightmovers who were involved in organising and delivering the work
experience. The collaboration has resulted in three young individuals being offered a three-month internship within
Rightmove. During the year Rightmove contributed £25,000 to the Prince's Trust.
Environment
Rightmove actively considers its environmental impact and we are conscious of playing our part in tackling climate change.
Rightmove reduces the need for print media and the environmental damage that goes with it. Rightmove takes care to design
the layout of property particulars to reduce the total number of pages that need to be printed out in those cases where a
home hunter does want a physical copy.
Enhanced information on properties also reduces the amount of time home hunters waste in visiting properties that rapidly
turn out to be inappropriate. As a high proportion of viewings involve a car journey, any reduction in wasted viewings has
an environmental benefit. Rightmove has worked hard to increase the number and size of photographs of each property,
improved the size and added functionality to property floor plans and has introduced more comprehensive map searches and
aerial photographs which help home hunters to identify the specific location of a property. Rightmove has added information
on which schools are closest to the properties listed and the broadband speed for the area, all of which combined, provides
high quality information about properties, to reduce the carbon footprint generated by prospective buyers making wasted
journeys.
The Rightmove platforms include functionality for our customers to display Energy Performance Certificates which allow
prospective buyers to evaluate the energy efficiency of a property they are considering buying and to identify
opportunities to improve the energy efficiency once they have purchased the property.
As an internet-based Group with most staff employed in two office locations, we believe our own environmental footprint is
small. We encourage our staff to take steps to address our environmental responsibilities. For instance, we continue to
operate recycling schemes which were established in consultation with local authorities and recycling partners. All waste
bins were removed from the desks in our London and Milton Keynes offices which encourages and increases the amount of
recycling we do.
As an operator of an online property portal, the main environmental impact is the power usage of our data centres. Our
procurement policy is to purchase hardware with the best computational performance which uses the least electrical power.
We encourage our employees to use alternatives to car travel, by promoting the use of public transport in particular when
travelling between our two office locations and by encouraging participation in our Cycle to Work scheme. In 2016 we also
introduced the option for staff entitled to a company car to select hybrid electric cars as an alternative to petrol or
diesel engines.
In 2016, our fuel card provider, Allstar, again partnered with Forest Carbon to capture the CO2 emissions from our fleet of
company cars and turn it into new UK woodlands, under the Allstar Ecopoint scheme. We pay an amount per month per car to
capture the CO2 from each vehicle and with that Forest Carbon plant woodlands that are quality assured by the Governments'
Woodland Carbon Code to offset the emissions from each vehicle. We are provided with an e-certificate annually which shows
us how many trees have been planted for us, as well as their location and how much CO2 they are expected to capture.
As an online business, our culture emphasises a paperless environment. We also recognise that our responsibilities do not
stop with how we operate internally; we encourage all our customers, business partners and suppliers not to unnecessarily
print out emails sent by us in the signature of all our emails. We also continue to focus on streamlining processes and
replacing paper-based services with online services and communications, wherever possible. Steps introduced in recent years
include
e-communications to shareholders and online customer membership forms and product documentation.
Greenhouse gas reporting
The Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 requires all UK quoted companies to report
on their greenhouse gas (GHG) emissions, which are classified as either direct or indirect and which are divided further
into Scope 1, Scope 2 and Scope 3 emissions.
Direct GHG emissions are emissions from sources that are owned or controlled by Rightmove. Indirect GHG emissions are
emissions that are a consequence of the activities of the Group but that occur at sources owned or controlled by other
entities.
Scope 1 emissions: Direct emissions controlled by the Group arising from Company cars. Whilst the cars are leased, we are
responsible for the emissions and therefore we report these under Scope 1.
Scope 2 emissions: Indirect emissions attributable to the Group due to its consumption of purchased electricity.
Scope 3 emissions: Other indirect emissions associated with activities that support or supply the Group's operations, we
include emissions arising from our third party run data centres.
The Group is required to report Scope 1 and 2 emissions for its reporting year to 31 December 2016. Scope 3 is not yet
mandatory, however the Group has again chosen to report Scope 3 emissions as it relates to electricity used in data
centres, in which the Group rents space to house and operate various servers, which host our website platforms.
Rightmove emissions by scope:
Scope Source Tonnes CO2e(1)2016 Tonnes CO2e(1)2015
Scope 1 Company cars 486 492
Scope 2 Electricity 303 342
Scope 3 Outsourced - data centres 298 221
Total 1,087 1,055
(1) UK emissions factors have been used for all data. All emission factors have been selected from the emissions conversion
factors published annually by Defra.
https://www.gov.uk/measuring-and-reporting-environmental-impacts-guidance-for-businesses.
The increase in emissions from our outsourced data centres was due to a new, larger facility coming online during the
year.
Emissions have also been calculated using an 'intensity metric', which will enable the Group to monitor how well we are
controlling emissions on an annual basis, independent of fluctuations in the levels of their activity. As Rightmove is a
'people' business, the most suitable metric is 'Emissions per Employee', based on the average number of employees during
the year. The Group's emissions per employee are shown in the table below.
Emissions per Employee
Scope Source Tonnes CO2eper employee(1)2016 Tonnes CO2eper employee(1)2015
Scope 1 Company cars 1.0 1.2
Scope 2 Electricity 0.6 0.8
Scope 3 Outsourced - Data Centres 0.6 0.6
Total 2.2 2.6
(1) Based on 466 (2015: 412) employees taken as the average number of employees in the Group throughout the year.
Emissions per employee have declined year on year due to an increase in headcount in areas which have not had a
proportionate impact on emissions, such as the use of company cars or running the outsourced data centres. We will continue
to monitor and look for ways to improve energy efficiency.
Methodology
We have reported on all of the emission sources required under the Companies Act 2006 (Strategic Report and Directors'
Report) Regulations 2013. We have used the GHG's Protocol's Operational Control consolidation method. We do not have
responsibility for any emission sources that are not included in the above information.
Health and safety
The Group considers the effective management of health and safety to be an integral part of managing its business. During
2016, we continued our fire safety, first aid and work place safety training. The Group's ongoing policy on health and
safety is to provide adequate control of the health and safety risks arising from work activities. This is delivered
through further consultation with, and training of, employees, the provision and maintenance of plant and equipment, safe
handling and use of all substances and the prevention of accidents and causes of ill health.
GOVERNANCE - Directors and officers
Scott Forbes
Chairman
Appointment to the Board
13 July 2005
Committee membership
Nomination (Chairman)
Current external commitments
Chairman of Ascential plc
Non-executive director of Travelport Worldwide Limited
Chairman of Innasol Group Limited
Previous roles and relevant experience
Chairman of Orbitz Worldwide until September 2015. Director of NetJets Management Ltd, a subsidiary of Berkshire Hathaway
until October 2009. Scott has over 35 years' experience in operations, finance and mergers and acquisitions including 15
years at Cendant Corporation which was formerly the largest worldwide provider of residential property services. Scott
established Cendant's international headquarters in London in 1999 and led this division as Group Managing Director until
he joined Rightmove.
Nick McKittrick
Chief Executive Officer
Appointment to the Board
5 March 2004
Current external commitments
None
Previous roles and relevant experience
Nick is one of the co-founding executives of Rightmove and became Chief Executive Officer in April 2013 having been Chief
Operating Officer since 2005 and additionally Finance Director since 2009. His prior experience is in technology consulting
with Accenture.
Peter Brooks-Johnson
Chief Operating Officer
Appointment to the Board
10 January 2011
Current external commitments
None
Previous roles and relevant experience
Peter joined Rightmove in 2006 and became Chief Operating Officer in April 2013 having been Managing Director of
rightmove.co.uk since 2011 and head of the Agency business since 2008. Prior to joining Rightmove, Peter was a management
consultant with Accenture and the Berkeley Partnership.
Robyn Perriss
Finance Director
Appointment to the Board
30 April 2013
Current external commitments
None
Previous roles and relevant experience
Robyn joined Rightmove in 2007 as Financial Controller with responsibility for day to day financial operations and was
promoted to the Board as Finance Director in April 2013. She was also Company Secretary from April 2012 to July 2014 and
from June to October 2016. Robyn qualified as a chartered accountant in South Africa with KPMG and worked in both audit
and transaction services. Prior to joining Rightmove, Robyn was Group Financial Controller at the online media business,
Auto Trader.
Peter Williams
Senior Independent Non-Executive Director
Appointment to the Board
3 February 2014
Committee membership
Remuneration (Chairman), Audit, Nomination
Current external commitments
Chairman of boohoo.com plc
Chairman of Mister Spex GmbH
Non-executive director of U and I plc
Previous roles and relevant experience
Peter was previously senior independent director of ASOS plc and Sportech plc, Chairman of Jaeger, held non-executive
director roles in Cineworld Group plc, the EMI group, Blacks Leisure Group plc, JJB Sports plc, GCap Media plc and Capital
Radio Group plc. In his executive career, Peter was Chief Executive at Alpha Group plc and prior to that, Chief Executive
of Selfridges plc where he also acted as Chief Financial Officer for over ten years.
Ashley Martin
Non-Executive Director
Appointment to the Board
11 June 2009
Committee membership
Audit (Chairman), Nomination
Current external commitments
Non-executive director of Zegona Communications plc
Previous roles and relevant experience
Ashley qualified as a chartered accountant in 1981 and has a career in finance spanning 35 years. He was previously Global
Chief Financial Officer of Engine Holding LLC and Group Finance Director of Rok plc, the building services group, and Group
Finance Director of the media services company, Tempus plc.
Colin Kemp
Non-Executive Director
Appointment to the Board
3 July 2007
Committee membership
Remuneration, Nomination
Current external commitments
Non-executive director of Ellis Whittam (Holdings) Limited
Previous roles and relevant experience
With over 30 years' experience in high street retail banking, Colin worked for Lloyds Banking Group companies since 1979
including two and a half years on the bank's Retail Executive Committee, before retiring in July 2016. Between January 2005
and December 2007, he was Managing Director of Halifax Estate Agencies Limited. Colin is a Cranfield MBA, an Associate of
the Chartered Institute of Marketing and a Visiting Fellow at Cranfield University.
Rakhi Goss-Custard
Non-Executive Director
Appointment to the Board
28 July 2014
Committee membership
Audit, Remuneration
Current external commitments
Non-executive director of Kingfisher plc
Non-executive director of Schroders plc
Non-executive director of Intu Properties plc
Non-executive director of Be Heard Group plc
Previous roles and relevant experience
Rakhi was previously Director of UK Media at Amazon to June 2014. She held various other senior positions during her
11-year tenure at Amazon including Media, Entertainment, General Merchandise and Book divisions as well as Product
Development. Prior to Amazon, Rakhi previously advised Zappos and held strategy roles at TomTom and Oliver Wyman.
Jacqueline de Rojas
Non-Executive Director
Appointment to the Board
30 December 2016
Current external commitments
Managing Director UKI - Northern Europe of The Sage Group plc,
President of techUK
Previous roles and relevant experience
Jacqueline has been employed throughout her career by global blue-chip software companies. Before joining Sage in 2016,
she held senior positions at Citrix, CA Technologies, McAfee and Ascential Software. She was a non-executive director of
Home Retail Group plc from 2012 to 2016. Jacqueline is an advisor to the Digital Leaders Technology Group and a passionate
advocate for diversity in the workplace.
Sandra Odell
Company Secretary
Appointment as officer to the Board
1 November 2016
Current external commitments
None
Previous roles and relevant experience
Sandra is a Fellow of the Institute of Chartered Secretaries and Administrators. Prior to joining Rightmove, Sandra was
Company Secretary of Quintain, the London property developer, and before that held various senior company secretarial
positions in listed financial services companies.
GOVERNANCE - Corporate governance report
Introduction
The following sections explain how the Company applies the main provisions set out in the 2014 UK Corporate Governance
Code, (the Code) issued by the Financial Reporting Council (FRC), as required by the Listing Rules of the Financial Conduct
Authority (FCA) and meets the relevant information provisions of the Disclosure and Transparency Rules of the FCA.
The statement of corporate governance covers:
· the structure and role of the Board and its committees;
· relations with the Company's shareholders and the Annual General Meeting (AGM); and
· the reports of the Audit Committee and Nomination Committee including Board effectiveness and evaluation.
The report of the Remuneration Committee is set out separately in the Directors' Remuneration Report on pages 53 to 84.
The Group's risk management and internal control framework and the principal risks and uncertainties are described on pages
18 to 20. The Directors' Report on pages 48 to 51 also contains information required to be included in this statement of
corporate governance.
Statement of compliance
The Code sets out the principles and provisions relating to good governance of UK listed companies and can be found on the
FRC's website at https://frc.org.uk.
We are pleased to confirm that, for the year under review, the Company has complied fully with the principles and
provisions of the Code.
The Board's role
The Board is collectively responsible to shareholders for the overall direction and control of the Group and has the powers
and duties set out in the Companies Act and the Company's Articles of Association. The Board delegates certain matters to
the Board committees and delegates the day to day operational aspects of the business to the executive directors.
During the year, the Board has adopted an updated schedule of matters requiring Board approval. These include approval
of:
· Rightmove's business strategy;
· the annual business plan;
· changes to the Group's capital structure;
· the capital management and dividend policies;
· the annual and half year results and shareholder communications;
· major acquisitions and disposals;
· appointment and removal of officers of the Company; and
· the system of internal control and risk management.
The key responsibilities and actions carried out by the Board during the year are set out below:
Responsibility Specific actions and information received during the year
Strategy and direction The June Board meeting was devoted to Rightmove's strategy and included a discussion of the potential Approved the Group's budget for 2017 and its three-year business plan to 2019 Presentation from a media analyst on the online classifieds marketplace and global peer benchmarking
influences, threats and opportunities to Rightmove's business model arising from economic, regulatory
and other market changes. Priority strategic initiatives are featured for monitoring, analysis and
discussion at every Board meeting throughout the year
Performance monitoring Regular market updates and reports about competitive landscape including new business models and Regular updates on business performance relative to analyst consensus forecasts and business plan Presentations from senior management providing an update on Agency and New Homes business performance and progress against the Rightmove customer value equation Housing market updates
innovation
Shareholder engagement Investor feedback received via the executive directors throughout the year, particularly post results Received monthly reports on shareholder composition and analysis of significant changes to the shareholder register Presentation from UBS, Rightmove's corporate broker explaining the key drivers of the Group's valuation Investor consultation eliciting feedback on the proposed Remuneration Policy received via the Remuneration Committee
and investor roadshows
Governance and risk Reviewed key risks appearing on the risk register. Discussed changes in significant risks affecting Reviewed and approved the Group's regulatory results announcements and Annual Report Briefings and presentations from senior management covering a wide range of topics including cyber and information security risks, corporate governance and 2017 insurance renewal programme Consideration of Board Strategy Review externally facilitated by Korn Ferry including analysis of relevant experience and skills on the Board to best support the Group's achievement of its strategic objectives
the business and considered emerging risks Received reports from the Audit Committee on the findings
of Rightmove Assurance
People and values Presentations by senior managers throughout the year to ensure the Board's exposure to the breadth and The Audit Committee reported on Rightmove Assurance's review of employee incentivisation arrangements The Remuneration Committee reported on the proposed executive Remuneration Policy Monitoring of Group employee satisfaction scores across a range of criteria
depth of talent supporting business growth
There are usually seven or eight scheduled Board meetings each year including one meeting or away day devoted to
consideration of the Group's strategy. Additional meetings can be arranged at short notice at the request of any director,
if required. In addition to scheduled Board meetings, there is regular informal dialogue between all directors.
Directors receive Board papers well in advance of meetings to allow sufficient time for review and consideration. If any
director raises a concern or challenges any aspect of the business conducted at a Board meeting, the Company Secretary will
ensure their comments are appropriately recorded in the Board minutes. In addition to formal Board papers, directors
receive monthly management and financial reports on the operational and financial performance of the business setting out
actual and forecast financial performance against approved budgets and other key performance indicators. The Board also
receives copies of broker reports and press releases relating to the Group.
Board committees
The Board has established three principal committees, the Audit Committee, the Remuneration Committee and the Nomination
Committee, to assist it in the execution of its duties. The Chairman of each Committee reports on the respective
Committee's activities at the subsequent Board meeting.
The Committees' terms of reference are available on the Company's corporate website, plc.rightmove.co.uk or by request from
the Company Secretary.
Each of the Committees is authorised, at the Company's expense, to obtain legal or other professional advice to assist in
carrying out its duties. No person other than a Committee member is entitled to attend the meetings of these Committees,
except by invitation of the Chairman of that Committee.
Current membership of the Committees is shown on page 37. The composition of these Committees is reviewed regularly, taking
into consideration the recommendations of the Nomination Committee.
Committee Role and terms of reference Membership required under the terms of reference Minimum number of meetings per year Committee report on pages
Audit Reviews and reports to the Board on: · Group financial reporting;· the system of internal At least three members who should be independent non-executive directors Three 39 - 44
control and risk management; · independence and effectiveness of the external audit process; and
· the internal audit plan, results and effectiveness of Rightmove Assurance, the outsourced
internal audit function. Recommends the appointment of the external auditors to the Board for approval
by shareholders
Remuneration Makes recommendations to the Board on: · the Remuneration Policy and strategy for executive
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