Rightmove PLC Final Results 31 December 2011

 
TIDMRMV 
 
Rightmove plc 
33 Soho Square 
London 
W1D 3QU 
 
 
                                                                EMBARGOED UNTIL 
                                                           7AM 24 FEBRUARY 2012 
 
 
 
                                 RIGHTMOVE plc 
                            2011 FULL YEAR RESULTS 
 
 
 
Rightmove plc, the UK's number one property website, today announces its Full 
Year results for the year ended 31 December 2011. 
 
 
Highlights: 
 
  * Revenue increased by 19% to GBP97.0m (2010: GBP81.6m) 
 
  * Underlying operating profit(1) increased by 23% to GBP69.4m (2010: GBP56.6m) 
 
  * Underlying operating margin(1) up to 71.5% (2010: 69.4%) 
 
  * Underlying basic earnings per share(1) up 26% to 50.3p (2010: 39.8p) 
 
  * Diluted earnings per share(2) up 22% to 42.3p (2010: 34.6p) 
 
  * Net cash at 31 December 2011 of GBP21.8m (2010: GBP23.1m) 
 
  * 4.4m shares bought back during 2011 (2010: 4.2m) at an average price of 
    GBP11.10(2010: GBP7.05) 
 
  * Number of advertisers grew by 1% to 18,276 (2010: 18,042) 
 
  * Average revenue per advertiser (ARPA) up 17% to GBP443 per month 
    (2010: GBP379 per month) 
 
  * Proposed final dividend of 11.0p (2010: 9.0p) making a total dividend of 
    18.0p for the year (2010: 14.0p), up 29% 
 
 
 (1) From continuing operations before share-based payments, NI on share-based 
    incentives and no related adjustment for tax. 
 
 (2) From continuing operations. 
 
 
Ed Williams, Managing Director, said: 
 
"Our 2011 results provide ample evidence to support our claim that `Britain 
Moves at Rightmove.' With further strong growth in 2012, there is every 
prospect that this will be the year when the property industry's spend on 
advertising on the internet will exceed that on local newspapers for the first 
time." 
 
 
For more information please contact: 
 
Rightmove 
 
Ed Williams or Nick McKittrick 
 
Rightmove plc Press Office 0207 087 0605 / 07894 255295 
 
 
 
A PDF copy of the 2011 Full Year results can be downloaded from 
www.rightmove.co.uk/investors 
 
CHAIRMAN'S STATEMENT 
 
It is my pleasure to present Rightmove plc's results for the year ended 
31 December 2011. 
 
Rightmove stakeholders have much to be pleased about based on 2011 performance 
across a variety of measures. Most importantly, Rightmove has become synonymous 
with property advertising and is one of the top ten most popular websites in 
the UK. With over nine billion page impressions served on our fixed internet, 
mobile and tablet platforms 2011, was the busiest year in our history. Website 
traffic grew 22% year on year generating record visibility and enquiries for 
our advertisers. 
 
For several years Rightmove has been evolving from a simple subscription 
business model to become a provider of a broad set of property advertising 
products for our customers. We are especially pleased that over two-thirds of 
our customers now take advantage of this wider product set, allowing them to 
better promote their properties, brand and proposition. 
 
The diversity of our product offerings and industry leading reach contributed 
to another record operating performance with revenue and underlying operating 
profit(1) increasing by 19% and 23% respectively. Our sustained growth has seen 
Rightmove move from a new entrant into the FTSE 350 five years ago, into one of 
the top 200 listed UK companies by market capitalisation, and in 2011 
Rightmove's share price was the second best performing of any FTSE 350 company. 
 
Rightmove continues to drive a strong conversion of profits to cash enabling us 
to return all of the cash from operating activities in 2011 to shareholders 
through either dividends or the repurchase of shares. In 2011 we bought back 
4.4m shares at an average price of GBP11.10 per share whilst increasing dividends 
by 29% to 18.0p (2010: 14.0p). In total we returned GBP65.1m to shareholders 
through dividends and share buy backs. 
 
Results do not come without investment in employees. While our business model 
is not labour intensive, with 300 employees at the year end, we are very 
pleased to have judiciously added to the ranks of senior management ensuring 
that the skills and experience are available to maintain high standards of 
service to customers and home seekers alike. 
 
I want to express my thanks to our employees who continue to put their efforts 
into making Rightmove the best place for home hunters to find their next home 
and for property advertisers to reach the widest possible audience. 
 
 
Financial results 
In terms of financial results, 2011 set new records for both revenue and 
profits. Underlying operating profit(1) was up 23% to GBP69.4m (2010: GBP56.6m) 
driven by strong organic revenue growth coupled with a lower increase in 
operating costs year on year. Underlying basic earnings per share (EPS)(1) was 
up 26% to 50.3p (2010: 39.8p). The increase in EPS was strengthened by the 
repurchase of 4.4m (2010: 4.2m) shares. As at 31 December 2011 the net cash 
position was GBP21.8m (2010: GBP23.1m). 
 
Sale of Holiday Lettings 
In October 2011 we received the final GBP4.9m of contingent consideration from 
the June 2010 sale of our 66.7% shareholding in Holiday Lettings (Holdings) 
Limited. The final cumulative net proceeds from this sale were GBP21.4m, of which 
GBP1.7m will remain in escrow until 2014. 
 
Dividend 
The Board announced that it would increase the interim dividend to 7.0p per 
ordinary share which was paid on 11 November 2011. Consistent with our policy 
of increasing the total dividend for the year in line with underlying operating 
profits, the Board proposes to pay a final dividend of 11.0p (2010: 9.0p) per 
ordinary share for a total dividend for the year of 18.0p (2010: 14.0p). The 
final dividend, subject to shareholder approval, will be paid on 8 June 2012 to 
all shareholders on the register on 11 May 2012. 
 
The Board of directors 
I was delighted to announce the appointment of Peter Brooks-Johnson to the 
Board as an executive director on 10 January 2011. Peter joined Rightmove in 
2006 and has led our main operating business since 2009. His appointment 
demonstrates the depth of talent within the business. 
 
 
My thanks go to the Board more generally for its contribution and support over 
the last year. 
 
Annual General Meeting and resolutions 
The resolutions being proposed at the Annual General Meeting are similar in 
nature to resolutions from prior years. A summary of the business to be 
conducted is described in the Directors' Report. The Notice of Annual General 
Meeting will be published in March 2012. I and the rest of the Board look 
forward to answering any questions and updating shareholders further on the 
development of the business at our Annual General Meeting which will take place 
at 10am on 9 May 2012 at the offices of UBS Limited at 1 Finsbury Avenue, 
London, EC2M 2PP. 
 
 
On behalf of shareholders, I would like to thank Ed Williams and his team for 
the achievements of the past year. With healthy growth in average spend per 
advertiser at the start of the year and in the absence of any unexpected and 
significant deterioration in the UK housing market, the Board remains confident 
of growing the business further in 2012. 
 
 
 
Scott Forbes 
Chairman 
 
 
 1. From continuing operations and before share-based payments and NI on 
    share-based incentives and no related adjustment for tax. 
 
BUSINESS AND FINANCIAL REVIEW 
 
Rightmove is the method of choice by which the vast majority of people in 
Britain look for their next home. In 2011, activity on our website increased 
significantly to new record levels, our lead over our nearest competitor 
widened to its greatest ever and we maintained our status as one of the top ten 
UK websites by traffic. 
 
Revenues, profits and earnings per share (EPS) were all significantly higher 
than in any previous year in Rightmove's history and reflect another year of 
strong growth. The growth was almost entirely as a result of our existing 
agents and developers spending more with us. The demand for our range of 
additional advertising products was particularly strong with spending on these 
products up 43% over 2010. 
 
Our advertising base of estate agents, lettings agents and new home developers 
grew by 1%. This is in spite of 2011 being yet another challenging year for the 
housing market, with transaction volumes in 2011 being little different from 
2008, 2009 and 2010, which is around half the historic levels. We do not 
anticipate that 2012 housing transactions will be at significantly higher 
levels. 
 
Our 2011 results 
Profit after tax(2) increased 20% to GBP46.1m (2010: GBP38.5m). Underlying 
operating profit(1) was up 23% to GBP69.4m (2010: GBP56.6m). Organic revenue growth 
drove overall revenue to GBP97.0m (2010: GBP81.6m), which was up 19% on the prior 
year, and with our underlying cost base(1) rising by only 11% we have again 
demonstrated the scalability and profitability of the Rightmove business model. 
 
We returned all the cash flow generated by the business during the year to our 
shareholders through dividends and share buy backs. The contingent element from 
the sale of Holiday Lettings (HLL) in June 2010 contributed a further GBP4.9m in 
cash. 
 
What we do and the keys to success 
Rightmove provides estate agents, lettings agents and new homes developers 
access to the largest audience of UK home movers by enabling them to advertise 
all their properties on Rightmove for a monthly subscription fee. Customers can 
also take advantage of a wider set of advertising products to promote their 
properties, brand and proposition. 
 
Rightmove's success comes from its market leading position with UK home movers 
and the value we add to our advertisers by giving them the ability to reach the 
largest audience of UK home movers. We believe the foundations of our success 
come from: 
 
  * sustained investment in serving home movers 
 
  * sustained investment in our brand 
 
  * sustained support for our advertisers 
 
  * innovation in advertising products. 
 
Sustained investment in serving home movers 
Home movers use Rightmove because it represents the easiest and most familiar 
way in which to view the best information about properties currently available 
on the market. 
 
The ease of use and quality of information we provide to home movers results 
not just from the scale of our investment in the Rightmove.co.uk website but 
also the experience we have built up over more than a decade. 
 
During 2011 we have continued to invest in serving home movers. We launched a 
brand new version of the iPhone App, which now includes key features such as 
synchronisation with the main website and map based searching. This App has 
been downloaded around 1.5m times. We launched a new search dedicated to 
commercial property and a market leading `sold prices' research tool which 
makes use of our unrivalled property archive. For the new homes market we 
launched development specific micro-sites which provide home movers with more 
comprehensive information on the development and its environs. 
 
These investments and many others contributed to an increase in home mover 
usage of Rightmove. Page impressions were up 22% to 9.3bn (2010: 7.6bn) and 
according to Experian Hitwise, Rightmove served almost double the number of 
pages of property information than all the other fourteen hundred UK property 
websites served in total and around ten times that of our nearest competitor. 
In addition, we saw a big increase in the volume of home hunting activity on 
our mobile platforms in 2011 with the number of searches up over 150% on 2010. 
 
Sustained investment in our brand 
Rightmove benefits from more than ten years of investment in our brand and we 
continue to invest to maintain the strength of our brand recognition and our 
market leading position. 
 
The launch of our new positioning `Britain moves at Rightmove' builds on the 
fact that Rightmove is part of the fabric of everyday life. This is territory 
that is uniquely ours and is borne out by the sheer volume of traffic on 
Rightmove. 
 
 
We ran TV campaigns in January and February, in April, September and October, 
and at Christmas and into 2012. This is the most extensive coverage during any 
year in our history. The campaigns appear to have helped generate even greater 
awareness of Rightmove amongst home movers as well as delivering on our 
commitment to our advertisers to ensure that their properties get the best 
exposure. 
 
Rightmove's investment in its brand is a key defence against new entrants and 
consolidation within our industry. We continue to receive around four out of 
five visits to our website from people typing in the `Rightmove' name, using 
our mobile platforms, responding to our email alerts, or using unpaid links 
from other sites. The remainder comes from organic search, for which we do not 
pay. 
 
We continue to exploit opportunities within social media, for example, via our 
`like' and `share' buttons to Facebook. The Rightmove brand was seen over 135m 
times on Facebook in 2011. We also use social media to engage directly with 
home movers through initiatives such as our `Seller of the Month' competition 
and via conversation on both our Facebook and Twitter branded channels. Whilst 
these provide effective additional channels to reach home movers, there is 
still no evidence that home hunting activity itself is migrating to social 
media environments. 
 
Sustained support for our advertisers 
Our programme of free seminars for agents took us to 30 venues across the UK in 
2011. Over 5,000 agents have taken up the invitation to attend these events in 
the last few years. The seminars aim to help our members to be more successful 
and to get the most from their Rightmove membership, by providing local market 
insight and Rightmove expertise. They also enable us to share best practice in 
other areas such as how agents can use social media to their advantage. 
 
In the current market, a common issue for agents is how to persuade house 
vendors to price their properties competitively.  To support agents with this 
message we ran a consumer campaign during the third quarter of 2011 in which we 
highlighted the fact that only half the properties placed on the market 
actually sell and we urged vendors `not to leave it to chance'.  The campaign 
ran on local radio and the Rightmove website and included a short video with 
helpful guidance to vendors on how to ensure that their property was saleable, 
which was viewed nearly 60,000 times. 
 
In 2011, we increased the number of account managers to allow us to spend more 
time with customers and help them understand the wider range of benefits to be 
derived from Rightmove membership. These benefits include management 
information and reporting tools, competitor comparisons and reports and 
marketing material which customers can use directly with home sellers and 
landlords. 
 
Innovation in advertising products 
2011 saw strong growth in the adoption of our additional advertising products, 
particularly the display advertising products introduced in 2010 and email 
campaigns for new home developers. Around half our revenue growth has come from 
spend on additional advertising products. 
 
 
Taking the year as a whole, 25% of revenue came from spending by our customers 
over and above that spent on listing properties, as compared to 21% in 2010. In 
absolute terms, spending on these products was up 43% on the previous year. We 
would expect to see the proportion of total spending accounted for by these and 
future similar products rise in the coming years. 
 
 
Many of our customers continued to take advantage of a scheme we offer, where 
for a commitment to spend an additional amount every month all year (typically 
GBP275 per month in 2011) they can select whatever combination of our additional 
advertising products they wish in return for a discount against the individual 
list price of the products. Adoption of this scheme has resulted both in a 
significant increase in the average spend on Rightmove per advertiser and a 
continued high predictability of our income streams. 
 
It has also been a year of investment in new products which will be launched in 
2012. These include three products for use on our mobile platforms and the 
introduction of the local valuation alert service for agents eager to win more 
sales instructions. 
 
 
Our focus 
Our focus remains the UK online property advertising market. We see this 
sustained focus as a strength of the business and a key contributor to our 
success. 
 
 
We believe that Rightmove would be a major beneficiary of any increase in the 
number of agents in the market or number of developments being marketed by new 
homes developers. However, that is more a function of improvements in the wider 
property market and economic outlook. We remain committed to increasing the 
absolute amount and the proportion of their overall marketing budgets that our 
customers choose to spend with us. 
 
 
Uncertainties, threats and risks 
The Rightmove business model has proven to be remarkably resilient in the 
unprecedented downturn in the property market experienced in 2008. We have been 
able to grow significantly even in the difficult housing market thereafter. The 
numbers of estate agents, lettings agents and new home developers are 
inevitably affected by the level of property transactions, which continue to be 
below historic trading levels. We do not believe, given the wider state of the 
economy and the specific challenges of the mortgage market, that 2012 will see 
any substantial increase in transaction volumes as compared to the past three 
years. However, whilst further large reductions in the number of agents and 
developers cannot be ruled out, the success of our customers in trading thus 
far through the housing market downturn, gives us grounds for believing that 
membership numbers are unlikely to fall significantly. 
 
 
With regard to our competitive environment, 2011 saw little change. A merger 
was announced in November 2011 between The Digital Property Group, owned by 
DMGT, and Zoopla. At the time of writing, the proposed merger is under review 
by the Office of Fair Trading. If the transaction is approved it would bring 
together the next three largest property portals under a single owner and be 
the latest merger amongst our property portal competitors. 
 
Finally, due to the simplicity of the Rightmove business, we believe that the 
risks relating to operational failures, to financial and legal exposures, to 
fraud or from onerous commercial obligations or liabilities are limited. The 
business has few tangible assets and the major intellectual assets are tied up 
in the design of our website and in our brand identity, recognition and 
reputation. 
 
The key performance indicators that we monitor include: 
 
NUMBER OF ADVERTISERS                 AVERAGE REVENUE PER ADVERTISER 
 
Total membership at end of 2011 was   GBP443 per month, up 17% on 2010 
18,276 (2010: 18,042), up 1.3% year 
on year 
 
MARKET SHARE                          CORPORATE ESTATE AGENTS 
                                      NEW HOME DEVELOPERS 
84% of the market share of the top 4 
UK property websites by pages viewed, 24/25 of both the largest 
2% up on 2010                         corporate estate agents and new 
                                      homes developers advertise on 
Source: Experian Hitwise and          Rightmove.co.uk 
Rightmove: 
December 2011 and December 2010 
 
PAGE IMPRESSIONS                      PROPERTIES DISPLAYED 
 
9.3 billion page impressions up from  1.1 million properties displayed 
7.6 billion in 2010                   on Rightmove.co.uk at 
                                      31 December 2011, same as 2010 
Source: Rightmove 
 
ENQUIRIES                             MOBILE 
 
19.6 million enquiries up from 18.6   228 million searches across mobile 
million enquiries in 2010             platforms up 168% from 85 million 
                                      in 2010 
 
Financial position 
 
Revenue 
Revenue(2) increased in 2011 by 19% to GBP97.0m (2010: GBP81.6m). The majority of 
the growth has come from sales of additional products and increases to 
subscription prices. Our Agency business was the biggest contributor to the 
revenue growth with a year on year increase of GBP13.6m (2010: GBP16.7m). Agency 
has always been by far our largest business and its proportion of our total 
revenue increased to 80% (2010: 78%). 
 
Revenue from the New Homes business increased by 12% to GBP16.9m (2010: GBP15.1m) 
with development numbers stable in the second half of the year suggesting an 
end to the decline that started in the second half of 2008. 
 
Other revenue from our Data Services and Overseas businesses was flat at GBP2.7m 
(2010: GBP2.7m). 
 
Margin growth 
The underlying operating margin(1) for the year increased from 69.4% to 71.5%. 
This has been driven by the strong organic revenue growth coupled with a lower 
increase in underlying operating costs(1). Underlying operating costs(1) 
increased by only GBP2.7m to GBP27.7m (2010: GBP25.0m) with the majority of the 
increase due to additional staff costs and marketing. 
 
Taxation 
The consolidated tax rate from continuing operations for the year ended 
31 December 2011 was 26.6% (2010: 26.2%). 
 
Share-based payments and national insurance 
In accordance with IFRS 2, a non-cash charge of GBP2.3m (2010: GBP1.8m) is included 
in the income statement representing the amortisation of the fair value of 
share-based incentives granted, including Sharesave options, since 2006. 
 
Employer's National Insurance (NI) is being accrued, where applicable, at a 
rate of 13.8% on the potential employee gain on share-based incentives granted. 
Based on a closing share price at 31 December 2011 of GBP12.44 together with the 
actual NI cost on share-based incentives exercised in the year, this resulted 
in a charge of GBP4.4m (2010: GBP2.7m). 
 
Net financial expenses 
A net financial credit of GBP0.1m (2010: GBP0.2m) was recorded, being interest 
income on cash balances, off-set by bank charges and fees in relation to 
our money market facility. 
 
Earnings per share 
Underlying basic EPS(1) increased 26% to 50.3p (2010: 39.8p). Diluted EPS(2) 
increased 22% to 42.3p (2010: 34.6p). The growth in EPS was helped by our share 
buy back programme which reduced the weighted average number of ordinary shares 
in issue to 104.8m (2010: 108.0m). 
 
Profit on disposal of HLL 
A further profit of GBP0.5m has been recognised in relation to the sale of HLL. 
This is due to the final element of consideration being higher than estimated 
due to a better than expected performance by the HLL business. 
 
Statement of financial position 
The Group's statement of financial position remains strong with total equity of 
GBP24.7m at 31 December 2011 (2010: GBP27.9m) and cash balances of GBP21.8m (2010: GBP23.1m). 
 
As a result of better trading, trade receivables in current assets increased by 
29% to GBP13.1m (2010: GBP10.2m). Trade and other payables increased by GBP4.9m to 
GBP20.9m (2010: GBP16.0m) mainly due to an increase in the accrual for the potential 
liability for employer's NI on share-based incentives together with an increase 
in deferred revenue. Our deferred tax assets have grown to GBP10.7m (2010: GBP6.7m) 
representing future tax benefits from share-based incentives. 
 
Cash flow and net debt 
Cash generated from operations was GBP67.7m (2010: GBP58.8m). Cash conversion was 
108% of operating profit. 
 
Tax payments increased to GBP14.3m (2010: GBP12.2m) resulting in net cash from 
operating activities of GBP53.4m (2010: GBP46.5m). 
 
Capital expenditure was GBP0.5m (2010: GBP1.2m). The higher expenditure in 2010 
reflected increased investment in database licences and a disk storage 
solution. 
 
The final element of consideration received from the sale of HLL in June 2010 
contributed a further GBP4.9m of cash in the year. 
 
Proceeds of GBP6.1m (2010: GBP3.9m) were received on the exercise of share-based 
incentives. 
 
A total of GBP48.3m was invested during 2011 in the repurchase of our own shares 
(2010: GBP29.4m) whilst a further GBP16.8m was paid in dividends (2010: GBP13.0m). 
 
The Group entered into an agreement with Barclays Bank Plc for a GBP10.0m 
uncommitted money market loan. To date no amount has been drawn under the 
facility and it has been extended for a further year until February 2013. 
 
As a result of the cash movement noted above, net cash at 31 December 2011 was 
GBP21.8m (2010: GBP23.1m). The Board is confident that with the existing cash 
resources and banking facilities in place, the Group and the Company will 
remain cash positive and will have adequate resources to continue in 
operational existence for the foreseeable future. 
 
The Board's priorities for the usage of cash continue to be: investment in the 
business; payment of dividends; and the return of cash to shareholders via 
share buy backs. The Board believes that the future working capital and capital 
expenditure requirements of the business will continue to be low and that the 
business will be in a position to return surplus capital to shareholders during 
2012 through a combination of dividends and share buy backs. 
 
Current trading and outlook 
The overall outlook for the UK online property advertising market continues to 
be positive, albeit tempered by a continuation of challenging conditions in the 
residential housing market. The market for online advertising continues to 
increase rapidly as its importance is more and more widely accepted. Rightmove 
is well positioned to benefit from both the continued growth in online spending 
and its proven ability to increase market share through increased adoption of 
existing products, further product innovation, pricing and leading brand 
awareness. 
 
With a very strong start to 2012 we are seeing traffic on the Rightmove.co.uk 
website up over 20% on 2011. This has included a series of days which have been 
stronger for site traffic than any other day prior to this year. 2012 has the 
potential to be the first where we serve over 10bn page impressions. In 
addition, our mobile traffic continues to grow at an even faster rate than on 
the main website. 
 
 
Overall advertiser numbers are relatively flat. Average spend per advertiser 
started the year very healthily again and is expected to rise further over the 
coming months. 
 
Subject to there being no further significant decline in the UK housing market, 
the Board remains confident of making further progress in growing the business 
organically in 2012 and beyond. 
 
Ed Williams, Managing Director 
Nick McKittrick, Chief Operating Officer and Finance Director 
 
24 February 2012 
 
(1) From continuing operations before share-based payments, NI on share-based 
incentives and no related adjustment for tax. 
 
(2) From continuing operations. 
 
DIRECTORS AND OFFICERS 
 
Scott Forbes 
Chairman 
Scott was appointed Chairman of Rightmove in 2005. He is also the Chief 
Executive of Bridge Capital Advisors Ltd, which he founded in 2007, and was a 
director of NetJets Management Ltd, a subsidiary of Berkshire Hathaway through 
to October 2009.  Scott has over 30 years' experience in operations, finance 
and mergers & acquisitions which includes 15 years at Cendant Corporation which 
was formerly the largest worldwide provider of residential property services. 
Scott established the Cendant international headquarters in London in 1999 and 
led this division as Group Managing Director until he joined Rightmove. 
(Appointed 13 July 2005.) 
 
 
Ed Williams 
Managing Director 
Ed joined Rightmove in 2000 as Managing Director at its inception. He is also a 
non-executive director of Trader Media Group owner of the UK's leading motoring 
website. His prior experience is in business strategy and IT consulting with 
McKinsey & Co, Accenture and JPMorgan. (Appointed 19 December 2000.) 
 
 
Nick McKittrick 
Chief Operating Officer and Finance Director 
Nick joined Rightmove in 2000. He led the development of Rightmove's original 
website and then went on to build the new homes, lettings and overseas 
businesses. At the start of 2005, Nick became the Managing Director of the main 
Rightmove.co.uk operating subsidiary, overseeing a trebling of revenue in three 
years. In 2009, he was promoted to the role of Chief Operating Officer and 
Finance Director. Before joining the Company he worked in Accenture for eight 
years in the technology consulting division. 
(Appointed to the Board 5 March 2004.) 
 
 
Peter Brooks-Johnson 
Managing Director, Rightmove.co.uk 
Peter joined Rightmove in 2006 and developed the Home Information Packs 
proposition. His focus subsequently shifted to the operation of the 
Rightmove.co.uk website. He then went on to lead, from the beginning of 2008, 
the estate agency business. Peter was promoted to the role of Managing Director 
of Rightmove.co.uk on his appointment to the Board on 10 January 2011 and now 
leads the main operating business. Prior to joining Rightmove, Peter was a 
managing consultant with Accenture and the Berkeley Partnership. 
(Appointed to the Board 10 January 2011.) 
 
 
Jonathan Agnew 
Non-executive Director 
Jonathan joined the Board in 2006 as Senior Independent Director. He is 
Chairman of Beazley, The Cayenne Trust and Ashmore Global Opportunities. 
Jonathan was an investment banker for over 25 years, including being a Managing 
Director of Morgan Stanley and Group Chief Executive of Kleinwort Benson. He 
has been Chairman of Nationwide Building Society, Limit, Gerrard Group and LMS 
Capital and has served on the Council of Lloyd's. (Appointed 16 January 2006.) 
(Chairman of the Remuneration Committee and a member of the Audit and 
Nomination Committees.) 
 
Colin Kemp 
Non-executive Director 
Colin was appointed to the Board in 2007. He is the Commercial Director for the 
Halifax Community Bank following the formation of Lloyds Banking Group in 
January 2009. With over 30 years' experience in high street retail banking, 
Colin has worked for Lloyds Banking Group companies since 1979. His roles have 
included running the Retail Contact Centres and heading up the Halifax Employee 
Share Services business, administering employee share plans to over 400 UK 
companies. Between January 2005 and December 2007, Colin was Managing Director 
of Halifax Estate Agencies Limited. Colin is a Cranfield MBA and an Associate 
of the Chartered Institute of Marketing. (Appointed 3 July 2007.) 
 
 
Ashley Martin 
Non-executive Director 
Ashley joined Rightmove in 2009 as a non-executive director and also as 
Chairman of the Audit Committee, where he provides oversight of the financial 
reporting practices, internal control environment and compliance with the 
various listed company regulations. He is also a member of the Remuneration 
Committee. He qualified as a chartered accountant in 1981 and has a career in 
finance spanning 30 years. He was previously Finance Director of Rok plc, the 
building services group, and Group Finance Director of the media services 
company, Tempus plc. (Appointed 11 June 2009.) (Chairman of the Audit Committee 
and member of the Remuneration Committee.) 
 
 
Judy Vezmar 
Non-executive Director 
Judy joined Rightmove in 2006 as a non-executive director. She is Chief 
Executive Officer of LexisNexis International. LexisNexis®, part of the global 
media group Reed Elsevier PLC, is a leading worldwide provider of 
content-enabled workflow solutions designed specifically for professionals in 
the legal, risk management, corporate, government, law enforcement, accounting 
and academic markets. Judy is responsible for the International Group and their 
expansion of the range of successful online services to over 100 countries. She 
is based in London.  (Appointed 16 January 2006.) (Member of the Audit, 
Remuneration and Nomination Committees.) 
 
 
Liz Taylor 
Company Secretary 
Liz was appointed Company Secretary of Rightmove in 2006. She is a Fellow of 
the Institute of Chartered Secretaries and Administrators and has over 
20 years' company secretarial experience across a variety of FTSE 250 public 
companies in the retail, media and property sectors. Prior to joining 
Rightmove, she was Company Secretary of The Berkeley Group Holdings plc, the 
holding company of the group engaged in residential and commercial property 
development. 
 
SENIOR MANAGEMENT TEAM 
 
Alex Solomon 
New Homes Director 
Alex joined Rightmove in 2005 and, having been responsible for the pricing and 
products portfolios, now runs the new homes business. Prior to joining 
Rightmove he spent six years working as an economist/policy advisor for trade 
bodies, initially representing the interests of agricultural firms at the 
National Farmers' Union and then mortgage firms at the Council of Mortgage 
Lenders. 
 
 
Alan Gearing 
Managing Director, Rightmove Property Services 
Alan joined Rightmove in 2006 developing new sources of revenue separate from 
property advertising. He was appointed as Managing Director of Rightmove's 
Automated Valuation Model division in July 2008. Prior to Rightmove he was a 
founder of both The Asset Management Group (property disposal and maintenance 
services) and The Inventory Exchange (online inventory and property inspection) 
and was Managing Director of a 50 branch estate agency chain. 
 
 
Peter Armstrong 
Commercial Property Director 
Peter joined Rightmove in 2003 and worked in the new homes business, which he 
then went on to run from May 2006 to May 2010. Peter has subsequently taken on 
the role of Commercial Property Director. Prior to Rightmove, Peter worked in 
sales and sales management, latterly in directory advertising with Yell. 
 
 
Miles Shipside 
Commercial Director 
Miles joined Rightmove as a founding director in 2001 bringing 20 years of 
experience at senior levels in independent estate agency and with Halifax 
Estate Agency. He has responsibility for estate agency and media relations, 
specialising in advising the industry on how the internet is transforming home 
moving and the state of the housing market. He qualified as a Chartered 
Surveyor in 1982. 
 
 
Robyn Perriss 
Financial Controller 
Robyn joined Rightmove in 2007 and has day-to-day responsibility for the 
financial operations, based out of Milton Keynes, as well as statutory 
reporting and the treasury function. She was formerly Group Financial 
Controller at the online media business, Trader Media Group. She qualified as a 
chartered accountant in South Africa with KPMG. 
 
 
Simon Hickie 
Human Resources Director 
Simon joined Rightmove in 2007 and has responsibility for driving 
people-focused activity across the business. He was formerly at Bloomberg LP 
where he was responsible for HR operations across Europe, the Middle East and 
Africa. 
 
CORPORATE SOCIAL RESPONSIBILITY 
 
Our people 
Our people are our most highly valued asset. We are proud of our people and the 
mixture of talent and experience that they bring. We depend on their skills and 
commitment to achieve our objectives. 
 
 
Our cultural style is open and honest. We invest in ensuring that all employees 
understand Rightmove's core values and goals. We achieve this through a 
combination of a rigorous selection process, including technical skills 
testing, an off-site residential course to ensure all Rightmovers understand 
our core values, ongoing coaching and mentoring, and cross-functional team 
building events involving all employees. We encourage employee involvement and 
place emphasis on keeping employees informed of the Group's activities via 
bi-monthly staff forums, quarterly conferences and half-yearly business 
performance updates with senior management. 
 
 
We continue to offer our Rightmover-led training academy designed to provide a 
structured means for employees to expand and diversify their skills and 
knowledge and explore new ways of working with one another. Given the 
specialised technical nature of the work we do and the services we provide, we 
also support ongoing external professional development where appropriate. 
 
 
During 2011 we have explored new ways of ensuring that employees are aware of 
the additional benefits that they can access, which have proved to be a useful 
retention tool. This is achieved not only via our induction process and 
intranet but also through benefits fairs. In 2011 we placed particular emphasis 
on communicating the importance of saving for retirement and promoting the 
pension plan we established in 2008 as well as the option to save by salary 
exchange. We did this by holding employee seminars and offering the opportunity 
for one to one briefings with external benefits advisers. In November 2011, the 
Company's third Sharesave contract matured allowing employees to benefit from 
the success of the Group over the last three years. 49% of employees currently 
participate in the Sharesave scheme. 
 
 
Rightmove has a strong commitment to equality of opportunity in all our 
employment policies, practices and procedures. We take a proactive approach 
throughout our recruitment and selection process to ensure that we attract, 
hire and retain a diverse and talented workforce and this is kept under close 
and regular scrutiny. No existing or potential employee will receive less 
favourable treatment due to their race, creed, nationality, colour, ethnic 
origin, age, religion or similar belief, connections with a national minority, 
sexual orientation, gender, gender reassignment, marital status, membership or 
non-membership of a trade union, disability, or any other classification as 
prescribed by law. 
 
 
Charitable activity 
We continue to encourage all our employees to devote time and fundraising 
efforts to charitable causes of particular importance to them as individuals. 
During 2011 a considerable number of staff have been active in raising money or 
supporting the fundraising activities across a wide range of other charities 
for which we offered to match the donations raised for team events. 
 
 
Environment 
Rightmove actively considers its environmental impact. Since our operation is 
primarily office-based, the direct environmental impact is relatively low. 
Indeed Rightmove's business reduces the overall environmental harm associated 
with a variety of aspects of the whole home hunting process. 
 
 
Traditional ways of finding a home tend to involve large amounts of paper and 
printing, whether in the form of newspaper advertising, property particulars 
mailed to applicants through the post or leaflet drops by agents. Rightmove 
reduces the need for print media and the environmental damage that goes with 
them. 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 and has introduced more 
comprehensive map searches and aerial photographs which help home hunters to 
identify the specific location of a property. The higher the quality of the 
information presented about properties, the less carbon footprint is generated 
by prospective buyers making wasted journeys 
 
 
The Rightmove.co.uk website includes 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. 
 
 
We take the environmental impact of our own operations seriously. As an 
internet-based Group with most staff employed in two office locations, we 
believe our own environmental footprint is small and that there are no 
by-products of our operations which have a clear negative impact on the 
environment. Our staff are encouraged 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. 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. 
 
 
As an online Group, our culture emphasises a paperless environment. We also 
recognise that our responsibilities do not stop just with how we operate 
internally - we also encourage all our customers, business partners and 
suppliers not to unnecessarily print out emails sent by us in the signature of 
all our emails. Moreover in 2008 we introduced e-communications for our 
shareholders, including an interactive copy of the annual report to enable 
investors and people with an interest in the Company to print specified pages 
thereby reducing the quantity of printed material we distribute. In 2009, we 
introduced email invoicing for our new homes developer customers and now have 
69% of this customer group on paperless billing. In addition we introduced a 
paperless sign up process for our customers, which has eliminated the need for 
paper-based membership and product documentation. 
 
 
Health and safety 
The Group considers the effective management of health and safety to be an 
integral part of managing its business. During 2010, 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, 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. The Group will maintain safe and healthy working conditions for 
employees, visitors and contractors, and keep the policy on health and safety 
up-to-date with regular reviews and necessary alterations to the policy as 
required. 
 
 
DIRECTORS' REPORT 
 
The directors submit their report together with the audited financial 
statements for Rightmove plc (the Company) and its subsidiary companies (the 
Group) for the year ended 31 December 2011. The Company is domiciled in England 
(registered number 6426485). 
 
 
Principal activities 
The Group operates in the UK residential and commercial property industry 
connecting people to properties. 
 
 
Its principal business is the operation of the Rightmove.co.uk website, which 
is the UK's largest residential property website. Its customers (estate agents, 
lettings agents, new homes developers and overseas homes agents and vendors) 
pay fees for the right to display properties on the Rightmove website, which 
provides home hunters with property details to search. 
 
 
Further information on the Group's activities within each segment during the 
year under review and of its prospects can be found in the Business and 
Financial Review on pages 4 to 10. 
 
 
The following sections inclusive are incorporated by reference into the 
Directors' Report which have been drawn up and presented in accordance with and 
in reliance upon acceptable English company law and the liabilities of the 
directors in connection with the report shall be subject to the limitations and 
restrictions provided by such law: 
 
* Business and financial review (pages 4 to 10) 
* Directors and officers (pages 11 to 12) 
* Corporate social responsibility (pages 14 to 15) 
* Corporate governance (pages 20 to 27) 
* Remuneration report (pages 28 to 41) 
 
In compliance with the business review provisions of the Companies Act 2006, 
within the Business and financial review, principal risk factors are discussed 
under the section `Uncertainties, threats and risks' on page 6. Key performance 
indicators are given on page 7 and information on the likely developments of 
the Group under `Current trading and outlook' on page 9. 
 
 
Sale of Holiday Lettings (Holdings) Limited (HLHL) 
The Group acquired its 67% stake in HLHL in March 2007 for GBP3,108,000 and had 
operated it as a stand-alone business. HLHL was sold to TripAdvisor Limited, 
a wholly owned subsidiary of Expedia Inc., on 21 June 2010. Net cash consideration 
to Rightmove on completion was GBP15,185,000 with a further GBP1,000,000 in Escrow, 
which together with a GBP5,555,000 contingent consideration agreed in October 
2011 took the total proceeds for the Group's 67% stake in the business to 
GBP21,740,000. 
 
 
Trading results 
The Group's underlying operating profit from continuing operations (before 
share-based payments and National Insurance on share-based incentives) for the 
financial year was GBP69,362,000 (2010: GBP56,563,000). Further information on the 
results for the Group is set out in the Consolidated Statement of Comprehensive 
Income on page 44 and the supporting Notes and also the Business and Financial 
Review on pages 4 to 10. 
 
 
Dividend 
An interim dividend of 7.0p (2010: 5.0p) per ordinary share was paid on 
11 November 2011 to shareholders on the register of members at the close of 
business on 14 October 2011. The directors are recommending a final dividend 
for the year of 11.0p (2010: 9.0p) per ordinary share, which together with the 
interim dividend of 7.0p, paid in respect of the half year period ended 
30 June 2011, makes a total for the year of 18.0p (2010: 14.0p), amounting to 
GBP18,606,000 (2010: GBP14,870,000). Subject to shareholders' approval at the Annual 
General Meeting on 9 May 2012, the final dividend will be paid on 8 June 2012 
to shareholders on the register of members at the close of business on 
11 May 2012. 
 
Share capital 
The ordinary shares in issue (including 2,505,430 shares held in treasury) at 
the year end comprised 110,410,636 (2010: 114,761,434) ordinary shares of GBP0.01 
each, being GBP1,104,000 (2010: GBP1,147,000). The holders of ordinary shares are 
entitled to receive dividends as declared from time to time, and are entitled 
to one vote per share at general meetings of the Company. Movements in the 
Company's share capital and reserves in the year are shown in Note 22 and 
Note 23 to the financial statements. Information on the Group's share-based 
incentive schemes is set out in Note 24 to the financial statements. Details of 
the share-based incentive schemes for directors are set out in the Remuneration 
Report on pages 38 to 40. 
 
 
Share buy back 
The Company announced a share buy back programme in June 2007, which continued 
during 2011. Of the 15% authority given by shareholders at the 2011 Annual 
General Meeting, a total of 4,350,798 (2010: 4,161,977) ordinary shares of 
GBP0.01 each were purchased in the year to 31 December 2011, being 3.9% of the 
shares in issue (excluding shares held in treasury) at the time the authority 
was granted. The average price paid per share was GBP11.10 (2010: GBP7.05) with a 
total consideration paid (inclusive of all costs) of GBP48,626,000 
(2010: GBP29,564,000.)Since the introduction of the new parent company in 
January 2008,a total of 21,494,772 shares have been purchased of which 2,505,430 
have been transferred into treasury with the remainder having been cancelled. A 
resolution seeking to renew this authority will be put to shareholders at the 
Annual General Meeting on 9 May 2012. 
 
 
Shares held in trust 
As at 31 December 2011, 4,527,783 (2010: 6,322,329) ordinary shares of GBP0.01 
each in the Company were held by The Rightmove Employees' Share Trust (EBT) for 
the benefit of Group employees These shares had a nominal value at 
31 December 2011 of GBP45,000 (2010: GBP63,000) and a market value of GBP56,326,000 
(2010: GBP49,251,000). The shares held by the EBT may be used to satisfy 
share-based incentives for the Group's employee share plans. During the year 
1,794,546 (2010: 1,096,545) shares were transferred to Group employees 
following the exercise of both executive and Sharesave share options. 
 
 
The terms of the EBT provide that dividends payable on the shares held by the 
EBT are waived. 
 
 
Substantial shareholdings 
As at the date of this report, the following beneficial interests in 3% or more 
of the Company's issued ordinary share capital (excluding shares held in 
treasury) on behalf of the organisations shown in the table below, had been 
notified to the Company pursuant to Rule 5 of the Disclosure and Transparency 
Rules: 
 
Shareholder                            No. of shares              %(1) 
 
Baillie Gifford & Co                       8,615,294               8.0 
 
Cantillon Capital Management               7,840,004               7.3 
 
Marathon Asset Management LLP              7,835,467               7.3 
 
Caledonia (Private) Investments Pty        6,431,468               6.0 
Ltd 
 
Kames Capital (formerly AEGON Asset        5,772,199               5.3 
Management (UK)) 
 
Axa Investment Managers SA                 5,510,468               5.1 
 
Blackrock Inc                              4,777,310               4.4 
 
The Rightmove Employees' Share             4,527,783               4.2 
Trust 
 
Legal & General Investment                 4,146,797               3.8 
Management Ltd 
 
Old Mutual Asset Managers                  3,805,926               3.5 (1)The above percentages are based upon the voting rights share capital (being 
    the shares in issue less shares held in treasury) of 107,905,206. 
 
Directors 
The directors of the Company at the year end and as at the date of this report 
are named on pages 11 to 12 together with their profiles. 
 
 
The Articles of Association of the Company require directors to submit 
themselves for re-appointment where they have been a director at each of the 
preceding two Annual General Meetings and were not appointed or re-appointed by 
the Company at, or since, either such meeting. Following the changes to the 
Combined Code in June 2010, all directors who have served during the year and 
remain a director as at 31 December 2011 will retire at the forthcoming Annual 
General Meeting. 
 
 
The Board is satisfied that the directors retiring are qualified for 
re-appointment by virtue of their skills, experience and contribution to the 
Board. Ed Williams, Nick McKittrick and Peter Brooks-Johnson have service 
agreements with the Company which can be terminated on 12 months notice. The 
appointments for the non-executive directors, Scott Forbes, Jonathan Agnew, 
Colin Kemp, Ashley Martin and Judy Vezmar can be terminated on three months 
notice. 
 
 
The interests of the directors in the share capital of the Company at 
31 December 2011, the directors' total remuneration for the year and details of 
their service contracts and Letters of Appointment are set out in the 
Remuneration Report on pages 28 to 41 At 31 December 2011 all of the executive 
directors were deemed to have a non-beneficial interest in 4,527,783 ordinary 
shares of GBP0.01 each held by the trustees of the EBT. 
 
 
Supplier payment policy 
The Group and Company's policy concerning creditors is to agree payment terms 
with its suppliers, ensure the relevant terms of payment are included in 
contracts and to abide by those terms when it is satisfied that goods or 
services have been provided in accordance with the contracts. For the year to 
31 December 2011, trade creditors on continuing operations represented 11 days 
(2010: 32 days) of average daily purchases. The Group had GBP370,000 of trade 
payables at the year end (2010: GBP1,033,000). 
 
 
Contractual arrangements 
Due to the nature of the Group's business activities, the Group maintains a 
small number of contractual arrangements with external providers of data, 
software, hardware and web-based services, which are essential to support the 
operation of all business segments. However, the loss of one of these 
arrangements due to supplier failure would not result in a critical business 
failure, as such services could be sourced from a number of other suppliers. 
 
 
Research and development 
The Group undertakes research and development expenditure in view of developing 
new products and improving the existing property websites. Further details are 
disclosed in Note 2 to the financial statements on page 53. 
 
 
Charitable and political donations 
The Group made charitable contributions of GBP3,000 (2010: GBPnil). Neither the 
Group or the Company made any political donations during the year (2010: GBPnil). 
 
 
Annual General Meeting 
The Annual General Meeting of the Company will be held at the offices of UBS 
Limited at 1 Finsbury Avenue, London, EC2M 2PP on 9 May 2012 at 10am. 
 
 
The resolutions being proposed at the 2012 Annual General Meeting are general 
in nature including the renewal for a further year of the limited authority of 
the directors to allot the unissued share capital of the Company and to issue 
shares for cash other than to existing shareholders. A resolution will also be 
proposed to renew the directors' authority to purchase a proportion of the 
Company's own shares. 
 
 
One of the items of special business to be addressed at this Annual General 
Meeting relates to the requirement in the Companies (Shareholders' Rights) 
Regulations 2009, which came into force on 3 August 2009, that all general 
meetings must be held on not less than 21 clear days' notice unless 
shareholders approve a shorter notice period. At the 2011 Annual General 
Meeting, a resolution was passed allowing the Company to call general meetings 
(other than Annual General Meetings) on not less than 14 clear days' notice. As 
this authority will expire at the 2012 Annual General Meeting, we will be 
proposing a resolution to renew this authority. 
 
 
Auditor 
KPMG Audit Plc has confirmed its willingness to continue in office as auditor 
of the Group. In accordance with section 489 of the Companies Act 2006, 
separate resolutions for the re-appointment of KPMG Audit Plc as auditor of the 
Group and for the Audit Committee to determine their remuneration will be 
proposed at the forthcoming Annual General Meeting. 
 
 
Audit information 
So far as the directors in office at the date of signing of the report are 
aware, there is no relevant audit information of which the auditor is unaware 
and each such 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. 
 
 
Responsibility statement of the directors in respect of the annual financial 
report 
 
We confirm that to the best of our knowledge: 
  * the financial statements, prepared in accordance with the applicable set of 
    accounting standards, give a true and fair view of the assets, liabilities, 
    financial position and profit or loss of the Company and the undertakings 
    included in the consolidation taken as a whole; and 
 
  * the 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. 
 
Signed by the Board: 
 
Ed Williams, Managing Director 
 
Nick McKittrick,Chief Operating Officer and Finance Director 
 
24 February 2012 
 
 
CORPORATE GOVERNANCE 
 
 
Statement of compliance 
The 2010 UK Corporate Governance Code (UKCGC) sets out the principles and 
provisions relating to good governance of UK listed companies. In this section 
we set out how we have applied the principles and complied with the provisions 
of the UKCGC during 2011. As a UK listed company, the Company is required to 
state whether it has complied with the provisions of the UKCGC and where the 
provisions have not been complied with, to provide an explanation. 
 
The directors believe that the Company is compliant in all areas with one 
exception, which is explained below. 
 
 
The Board, the Board balance and independence 
At the date of this report, the Board comprises eight directors including the 
Chairman (Scott Forbes), three executive directors (Ed Williams, Managing Director, 
Nick McKittrick, Chief Operating Officer and Finance Director and 
Peter Brooks-Johnson, Managing Director, Rightmove.co.uk)and four 
non-executive directors (Jonathan Agnew, who is the Senior Independent Director, 
Colin Kemp, Ashley Martin and Judy Vezmar). 
 
 
Rightmove currently has one female Board member on an eight person Board, 
thereby constituting 12.5% of the Board members.  It is the Board's goal to 
appoint a further female Board member by 2015 as part of the cycle of 
refreshing the membership of the Board.  Assuming an unchanged number of Board 
directors, Rightmove would then have 25% of Board members being female. 
 
 
The directors believe that the Board currently operates effectively and that 
there is an appropriate balance between the executive and non-executive 
directors and that all the non-executive directors are fully independent of 
management and independent in character and judgment. 
 
 
Colin Kemp (non-executive director) is an employee of Lloyds Banking Group. 
Lloyds Banking Group is a customer of Rightmove Group Limited. Until October 
2009, Lloyds Banking Group owned Halifax Estate Agencies Ltd. Halifax Estate 
Agencies Ltd was a shareholder in Rightmove plc until May 2008. Therefore in 
strict application of the UKCGC, Colin Kemp is not considered to be 
independent, though he will be considered to be so from October 2012. 
Nonetheless, the Board considers that Colin Kemp is independent in character 
and in particular continues to challenge rigorously the executive directors and 
the Board as a whole. As a result, the composition of the Board for the year 
under review was not in strict compliance with supporting principle B.1.2 of 
the UKCGC in that at least half of the directors (excluding the Chairman) are 
not considered independent non-executive directors. 
 
 
Ed Williams, Managing Director, is also a non-executive director of Trader 
Media Group. His remuneration in relation to this role is set out in the 
Remuneration Report on page 34, though from July 2010 his remuneration has been 
given directly to charity. 
 
 
Neither the Chairman nor the other two executive directors hold any other 
non-executive directorships or commitments disclosable under the UKCGC. 
 
 
Biographical details of the directors at the date of this report and details of 
their committee membership appear on pages 11 and 12. 
 
 
Directors' remuneration 
The principles and details of directors' remuneration and contractual 
arrangements are contained in the Remuneration Report on pages 28 to 41. 
 
Re-election to the Board 
In accordance with the UKCGC, the Articles of Association require all directors 
to seek re-election every three years. In addition all directors are subject to 
election by shareholders at the first Annual General Meeting following their 
appointment. Following the changes introduced by the UKCGC in June 2010, all 
directors will seek re-election at the 2012 Annual General Meeting. 
 
Board and Committee membership and attendance 
The membership of the Committees of the Board and attendance at Board and 
Committee meetings for the year under review are set out in the table below: 
 
                                    Remuneration        Audit    Nomination 
                             Board     Committee    Committee     Committee 
 
Total meetings                   8             5            4             2 
 
Scott Forbes                     8          5(1)          N/A             2 
 
Jonathan Agnew                   8             5            4             2 
 
Peter Brooks-Johnson             8           N/A          N/A           N/A 
 
Colin Kemp                       7           N/A          N/A           N/A 
 
Ashley Martin                    8             5            4           N/A 
 
Nick McKittrick                  8           N/A          N/A           N/A 
 
Judy Vezmar                      8             5            4             2 
 
Ed Williams                      8           N/A          N/A           N/A 
 
 (1) The Remuneration Committee Chairman has requested that the Chairman of the 
    Board attend the Remuneration Committee meetings. 
 
 
In addition to the above meetings, the Chairman conducts meetings with the 
non-executive directors without the executive directors being present when 
required. Jonathan Agnew, the Senior Independent Director, chaired a meeting of 
the Board at which the performance of the Chairman was also reviewed (without 
the presence of the Chairman). 
 
 
Operation of the Board 
The Board is responsible to shareholders for the overall direction and control 
of the Group. Its key task is to approve strategy, ensuring the successful 
implementation of projects and proposals and monitoring the operating 
performance of the Group in pursuit of its objectives in the interest of 
maximising long-term shareholder value. The Board has adopted a formal schedule 
of matters requiring specific approval. These include, amongst other things, 
the approval of the annual business plan, capital structure, dividend policy, 
acquisitions and disposals, appointment and removal of officers of the Company, 
approval of the Half Year and Full Year results, shareholder communication and 
responsibility for corporate governance and review of the Group's risks and 
system of internal controls. 
 
 
The Board receives meeting papers to allow sufficient time for detailed review 
and consideration of the documents beforehand. If any director has a concern 
about any aspect of the business conducted at any Board meeting, the 
Company Secretary shall discuss this with the director concerned and record 
their concern or comments in the Board minutes. The Board receives monthly 
management and financial reports on the operational and financial performance 
of the business setting out actual and forecast financial performance against 
approved budgets in addition to other key performance indicators. The Board 
also receives copies of broker reports and press releases relating to the 
Group. At least once a year the Managing Director and the senior management 
team present a strategic review and an annual plan to the Board for review and 
approval. 
 
 
The Board normally schedules eight meetings each year although meetings can be 
scheduled at short notice at the request of any director, or if required. In 
addition to formal Board meetings, there is regular informal dialogue between 
all directors. 
 
Chairman and Managing Director 
The posts of Chairman and Managing Director are separate and there are clear 
written guidelines to support their division of responsibilities. The Chairman, 
Scott Forbes, is responsible for the effective conduct and leadership of the 
Board and for communication with shareholders. With the assistance of the 
Company Secretary, the Chairman monitors the information provided to the Board 
to ensure that it is sufficient, pertinent, timely and clear. 
 
 
The Managing Director has day-to-day executive responsibility for the running 
of the Group, leading the executive and operational teams in developing 
strategies and delivering results against defined targets to enable the Group 
to meet its objectives. 
 
 
Board training 
The breadth of management, financial and listed company experience of the 
non-executive directors is described in the biographical details on pages 11 
and 12, and demonstrates a range of business expertise that provides the right 
mix of skills and experience given the size of the Company. There are 
procedures in place for individual Board members to receive induction and 
training tailored to their individual needs and to seek the advice and services 
of independent professional advisers, at the Company's expense, where specific 
expertise or training is required in furtherance of their duties. 
 
 
The directors disclose a qualifying third-party indemnity provision between the 
Company and its directors and officers as provided by the Articles of 
Association of the Company, which was in force at the date of this report. The 
Group has also arranged directors' and officers' insurance cover in respect of 
legal action against the directors. 
 
 
The Group has set out written policies in compliance with a code of securities 
dealings in relation to the shares and equivalent to the Model Code published 
in the Listing Rules. The code applies to all directors, other persons 
discharging managerial responsibility and other relevant employees. 
 
 
Performance evaluation 
The Board conducted a Board evaluation exercise in quarter four of 2011 which 
was led by the Chairman, assisted by the Company Secretary. All directors 
provided feedback on the performance and operation of the Board and its 
Committees. The results were discussed at the Board meeting in December 2011. 
The performance of the individual directors was evaluated by the Chairman with 
input from all directors. At a meeting chaired by Jonathan Agnew, 
Senior Independent Director, (without the presence of the Chairman), the Board 
provided input into and reviewed the performance of the Chairman. 
 
Following these evaluations the directors have concluded that the Board and its 
Committees are operating effectively and that each director is contributing 
effectively and demonstrates commitment to their role. 
 
The Board has agreed to organise an externally facilitated Board evaluation at 
least once every three years and will take some time to review the external 
marketplace over the next year to determine an appropriate facilitator and 
process alternatives with the aim of introducing an external evaluation in 
2012. 
 
 
Relations with shareholders 
The Board is accountable to shareholders for the performance and activities of 
the Company and welcomes the opportunities to engage with shareholders. 
 
Within the terms of the regulatory framework, the Company has conducted regular 
dialogue with institutional shareholders through ongoing meetings with 
institutional investors and research firms to discuss strategy, operating 
performance and financial performance. Contact in the UK is principally with 
the Managing Director and the Chief Operating Officer and Finance Director. The 
Chairman also participates in the USA bi-annual investor road shows. 
Jonathan Agnew, Senior Independent Director, is also available to shareholders 
if they wish to supplement communication or if contact through the normal 
channels is inappropriate. 
 
The Board is kept informed of the views and opinions of those with an interest 
in the Company through reports from the Managing Director and 
Chief Operating Officer and Finance Director as well as reports from the 
Company's joint brokers, UBS and Numis. 
 
 
Shareholders are also kept up to date with the Group's activities through the 
Annual and Half Year Reports and the investor relations section of its website, 
at www.rightmove.co.uk/investors, which provides details of all the directors, 
latest news, including financial results, investor presentations and Stock 
Exchange announcements. 
 
 
Conflicts of interest 
In cases of doubt, the Chairman of the Board is responsible for determining 
whether a conflict of interest exists. 
 
Annual General Meeting 
The Annual General Meeting is an opportunity for shareholders to vote on 
certain aspects of the Company's business, and to ask questions of the 
directors, who will also be available for discussions with shareholders prior 
to and after the meeting. The Annual General Meeting will be held on 9 May 2012 
at the offices of UBS Limited at 1 Finsbury Avenue, London, EC2M 2PP. 
 
 
The Company will arrange for the Annual Report and related papers to be 
available on the Company's corporate website at www.rightmove.co.uk/investors 
or posted to shareholders (where requested) so as to allow at least 20 working 
days for consideration before the Annual General Meeting. 
 
 
The Company also complies with the UKCGC with the separation of all resolutions 
put to the vote of shareholders. The Company proactively encourages 
shareholders to vote at general meetings by providing electronic voting for 
shareholders who hold their shares through the Crest system and provides 
personalised proxy cards to ensure that all votes are clearly identifiable. The 
Company presently takes votes at general meetings on a show of hands on the 
grounds of practicality due to the limited number of shareholders in 
attendance. Votes are taken by a poll at any shareholder meeting where legally 
required. All proxy votes are counted and the level of proxy votes including 
abstentions lodged for each resolution are reported after each resolution and 
published on the Company's website. 
 
 
Board committees 
The Board has established three principal committees, the Audit Committee, the 
Remuneration Committee and the Nomination Committee, each of which operates 
within written terms of reference approved by the Board. 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. 
 
 
Remuneration committee 
The Remuneration Committee's principal responsibility is for setting, reviewing 
and recommending to the Board the remuneration policy and strategy to ensure 
that the Company's executive directors and senior executives are properly 
incentivised and fairly rewarded for their individual contributions to the 
Company's overall performance having due regard to the interests of the 
shareholders and to the financial and commercial health of the Group. Full 
details of the Remuneration Committee's responsibilities, and a report of its 
activities during the year, are set out in the Remuneration Report on pages 28 
to 41. 
 
Nomination committee 
The purpose of the Nomination Committee is to consider and make recommendations 
to the Board about the composition of the Board, including proposed appointees, 
and whether to fill any vacancies that arise or to change the number of Board 
members. 
 
The Nomination Committee consists of Scott Forbes (who is also Chairman of the 
Board), Jonathan Agnew and Judy Vezmar as independent non-executive directors. 
The quorum for meetings of the Nomination Committee is two members. The 
Chairman of the Company may not chair the Nomination Committee in connection 
with any discussion about the appointment of his successor to the chairmanship 
of the Company. In these circumstances, the Senior Independent Director will 
take the chair. Appointments are for a period of up to three years, extendable 
by no more than two additional three year periods, so long as members continue 
to be independent. 
 
 
The Nomination Committee meets at such times as may be necessary and normally 
meets at least twice a year. 
 
 
The Nomination Committee's terms of reference are available on the Company's 
website, www.rightmove.co.uk/investors or by request from the Company 
Secretary. 
 
 
During the year the Nomination Committee has: 
 
  * approved the organisation structure; 
 
  * approved the plans for the succession of the executive directors and the 
    senior management team; 
 
  * agreed the process for the Board's annual evaluation; 
 
  * considered the diversity of the Board and agreed the policy regarding 
    gender composition on the Board; and 
 
  * conducted an annual review of its terms of reference. 
 
 
Audit committee 
The Audit Committee assists the Board in the discharge of its duties concerning 
the announcement of results, the Annual and Half Year Reports and the 
maintenance of an effective system of internal controls. It reviews the scope 
and planning of the audit and the auditor's findings and considers the Group's 
accounting policies and the compliance with those policies and applicable legal 
and accounting standards. 
 
 
The Audit Committee has authority to investigate any areas of concern as to 
financial impropriety that arise and to obtain outside legal or other 
independent professional advice in connection therewith. The Audit Committee's 
principal duties and terms of reference are available on the Company's website, 
www.rightmove.co.uk/investors, or by request from the Company Secretary. 
 
 
The Audit Committee consists of the three independent non-executive directors, 
Ashley Martin (who is Chairman), Judy Vezmar and Jonathan Agnew. Ashley Martin 
was previously the Finance Director of Rok plc and Group Finance Director of 
the media services group Tempus Group plc and, having relevant financial skills 
and experience, was appointed to the role of Audit Committee Chairman on his 
appointment to the Board in June 2009. 
 
 
The quorum for meetings of the Audit Committee is two members. Appointments to 
the Committee are for a period of up to three years, extendable by no more than 
two additional three year periods, so long as members continue to be 
independent. 
 
 
The Audit Committee meets at least four times a year and more often if 
necessary. Two of its meetings are prior to the announcement of the Half Year 
and Full Year results of the Group, when the external auditor is in attendance. 
The Company Secretary acts as Secretary to the Audit Committee. The 
Chief Operating Officer and Finance Director and Financial Controller are 
normally invited to attend the meetings. Colin Kemp, non-executive director, is 
also invited to attend the meetings. 
 
During 2011 the Audit Committee has, amongst other matters: 
 
  * approved the appointment of the external auditor; 
 
  * fixed their remuneration and reviewed the effectiveness of the external 
    audit process; 
 
  * considered the need for an internal audit function; 
 
  * considered its responsibilities to safeguard the audit objectivity and 
    independence as well as the needs of the business and reviewed a policy for 
    non-audit project work; 
 
  * received the report from the external auditor on their review of the 2010 
    Full Year and reviewed the 2010 Annual Report; 
 
  * agreed the remit of the 2011 audit plan by the external auditor; 
 
  * received the report from the external auditor on their review of the 2011 
    Half Year results and reviewed the 2011 Half Year Report; 
 
  * reviewed the Group's treasury policy; 
 
  * received the report from the external auditor on their review of the 
    internal systems and controls; 
 
  * reviewed the whistleblowing policy (which provides the procedure for staff 
 to report any concerns that they may have independent of management about 
 suspected misconduct without fear of retaliation); 
 
  * reviewed the bribery policy and procedures for compliance with the Bribery 
    Act; and 
 
  * conducted an annual review of its terms of reference. 
 
 
Given the simplicity of the organisational structure, the open and accountable 
culture with clear authority limits, the straightforward financial model and 
systems and the fact that the management team and Board conduct regular 
financial reviews, the Audit Committee recommended to the Board that an 
internal audit function was not currently appropriate for the business. This 
decision is kept under regular review. 
 
 
The Audit Committee also discussed its responsibilities to safeguard the audit 
objectivity and independence as well as the needs of the business and agreed 
that it was practical in many cases for the auditor to be assigned to other 
non-audit project work due to their knowledge and expertise of the business. 
This would usually relate to corporate transaction advice and tax compliance. 
The Audit Committee agreed a policy that management be given authority to incur 
non-audit fees up to 50% of the annual agreed audit and tax fee in any 
financial year without the prior approval of the Audit Committee. In 2011 the 
non-audit fees were GBP4,000 in relation to other advisory services and were 
GBP11,000 in relation to tax advice and are fully disclosed in Note 6 of the 
financial statements. 
 
 
Internal controls 
The Board has overall responsibility for the Group's system of internal 
controls and has established a framework of financial and other controls, which 
is periodically reviewed in accordance with the Turnbull guidance for its 
effectiveness. 
 
 
The Board has taken, and will continue to take, appropriate measures to ensure 
that the chances of financial irregularities occurring are reduced as far as 
reasonably possible by continually seeking to improve the quality of 
information at all levels in the Group, fostering an open environment and 
ensuring that the financial analysis is rigorously applied. 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 Group's management has established the procedures necessary to ensure that 
there is an ongoing process for identifying, evaluating and managing the 
significant risks to the Group. These procedures have been in place for the 
whole of the financial year ended 31 December 2011 and up to the date of the 
approval of the financial statements and they are reviewed regularly. 
 
The key elements of the system of internal control are: 
 
  * major commercial, strategic, competitive and financial risks are formally 
    identified, quantified and assessed, discussed with the executive 
    directors, after which they are considered by the Board; 
 
  * a comprehensive system of planning, budgeting and monitoring Group results. 
    This includes monthly management reporting and monitoring of performance 
    against both budgets and forecasts with explanations for all signicant 
    variances; 
 
  * an organisational structure with clearly defined lines of responsibility 
    and delegation of authority; 
 
  * clearly defined policies for capital expenditure and investment exist, 
    including appropriate authorisation levels, with larger capital projects, 
    acquisitions and disposals requiring Board approval; 
 
  * a comprehensive disaster recovery plan based upon co-hosting of the 
    Rightmove.co.uk website across three separate London locations, which is 
    regularly tested and reviewed; 
 
  * a treasury function which manages cash flow forecasts and cash on deposit 
    and is responsible for monitoring compliance with banking agreements, where 
    appropriate; 
 
  * a whistleblowing policy of which all employees are made aware, to enable 
    concerns to be raised either with line management or, if appropriate, 
    confidentially outside the line management structure; and 
 
  * a bribery policy of which all employees are made aware, to ensure 
    compliance with the Bribery Act. 
 
Through the procedures outlined above, the Board has considered all significant 
aspects of internal control for the year and up to the date of this 
Annual Report. 
 
Going concern 
The Board is required under the UKCGC to consider whether or not it is 
appropriate to adopt the going concern basis in preparing the Group and the 
parent Company financial statements. 
 
 
As part of its normal business practice the Group prepares annual and longer 
term financial plans. In addition, a going concern paper was prepared and 
presented to the Audit Committee in February 2012 prior to it recommending the 
approval of the financial statements and notes to the accounts for the year 
ended 31 December 2011 to the Board. 
 
After making enquiries, the Board has a reasonable expectation that the Group 
and the Company has adequate resources and banking facilities to continue in 
operational existence for the foreseeable future. Accordingly, the Board 
continues to adopt the going concern basis in preparing the annual report and 
financial statements. Further information is provided in Note 1 to the 
financial statements. 
 
 
Statement of directors' responsibilities in  respect of the  Annual Report and 
financial statements 
The directors are responsible for preparing the Annual Report and the Group and 
parent Company financial statements in accordance with applicable law and 
regulations. 
 
Company law requires the directors to prepare Group and parent Company 
financial statements for each financial year. Under that law they are required 
to prepare the Group financial statements in accordance with IFRSs as adopted 
by the EU and applicable law and have elected to prepare the parent Company 
financial statements on the same basis. 
 
Under company law the directors must not approve the financial statements 
unless they are satisfied that they give a true and fair view of the state of 
affairs of the Group and parent Company and of their profit or loss for that 
period. In preparing each of the Group and parent Company financial statements, 
the directors are required to: 
 
  * select suitable accounting policies and then apply them consistently; 
 
  * make judgments and estimates that are reasonable and prudent; 
 
  * state whether they have been prepared in accordance with IFRSs as adopted 
    by the EU; and 
 
  * prepare the financial statements on the going concern basis unless it is 
    inappropriate to presume that the Group and the parent Company will 
    continue in business. 
 
The directors are responsible for keeping adequate accounting records that are 
sufficient to show and explain the parent Company's transactions and disclose 
with reasonable accuracy at any time the financial position of the parent 
Company and enable them to ensure that its financial statements comply with the 
Companies Act 2006. They 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 Directors' Report, Directors' Remuneration Report and Corporate 
Governance Statement that comply with that law and those regulations. 
 
The directors are responsible for the maintenance and integrity of the 
corporate and financial information included on the Company's website. 
Legislation in the UK governing the preparation and dissemination of financial 
statements may differ from legislation in other jurisdictions. 
 
 
REMUNERATION REPORT 
In line with the requirements of section 420 of the Companies Act 2006, the 
directors present the report on directors' remuneration for Rightmove plc (the 
Company) and its subsidiary companies (the Group) for the year ended 
31 December 2011. This report sets out the policies under which executive and 
non-executive directors were remunerated and provides tables of information 
showing details of the remuneration and share interests of all the directors. 
In accordance with the requirements, the report provides the disclosure in two 
parts: information subject to audit and information that is not subject to 
audit. 
 
 
Shareholders will be provided with an opportunity to vote on the Remuneration 
Report as set out in this Annual Report at the forthcoming Annual General 
Meeting to be held on 9 May 2012 
 
 
Part I: Unaudited information 
 
This part of the Remuneration Report is not subject to audit. 
 
The Remuneration Committee 
 
Terms of reference 
The primary role of the Remuneration Committee (hereinafter referred to as the 
Committee throughout this report) is to make recommendations to the Board as to 
the Company's broad policy and framework for the remuneration of the executive 
directors, the Chairman of the Board and the Company Secretary. In accordance 
with the UK Corporate Governance Code, the Committee also recommends the 
structure and monitors the level of remuneration for the first layer of 
management below Board level. The Committee is also aware of, and advises on, 
the employee benefit structures throughout the Company and its subsidiaries and 
ensures that it is kept aware of any potential business risks arising from 
those remuneration arrangements. 
 
 
The Committee has formal terms of reference which are reviewed annually and 
updated as required. These are available on the Company's website at 
www.rightmove.co.uk/investors or on request from the Company Secretary. 
 
 
Membership 
The following independent non-executive directors were members of the Committee 
during 2011 and continue to be members. 
 
 
During 2011 the Committee met five times and the attendance is shown below: 
 
                                                             Number of meetings 
                                                                       attended 
Name of director 
 
Jonathan Agnew (Chairman of the Committee)                           5 out of 5 
 
Ashley Martin                                                        5 out of 5 
 
Judy Vezmar                                                          5 out of 5 
 
 
Only members of the Committee have the right to attend Committee meetings. The 
Chairman of the Committee has requested that Scott Forbes, the Chairman of the 
Board, attend the meetings except during discussions relating to his own 
remuneration. The Company Secretary acts as the Secretary of the Committee and 
normally attends the meetings. 
 
 
Ed Williams, Managing Director, may also be invited to meetings and the 
Committee takes into consideration his recommendations regarding the 
remuneration of his executive colleagues and the first layer of management 
below Board level. No director is involved in deciding their own remuneration. 
 
 
The quorum for meetings of the Committee is two members. The Committee will 
meet on such times as may be necessary but will normally meet at least twice a 
year. 
 
Advice 
During the latter part of 2010 and early 2011, Aon Hewitt Limited (trading as 
New Bridge Street) was engaged by the Committee to review the executive 
director remuneration policy. 
 
The Committee and the Board considered that the Company had reached a point at 
which it was necessary that the remuneration practice should be brought closer 
into line with more standard practice among FTSE companies. The Committee 
commissioned an independent review by New Bridge Street to assist in its 
determination of an appropriate future remuneration framework for executive 
directors to apply from 2011. 
 
 
During 2011 New Bridge Street also provided services to the Company in 
connection with the valuation of share-based incentives (as required by IFRS 2) 
and confirmed that, in its view, this service did not present a conflict of 
interest with the services provided to the Committee 
 
 
2011 
In line with its remit, the following matters were considered by the Committee 
during the year: 
 
  * consultation with shareholders on the new remuneration framework; 
 
  * approval of the 2010 Remuneration Report and review of the voting for the 
    report at the Annual General Meeting; 
 
  * approval of the Rightmove Performance Share Plan (PSP); 
 
  * approval of deferred share awards for the 2010 financial year under the 
    Deferred Share Bonus Plan (DSP); 
 
  * setting of all performance measures for the 2011 bonus plan and long term 
    incentives; 
 
  * approval of awards under the PSP; 
 
  * annual review of executive directors' and senior managers' base salaries; 
 
  * agreeing the targets for the 2012 bonus plan; 
 
  * agreeing the targets for the proposed PSP awards to be made in March 2012; 
 
  * review of the Committee's performance during the period; and 
 
  * review of the Committee's terms of reference. 
 
Remuneration policy 
Rightmove's remuneration policy is based on the belief that growth-orientated 
companies should reward executives with demonstrably lower than market base 
salaries and benefits and higher than market equity rewards contingent upon the 
achievement of challenging performance criteria. 
 
 
The key principles of the Committee's policy are as follows: 
 
  * Remuneration arrangements should be designed so as to provide executive 
    directors with the opportunity to receive a share in the future growth and 
    development of the Company which is regarded as fair by both other 
    employees and shareholders. This approach should allow the Company to 
    attract and retain the sort of dynamic, self-motivated individuals who are 
    critical to the success of the business. 
 
  * Executive directors should have below market levels of base salary, minimal 
    benefits (and only benefits which are made available on the same basis to 
    all Rightmove employees), and above market levels of variable pay 
    potential. This arrangement is designed to best align the interests of the 
    executive directors with the interests of shareholders and to reflect the 
    performance driven culture of the Company. 
 
  * Remuneration arrangements should be simple to understand and administer. 
 
  * Changes to remuneration should be made infrequently and those changes made 
    each year should, in most instances, be directly linked to the policies 
    applied to all employees (specifically with regard to rises in base salary 
    and changes in benefits). 
 
  * Executive directors should be principally rewarded for the overall success 
    of the business for which they have collective responsibility. The Company 
    has key short-term, medium-term and long-term goals and executive directors 
    should be incentivised against these goals. 
 
  * Executives should not be able to gain significantly from short-term 
    successes which subsequently prove not to be consistent with growing the 
    overall value of the business. Hence a majority of any bonus payable in 
    relation to short-term strategic goals is required to be taken in the form 
    of shares in the Company which are deferred for a further two years after 
    the bonus target has been achieved. 
 
 
The Committee is sympathetic to the current concerns regarding executive 
remuneration and supportive of proposals to bring more rigour and transparency 
to this area. At the time of writing only the outline of what the government 
and the investor community intend has been made public. The Committee believes 
that its approach to remuneration and the current contractual commitments in 
place with executives are likely to be compatible with the proposals which are 
to be implemented. The Committee's approach already demonstrates a commitment 
to modest guaranteed rewards compared to market norms. Base salaries are modest 
compared to benchmarks and as compared to the average remuneration of employees 
in the business. Executive directors only receive the same additional benefits 
that are available to all employees. Neither employment contracts nor previous 
precedents suggest that the Company offers rewards for failure. No employment 
contract has a term greater than one year and claw back provisions are in place 
with regard to bonus and the PSP plans. To the extent that executive 
remuneration has been high or may continue to be so, this has been the result 
of the strong operating performance of the business and the high level of 
shareholder returns generated. As stated above, overall remuneration philosophy 
is for significantly lower than benchmark fixed remuneration and higher 
proportionate rewards for success. This appears to be in line with the 
government's policies. 
 
 
2011 Remuneration 
As disclosed in detail in last year's Remuneration Report, the Committee has 
approved a number of significant changes to the remuneration framework in order 
to ensure that the framework remains consistent with the Committee's 
remuneration policy. In particular, base salaries are being adjusted to a more 
market competitive level (albeit a level that is still significantly below the 
market median) in order to ensure that the Company is able to recruit and 
retain high quality executives. 
 
These changes, approved by shareholders at the 2011 Annual General Meeting, are 
being phased in over a three year period to 2013. The first phase of these 
changes applied in 2011 and, in summary, pay arrangements comprised the 
following: 
 
  * Base salaries of GBP260,000 for Ed Williams and Nick McKittrick. Peter 
    Brooks-Johnson received a salary of GBP200,000 in the first year of his 
    appointment as an executive director. 
 
  * No pension provision for Nick McKittrick and Ed Williams. Peter 
    Brooks-Johnson was appointed to the Board in January 2011 and was already a 
    member of the stakeholder pension plan with the Company paying employer 
    contributions of GBP3,000 per annum. 
 
  * An annual cash bonus of up to 65% of salary (reduced from 75% in 2010) and 
    a deferred share bonus of up to 110% of salary (reduced from 125% in 2010) 
    for Ed Williams and Nick McKittrick. The corresponding figures for Peter 
    Brooks-Johnson were a cash bonus of up to 60% of salary and a deferred 
    share bonus of up to 100%. The bonus was determined by a mixture of 
    underlying profit performance and key performance indicators relating to 
    underlying drivers of long-term revenue growth. 
 
  * A grant under the PSP of nil cost options or contingent shares worth up to 
    200% of salary to Ed Williams and to Nick McKittrick and 125% of salary to 
    Peter Brooks-Johnson. Vesting of awards is subject to a mixture of earnings 
    per share growth (EPS) (75% of the awards) and relative Total Shareholder 
    Return (TSR) (25% of the awards) performance targets. 
 
All 2011 bonus targets were met in full. Therefore, a cash bonus of GBP169,000 
will be paid to Ed Williams and Nick McKittrick and GBP120,000 to Peter 
Brooks-Johnson after the announcement of the Full Year results for the year 
ended 31 December 2011. In addition an award of deferred shares in the Company 
worth 110% of salary will be granted to Ed Williams and Nick McKittrick and 
100% of salary to Peter Brooks-Johnson respectively under the DSP which will be 
deferred until March 2014. The bonus payment reflects the increase in 
underlying operating profit and strong share price performance in the period, 
the website traffic performance and the retention of all of Rightmove's key 
customers. The Committee believes the resulting bonus payment is appropriate in 
the context of the business performance against business targets and relative 
to prevailing market conditions in the property and media industries. 
 
 
2012 remuneration and details of the future remuneration framework 
During 2010, the Committee undertook a consultation process with major 
shareholders and investor bodies and, at the 2011 Annual General Meeting, 
received widespread support for the introduction of its revised remuneration 
framework with 99.0% of the votes cast in favour of the Remuneration Report. 
Consequently, the revised remuneration framework is being implemented and 
phased in over three years (2011-2013). The Committee reserves the right to 
revisit executive remuneration should the circumstances dictate but its 
intention is to implement these changes over three years with no further 
alterations to the remuneration framework during that time. Despite the 
particularly strong share price performance of the Company over the past year, 
the Committee is proposing no further changes to its original proposals. 
 
2012 is the second year of the phased changes. Full details of pay arrangements 
for 2012 are outlined on pages 31 to 33. 
 
Base salary 
The Committee had previously agreed that Ed Williams and Nick McKittrick should 
have equal levels of base salary. It had also agreed that the market benchmark 
used to assess their pay should be consistent with this decision; hence the use 
of a benchmark which is based on the FTSE 250 median for the average pay for a 
chief executive and a finance director. 
 
As disclosed in the 2010 Remuneration Report, the Committee has determined that 
the value of Ed Williams' and Nick McKittrick's fixed pay (salary plus benefits) 
should be adjusted so that by 2013 it is approximately 25% below the 
market benchmark. Based on the current market benchmark used by the Committee 
(used in the 2010 review and adjusted to reflect the 4% salary increase 
received by employees in 2012) and the current minimal benefits received by the 
directors, this implies a salary level for these two directors in 2013 of 
approximately GBP374,000. This figure is subject to annual review by the 
Committee in 2013 to take account of any significant changes in Rightmove's 
size and also basic inflation (as represented by the average Rightmove employee 
salary increase for 2013). 
 
The second phased increase towards this target level applies in 2012. The 
previously agreed base salaries (of GBP306,000 each for 2012) were subject to 
review by the Committee to take account of any significant changes in 
Rightmove's size (no adjustment was made despite a significant increase in 
share price during the year) and also basic inflation (where a market 
adjustment was applied at the same percentage rate of 4% as for other 
employees). Therefore base salaries for Ed Williams and Nick McKittrick with 
effect from 1 January 2012 were set at GBP318,240. 
 
The Committee has agreed that by the end of the implementation of the new 
remuneration framework in 2013, Peter Brooks-Johnson's salary should be 75% of 
Ed Williams and Nick McKittrick's salaries and accordingly his salary was 
increased to GBP245,000 with effect from 1 January 2012, as a transitional point 
to the 2013 level. 
 
The current salaries for the executive directors with effect from 1 January 
2012 are set out in the table below: 
 
                                      Salary                            Salary 
 
                              1 January 2012                  31 December 2011 
 
Executive directors(1) 
 
Ed Williams                         GBP318,240                          GBP260,000 
 
Nick McKittrick                     GBP318,240                          GBP260,000 
 
Peter Brooks-Johnson                GBP245,000                          GBP200,000 
 
 (1) The executive directors' wages and salaries made up 9% of the Group's wages 
    and salaries cost in 2011. 
 
 
Pension and other benefits 
The Group operates a stakeholder pension plan for employees under which the 
employer contributes 6% of base salary (to a maximum of GBP3,000 each year) 
subject to the employee contributing a minimum of 3% of base salary. Ed 
Williams and Nick McKittrick voluntarily do not participate in this 
arrangement. Peter Brooks-Johnson is a member of the stakeholder pension plan 
and the Company contributes GBP3,000 per annum. The Company does not contribute 
to any personal pension arrangements. 
 
 
The executive directors are entitled to private medical insurance and to life 
assurance cover equal to four times base salary. A medical cash plan was 
introduced in 2011 to all employees and Nick McKittrick is a member of the 
plan. 
 
 
Annual performance-related bonus 
The Committee believes that the annual cash and deferred share bonus schemes 
offer a competitive potential reward. As disclosed last year, it is, therefore, 
reducing the directors' bonus potential as a percentage of salary over the 
three years 2011-2013 to ensure that the monetary value of the potential bonus 
is maintained broadly at the value as before the implementation of the new pay 
framework. 
 
Consequently, concurrent with the salary increase outlined above, annual bonus 
potential for Ed Williams and Nick McKittrick in 2012 will be reduced to 150% 
of salary (175% of salary in 2011). Peter Brooks-Johnson's annual bonus 
potential in 2012 is also 150% of salary (160% of salary in 2011). In all 
cases, the maximum bonus in 2012 will be made up of 55% of salary in cash and 
95% of salary in deferred shares. Assuming implementation of the final proposed 
salary increase, executive directors' bonus potentials will be reduced further 
to 125% of salary in 2013 (50% of salary paid in cash and 75% of salary in 
deferred shares). Deferred shares will vest after two years and be potentially 
forfeitable over that period. 
 
The bonus will, as in previous years, be determined principally (70%) by profit 
before tax performance with targets set in relation to a carefully considered 
business plan and requiring significant out-performance of that plan to trigger 
maximum payments. A significant portion of the bonus (30%) will be determined 
by reference to pre-set targets for key performance indicators relating to 
underlying drivers of long-term revenue growth. 
 
 
Share awards 
At flotation and in 2009 and 2010, the Company awarded market value share 
options to executive directors and other selected employees designed to align 
the interests of employees with the long-term success of the business. As 
outlined in last year's Remuneration Report however, the Committee believes 
that awards of performance shares are now more consistent with general FTSE 
practice and provide better alignment of executive reward to performance. 
 
Consequently, following shareholder approval at the 2011 Annual General 
Meeting, the PSP was established. The PSP permits annual awards of nil cost 
options or contingent shares worth up to 200% of salary. Ed Williams and Nick 
McKittrick will receive an annual award in 2012 of 175% of salary 
(2011: 200%). Their annual award is intended to reduce again in 2013 to an 
award of shares worth 150% of salary concurrent with their planned salary 
increase for that year. Peter Brooks-Johnson will receive an award of 150% of 
salary in 2012 (2011: 125% of salary). 
 
Shares will only vest in the event of prior satisfaction of a performance 
condition. The Committee has made clear in previous Remuneration Reports that 
it believes EPS growth is the most appropriate type of performance condition 
for this particular business at this stage in its development. It also 
recognises that a number of shareholders believe it important that relative TSR 
should also be a performance measure in order for there to be a clear alignment 
of executive and shareholder interests. 
 
 
Consistent with 2011, PSP awards to executive directors under the PSP in 2012 
will be subject to a mixture of EPS (75% of the awards) and relative TSR 
(25% of the awards) performance but with a higher EPS threshold of 30% growth at 
which awards are eligible to vest (2011: 25% growth). 
 
 
The 2012 targets are as follows: 
 
Relative TSR condition 
The vesting schedule for the relative TSR element of executive directors' 2012 
PSP awards is set out below. It is consistent with the TSR condition used for 
previous grants under the share-based incentive schemes. Performance will be 
measured over three financial years. 
 
TSR performance of the Company            % of award vesting 
relative to the FTSE 250 Index                 (maximum 25%) 
                           (1) 
 
           Less than the Index                            0% 
 
            Equal to the Index                         6.25% 
 
     25% higher than the Index                           25% 
 
      Intermediate performance         Straight-line vesting 
 
(1) If the FTSE 250 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 25% of the shares 
to vest. 
 
 
EPS condition 
The Group's EPS growth will be measured over a period of three financial years 
(2012-2014). The EPS figure used will be equivalent to the Group's reported 
diluted underlying EPS but with a standard UK tax rate applied (Normalised 
EPS). 
 
 
The following vesting schedule will apply for executive directors' PSP awards 
to be granted in 2012: 
 
         Normalised EPS growth             % of award vesting 
          from 2012 to 2014(1)                  (maximum 75%) 
 
                 Less than 30%                             0% 
 
                           30%                         18.75% 
 
                           50%                            75% 
 
           Between 30% and 50%          Straight-line vesting 
 
(1) Assuming no change in the enacted UK corporation tax rate of 26% before the 
end of the three-year performance period, the benchmark Normalised EPS for the 
financial year 2011 from which these growth targets will be measured is 47.5p. 
 
 
The Committee regards these targets as stretching, particularly as the 2011 EPS 
(the benchmark for the 2012 award) is a record high for the Company. The 
Committee is comfortable that these targets are consistent with Company 
strategy and with what the Board regards as an acceptable level of business 
risk. 
 
The non-executive directors do not participate in, or benefit from, any of the 
Company's share incentive or bonus plans except that Scott Forbes received 
pre-admission unapproved options in consideration for his work involved in the 
IPO and in accordance with his contractual agreement on appointment in 2005. 
 
 
Executive directors are also eligible to participate in the Company's employee 
Sharesave scheme. Ed Williams, Nick McKittrick and Peter Brooks-Johnson all 
contribute the maximum amounts permitted under the scheme which commenced on 
1 November 2009 and which matures in November 2012. Details are included in the 
table on pages 38 to 40. 
 
Dilution 
All existing executive share-based incentives can be satisfied from shares held 
in the Rightmove Employees' Share Trust (EBT) and shares held in treasury. It 
is intended that the 2012 share-based incentive awards would also be settled 
from shares currently held in the EBT or from shares held in treasury without 
any requirement to issue further shares. 
 
 
Clawback 
The new UK Corporate Governance Code provision (applying for the first time 
this year) states that companies should consider the introduction of 'clawback' 
provisions in `exceptional circumstances of misstatement or misconduct'. The 
Committee supports this provision and has introduced relevant clawback clauses 
in the Group's DSP and PSP rules. 
 
 
Shareholding policy 
To be consistent with best practice, a formal share ownership guideline applies 
for executive directors requiring them to retain at least half of any share 
awards vesting or exercised (after selling sufficient shares to meet the 
exercise price and to pay the tax due) until they have a Rightmove shareholding 
worth at least 200% of salary for the Managing Director and 100% of salary for 
any other executive director. The value of the current shareholdings held by 
the executive directors as a percentage of base salary is shown in the table on 
page 41. 
 
 
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 public company and 
retain any fees received. 
 
 
Ed Williams was appointed as a non-executive director of Trader Media Group in 
November 2010. In the year to 31 December 2011 he received fees of GBP30,000 
which, from July 2011, were donated directly to charity. 
 
 
Chairman's and non-executive directors' fees 
In 2009, the Board decided to increase fees for the Chairman and non-executive 
directors in future years annually, directly in line with the basic level of 
pay rise received by employees within the business until such time as it was 
considered appropriate to conduct a wider review of non-executive director 
remuneration. Accordingly, the Board approved an increase to the fees payable 
to the Chairman and non-executive directors of 4% per annum. With effect from 
1 January 2012, the Chairman is entitled to receive a fee of GBP108,160 per annum 
(2011: GBP104,000). The other non-executive directors are entitled to receive a 
basic fee of GBP43,264 per annum (2011: GBP41,600) and an additional GBP5,408 fee per 
annum (2011: GBP5,200) for the chairing of the Audit and Remuneration Committees. 
Jonathan Agnew is paid a further GBP5,408 fee per annum (2011: GBP5,200) as Senior 
Independent Director. 
 
The non-executive directors' fee levels are within the limits set by the 
Articles of Association of the Company. The current fee levels for the 
non-executive directors with effect from 1 January 2012 are set out in the 
table below: 
 
                               Fee                      Fee    Increase in fee 
                    1 January 2012               year ended 
                                           31 December 2011 
 
Scott Forbes              GBP108,160                 GBP104,000                 4% 
 
Jonathan Agnew             GBP54,080                  GBP52,000                 4% 
 
Colin Kemp(1)              GBP43,264               GBP41,600(1)                 4% 
 
Ashley Martin              GBP48,672                  GBP46,800                 4% 
 
Judy Vezmar                GBP43,264                  GBP41,600                 4% 
 
 (1) Colin Kemp, non-executive director, waived his fee in full for 2011. The 
    fee will be payable with effect from 1 January 2012. 
 
Directors' service contracts and non-executive directors' terms of appointment 
The Committee's policy on service agreements for executive directors is that 
they should provide for 12 months notice of termination by the Company and by 
the executive. Any proposals for the early termination by the Company of the 
service agreements of directors or senior executives are considered by the 
Committee. 
 
 
The service agreements for the executive directors (Ed Williams, Nick 
McKittrick and Peter Brooks-Johnson) allow for lawful termination of employment 
by making a payment in lieu of notice or by making phased payments over any 
remaining unexpired period of notice. The phased payments may be reduced if, 
and to the extent that, the executive finds an alternative remunerated 
position. 
 
 
Scott Forbes' appointment may be terminated by either party giving to the other 
not less than three months notice in writing. The Company may also terminate by 
making a payment in lieu of notice. Scott Forbes is not contractually entitled 
to any other benefits on termination of his contract other than in relation to 
his share options as described in the table on page 39. 
 
 
The Letters of Appointment of Jonathan Agnew, Colin Kemp, Ashley Martin and 
Judy Vezmar provide for a term of up to two three-year periods and a possible 
further three-year term (subject to re-election by shareholders and subject to 
the director remaining independent). The appointments may be terminated with a 
notice period of three months on either side and the Letters of Appointment set 
out the time commitments required to meet the expectations of their roles. 
 
Copies are available for inspection on request to the Company Secretary. 
 
Further details of all directors' contracts and Letters of Appointment are 
summarised below. 
 
                                     Date of contract                  Length of 
                             Date of       /Letter of    Notice    service at 24 
                         appointment   Appointment(1)  (months)    February 2012 
 
 
Executive directors 
 
Ed Williams 
(Managing Director) 19 December 2000  7 February 2006        12       11 years 2 
                                                                          months 
 
Nick McKittrick(2)      5 March 2004  7 February 2006        12       7 years 11 
                                                                          months 
 
Peter                10 January 2011 22 February 2011        12   1 year 1 month 
Brooks-Johnson(3) 
 
Non-executive 
directors 
 
Scott Forbes            13 July 2005 21 February 2006         3 6 years 7 months 
(Chairman) 
 
Jonathan Agnew 
(Senior Independent  16 January 2006 12 December 2005         3  6 years 1 month 
Director) 
 
Colin Kemp               3 July 2007  4 December 2007         3 4 years 7 months 
 
Ashley Martin           11 June 2009     11 June 2009         3 2 years 8 months 
 
Judy Vezmar          16 January 2006 12 December 2005         3  6 years 1 month 
 
 
(1) The service contracts and the Letters of Appointment for all directors with 
the exception of Peter Brooks-Johnson (who was appointed to the Board on 
10 January 2011) were transferred from Rightmove Group Limited to Rightmove plc 
with effect from 28 January 2008 on completion of a Scheme of Arrangement under 
the Companies Act 1985. 
 
(2) Nick McKittrick joined the Group in December 2000 and was appointed to the 
Board on 5 March 2004. His service with the Group at the date of this report is 
11 years and 2 months. 
 
(3) Peter Brooks-Johnson was appointed to the Board on 10 January 2011. His 
service with the Group at the date of this report is 6 years and 1 month. 
 
 
Performance graph 
In 2011, the Company's share price ended the year up 60% year on year (the FTSE 
250 was down 13%), making it the second best performing share in the FTSE 350 
for 2011 and third best performing FTSE 350 share over the last three years. 
 
 
The graph on the left below compares the TSR of Rightmove's shares against the 
FTSE 250 Index for the period from 1 January 2009 to 31 December 2011. 
Specifically, it illustrates the value of GBP100 invested in Rightmove's shares 
and in the FTSE 250 Index over that period. This index was chosen as the 
comparator because Rightmove is a current constituent of this index. It was 
used as a comparator in the performance condition applying to share options 
granted in 2009 (100% TSR), 2010 (50% TSR) and 25% of the PSP awards in 2011. 
It will also be used as the criteria applied to 25% of the PSP awards to be 
granted in 2012. 
 
 
The graph on the right below illustrates, for statutory purposes, the TSR of 
Rightmove's shares against the FTSE 250 Index for the five years to 
31 December 2011. 
 
 
Part II Audited information 
 
 
Directors' remuneration 
The remuneration of the directors of the Company during the year for time 
served as a director is as follows: 
 
 
 
                                        2011 
                           Basic  cash bonus Benefits in 
                          salary  payable(1)     kind(2) 2011 total  2010 total 
                           /fees                                            (3) 
                               GBP           GBP          GBP           GBP           GBP 
 
 
Executive directors 
 
Ed Williams 
(Managing Director)      260,000     169,000       1,233    430,233     381,251 
 
Nick McKittrick          260,000     169,000       1,090    430,090     381,251 
 
Peter Brooks-Johnson     200,000     120,000       3,921    323,921        -(4) 
 
Non-executive 
directors 
 
Scott Forbes             104,000           -           -    104,000     100,000 
(Chairman) 
 
Jonathan Agnew 
(Senior Independent       52,000           -           -     52,000      50,000 
Director) 
 
Colin Kemp(5)                  -           -           -          -           - 
 
Ashley Martin             46,800           -           -     46,800      45,000 
 
Judy Vezmar               41,600           -           -     41,600      40,000 
 
Former directors 
 
Stephen Shipperley             -           -           -          -      40,000 
(6) 
 
(1) Bonus relates to the accrued cash payment in respect of the Full Year 
results for the year ended 31 December 2011. In addition to the 2011 cash bonus 
noted above an award of deferred shares worth 110% of salary (year ended 
31 December 2010: 125% of salary) will be granted to Ed Williams and Nick 
McKittrick respectively and 100% of salary for Peter Brooks-Johnson under the 
DSP in March 2012 and vesting in 2014. The bonus payment reflects the increase 
in underlying operating profit and strong share price performance in the year, 
the measurement of website traffic and the retention of all of Rightmove's key 
customers. The Committee believes the resulting bonus payment is appropriate in 
the context of the business performance against business targets and relative 
to prevailing market conditions in the property and media industries. 
 
(2) Benefits in kind for the executive directors relate to private medical 
insurance (all directors), pension contributions (Peter Brooks-Johnson) and the 
medical cash plan (Nick McKittrick). 
 
(3) Additionally, on 4 March 2011, Ed Williams and Nick McKittrick were both 
awarded 29,199 deferred shares under the DSP which vest in 2013. The monetary 
value of these awards was GBP271,549. The awards related to the bonus in respect 
of the Full Year results for the year ended 31 December 2010 and were 
calculated based upon a share price of GBP9.30. The awards are included in the 
table on page 38. 
 
(4) Peter Brooks-Johnson was appointed to the Board on 10 January 2011. 
 
(5) Colin Kemp waived his fee in 2011. 
 
(6) Stephen Shipperley, non-executive director, resigned from the Board on 
31 December 2010. 
 
 
Share-based incentives held by the directors and not exercised as at 
31 December 2011 
 
            Date granted    Share-based Granted Exercise Exercised     Share Share-based  Vesting   Expiry 
                             incentives in year    price   in year  Price at incentives   date(1)     date 
                                   held                              date of     held at 
                         1 January 2011                             exercise 31 December 
                                                                                    2011 
 
Executive directors 
 
Ed Williams    14/3/2006          7,317       -    GBP4.10         -         -    7,317(1)  Between    13/3/ 
(Managing     (Approved)                                                                    14/3/     2016 
Director)                                                                                  2009 & 
                                                                                            14/3/ 
                                                                                             2011 
 
               15/3/2006      1,681,412       -    GBP3.35 (300,000) GBP13.47827   1,381,412  Between    14/3/ 
            (Unapproved)                                       (1)                   (1)    15/3/     2016 
                                                                                           2009 & 
                                                                                            15/3/ 
                                                                                             2011 
 
                5/3/2009     373,007(2)       -    GBP2.24         -         -     373,007 5/3/2012 4/3/2019 
            (Unapproved) 
 
               1/10/2009          2,135       -    GBP4.25         -         -       2,135    1/11/    30/4/ 
             (Sharesave)                                                                     2012     2013 
 
                5/3/2010     130,474(5)       -    GBP6.66         -         -     130,474 5/3/2013 4/3/2020 
            (Unapproved) 
 
                5/3/2010      39,205(6)       -    GBP0.00         -         -      39,205 5/3/2012 4/3/2013 
                   (DSP) 
 
                4/3/2011              -  29,199    GBP0.00         -         -      29,199 4/3/2013 3/3/2014 
                   (DSP)                    (7) 
 
                4/5/2011              -  49,289    GBP0.00         -         -      49,289 4/3/2014 3/3/2016 
                   (PSP)                    (8) 
 
Total                         2,233,550  78,488        - (300,000)         -   2,012,038 
 
Nick           14/3/2006          7,317       -    GBP4.10   (1,317) GBP12.42247    6,000(1)  Between    13/3/ 
McKittrick    (Approved)                                       (1)                          14/3/     2016 
                                                                                           2009 & 
                                                                                            14/3/ 
                                                                                             2011 
 
               15/3/2006        987,047       -    GBP3.35 (387,047) GBP12.42247  600,000(1)  Between    14/3/ 
            (Unapproved)                                       (1)                          15/3/     2016 
                                                                                           2009 & 
                                                                                            15/3/ 
                                                                                             2011 
 
              10/10/2007      75,000(3)       -    GBP5.22         -         -      75,000    15/3/    9/10/ 
            (Unapproved)                                                                     2011     2017 
 
                5/3/2009     279,755(2)       -    GBP2.24         -         -     279,755 5/3/2012 4/3/2019 
            (Unapproved) 
 
               1/10/2009          2,135       -    GBP4.25         -         -       2,135    1/11/    30/4/ 
             (Sharesave)                                                                     2012     2013 
 
                5/3/2010     114,165(5)       -    GBP6.66         -         -     114,165 5/3/2013 4/3/2020 
            (Unapproved) 
 
                5/3/2010      31,364(6)       -    GBP0.00         -         -      31,364 5/3/2012 4/3/2013 
                   (DSP) 
 
                4/3/2011              -  29,199    GBP0.00         -         -      29,199 4/3/2013 3/3/2014 
                   (DSP)                    (7) 
 
                4/5/2011              -  49,289    GBP0.00         -         -      49,289 4/3/2014 3/3/2016 
                   (PSP)                    (8) 
 
Total                         1,496,783  78,488        - (388,364)         -   1,186,907 
 
                                                                                                                        Peter           14/3/2006 
Brooks-Johnson  (Approved)        2,439      -     GBP4.10         -         -    2,439(1) Between  13/3/2016 
                                                                                         14/3/ 
                                                                                         2009 & 
                                                                                         14/3/ 
                                                                                         2011 
 
                15/3/2006        85,949      -     GBP3.35   (85,949) GBP9.69559        -(1) Between  14/3/2016 
              (Unapproved)                                      (1)                      15/3/ 
                                                                                         2009 & 
                                                                                         15/3/ 
                                                                                         2011 
 
               10/10/2007     75,000(3)      -     GBP5.22         -         -      75,000 15/3/2011 9/10/2017 
              (Unapproved) 
 
                 5/3/2009    139,286(2)      -     GBP2.24         -         -     139,286  5/3/2012  4/3/2019 
              (Unapproved) 
 
                1/10/2009         2,135      -     GBP4.25         -         -       2,135 1/11/2012 30/4/2013 
               (Sharesave) 
 
                 5/3/2010     52,553(5)      -     GBP6.66         -         -      52,553  5/3/2013  4/3/2020 
              (Unapproved) 
 
                 5/3/2010     34,821(6)      -     GBP0.00         -         -      34,821  5/3/2012  4/3/2013 
                     (DSP) 
 
                 4/3/2011            -  18,393     GBP0.00         -         -      18,393  4/3/2013  3/3/2014 
                     (DSP)                  (7) 
 
                 4/5/2011            -  23,697     GBP0.00         -         -      23,697  4/3/2014  3/3/2016 
                     (PSP)                  (8) 
 
Total                           392,183 42,090         -   (85,949)        -     348,324 
 
 
Non-executive director 
 
Scott Forbes    15/3/2006     1,138,729      -     GBP3.35  (500,000) GBP9.62266     638,729  Between  14/3/2016 
(Chairman)    (Unapproved)                                      (4)                  (4)  15/3/ 
                                                                                          2007 & 
                                                                                          15/3/ 
                                                                                          2009 
 
 
 
(1) In March 2006, 1,981,412, 987,047 and 257,847 pre-admission options were 
granted to Ed Williams, Nick McKittrick and Peter Brooks-Johnson under the 
Rightmove Unapproved Executive Share Option Plan and 7,317 pre-admission 
options were granted to each of the executive directors under the Rightmove 
Approved Executive Share Option Plan. The options vested as to one third of 
the number of option shares on each of the third, fourth and fifth 
anniversaries of the date of the option grant. 
 
 
Ed Williams exercised 300,000 of the vested pre-admission unapproved options in 
November 2011 and sold all the shares immediately on exercise at a market value 
of GBP13.47827 per share. Of the 1,318,412 pre-admission unapproved options and 
7,317 pre-admission approved options outstanding for Ed Williams as at 
31 December 2011, all options have vested and are eligible for exercise. 
 
 
Nick McKittrick exercised 387,047 vested pre-admission unapproved options and 
1,317 vested pre-admission approved options in September 2011 and sold all the 
shares immediately on exercise at a market value of GBP12.42247 per share. Of the 
600,000 pre-admission unapproved options and 6,000 pre-admission approved 
options outstanding for Nick McKittrick as at 31 December 2011, all options 
have vested and are eligible for exercise. 
 
 
Peter Brooks-Johnson exercised 85,949 pre-admission unapproved options in 
March 2011 and sold all the shares immediately on exercise at a market value of 
GBP9.69559. The 2,439 pre-admission approved options outstanding for Peter 
Brooks-Johnson as at 31 December 2011 have vested and are eligible for 
exercise. 
 
(2) The options granted on 5 March 2009 are exercisable on 5 March 2012 at an 
exercise price of GBP2.24, subject to 100% TSR performance criteria based upon 
the performance of Rightmove's shares against the FTSE 250 Index for the period 
from 1 January 2009 to 31 December 2011. 
 
                 Relative TSR condition                2009 options exercisable 
 
                    Less than the Index                                      0% 
 
                     Equal to the Index                                     25% 
 
              25% higher than the Index                                    100% 
 
               Intermediate performance                   Straight-line vesting 
 
At the end of the performance period, Rightmove's TSR was 660.8% compared to 
70.5% for the FTSE 250 Index. As this level of out performance is more than 
25%, these options will be fully exercisable from 5 March 2012. 
 
(3) The options granted on 10 October 2007 are exercisable from 15 March 2011 
at an exercise price of GBP5.22 subject to the basic EPS per the audited 
consolidated financial statements for the Group for the year ended 
31 December 2010 being not less than 30.0p. All options have vested. 
 
(4) Pre-admission unapproved options granted to Scott Forbes in March 2006 
under the Rightmove Unapproved Executive Share Option Plan, vest as to one 
third of the number of option shares on each of the first, second and third 
anniversaries of the date of the option grant. 
 
Scott Forbes exercised 500,000 of the vested pre-admission unapproved options 
in March 2011 and sold all the shares immediately on exercise at a market value 
of GBP9.62266 per share. All pre-admission options outstanding as at 
31 December 2011 have vested and are eligible for exercise. 
 
(5) The options granted on 5 March 2010 are exercisable on 5 March 2013 at an 
exercise price of GBP6.66 subject to the following performance conditions: 
 
 
The vesting of 50% of the 2010 award will be dependent on a relative TSR 
performance criteria based upon the performance of Rightmove's shares against 
the FTSE 250 Index for the period from 1 January 2010 to 31 December 2012. 
 
                 Relative TSR condition                2010 options exercisable 
 
                                                                  (maximum 50%) 
 
                    Less than the Index                                      0% 
 
                     Equal to the Index                                   12.5% 
 
              25% higher than the Index                                     50% 
 
               Intermediate performance                   Straight-line vesting 
 
The vesting of 50% of the 2010 award will be dependent on the satisfaction of 
the Group's Normalised EPS growth for the period 1 January 2010 to 
31 December 2012. 
 
             EPS condition   2010 options exercisable   2010 options exercisable 
                                 up to 200% of salary        over 200% of salary 
 
                       25%                         0%                         0% 
 
                       45%                    In full                         0% 
 
                       65%                          -                    In full 
 
  Intermediate performance      Straight-line vesting     Straight- line vesting 
 
Assuming no change in the standard corporation tax rate before the end of the 
three-year performance period, the benchmark EPS for the financial year 2009 
from which these growth targets will be measured is 26.7p. 
 
(6) On 5 March 2010, Ed Williams, Nick McKittrick and Peter Brooks-Johnson were 
awarded deferred shares under the DSP, which vest in 2012. The closing share 
price on the date of grant was GBP6.77. 
 
(7) On 4 March 2011, Ed Williams, Nick McKittrick and Peter Brooks-Johnson were 
awarded deferred shares under the DSP, which vest in 2013. The closing share 
price on the date of grant was GBP9.59. 
 
(8) On 4 May 2011, Ed Williams, Nick McKittrick and Peter Brooks-Johnson were 
awarded 49,289, 49,289 and 23,697 shares respectively under the PSP, which vest 
in 2014 and are subject to a mixture of EPS (75% of the awards) and relative 
TSR (25% of the awards) performance with the greater weighting on EPS to 
reflect its particular relevance to the performance of the business. The 
closing share price on the date of grant was GBP10.39. 
 
 
The vesting schedule for the relative TSR element of executive directors' 2011 
PSP awards is set out below. It is consistent with the TSR condition used for 
previous grants under the share option scheme. Performance will be measured 
over three financial years. 
 
                  Relative TSR condition                     % of award vesting 
 
 
                                                                  (maximum 25%) 
 
                     Less than the Index                                     0% 
 
                      Equal to the Index                                  6.25% 
 
               25% higher than the Index                                    25% 
 
                Intermediate performance                  Straight-line vesting 
 
Rightmove's EPS growth will be measured over a period of three financial years 
(2011-2013). The EPS figure used will be equivalent to the Normalised EPS (the 
reported diluted underlying EPS but with a standard tax rate applied). 
 
 
The following vesting schedule will apply for executive directors' awards 
granted in 2011: 
 
                   Normalised EPS growth                     % of award vesting 
 
                       from 2011 to 2013                          (maximum 75%) 
 
                           Less than 25%                                     0% 
 
                                     25%                                 18.75% 
 
                                     50%                                    75% 
 
                     Between 25% and 50%                  Straight-line vesting 
 
Assuming no change in the enacted corporation tax rate of 27% before the end of 
the three-year performance period, the benchmark Normalised EPS for the 
financial year 2010 from which these growth targets will be measured is 37.2p. 
 
Directors' interests in shares 
 
 
The interests (both beneficial and family interests) of the directors in office 
at 31 December 2011 in the share capital of the Company were as follows: 
 
                         Interests in                    Interests in 
                   ordinary shares of GBP0.01         share-based incentives 
 
                              At             At               At             At 
                31 December 2011 1 January 2011 31 December 2011 1 January 2011 
 
Executive directors 
 
Ed Williams            1,072,578      1,374,178        2,012,038      2,233,550 
(Managing 
Director) 
 
Nick                     129,000        129,000        1,186,907      1,496,783 
McKittrick 
 
Peter                      4,543          4,543          348,324        392,183 
Brooks-Johnson 
 
Non-executive directors 
 
Scott Forbes 
(Chairman)               619,300        619,300          638,729      1,138,729 
 
Jonathan Agnew 
(Senior 
Independent                5,000         30,000                -              - 
Director) 
 
Colin Kemp                     -              -                -              - 
 
Ashley Martin              2,060          2,060                -              - 
 
Judy Vezmar               16,343         31,343                -              - 
 
  * The Company's shares in issue (including 2,505,430 shares held in treasury) 
    as at 31 December 2011 comprised 110,410,636 (2010: 114,761,434) ordinary 
    shares of GBP0.01 each. 
 
  * The mid-market share price of the Company was GBP8.12 as at 4 January 2011 
    (the first day of trading in 2011) and was GBP12.44 as at 30 December 2011 
    (the last day of trading in 2011). The mid-market high and low share prices 
    of the Company were GBP14.24 (8 November 2011) and GBP7.66 (17 January 2011) 
    respectively in the year. 
 
  * The executive directors are regarded as being interested, for the purposes 
    of the Companies Act 2006, in 4,527,783 (2010: 6,322,329) ordinary shares 
    of GBP0.01 each in the Company currently held by the EBT as they are, 
    together with other employees, potential beneficiaries of the EBT. 
 
  * The directors' beneficial holdings represent 1.7% of the Company's shares 
    in issue as at 31 December 2011 (2010: 2.0%) (excluding shares held in 
    treasury). 
 
  * There have been no changes to the above interests between the year end and 
    the date of this report. 
 
 
The interests of the executive directors in office at 31 December 2011 in the 
share capital of the Company as a percentage of basic salary were as follows: 
 
 
                               Number of shares         Value of       Value of 
                  Basic salary          held at        shares at  shares as a % 
                1 January 2012 31 December 2011 31 December 2011       of basic 
                                                                         salary 
 
Executive directors 
 
Ed Williams           GBP318,240        1,072,578      GBP13,342,870          4,193 
(Managing 
Director) 
 
Nick                  GBP318,240          129,000       GBP1,604,760            504 
McKittrick 
 
Peter                 GBP245,000            4,543          GBP56,515             23 
Brooks-Johnson 
 
Jonathan Agnew 
Chairman, Remuneration Committee 
24 February 2012 
 
 
Auditor's Report 
 
Independent auditor's report to the members of Rightmove plc 
We have audited the financial statements of Rightmove plc for the year ended 31 
December 2011 set out on pages 44 to 81. The financial reporting framework that 
has been applied in their preparation is applicable law and International 
Financial Reporting Standards (IFRSs) as adopted by the EU and, as regards the 
parent Company financial statements, as applied in accordance with the 
provisions of the Companies Act 2006. 
 
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. 
 
 
Respective responsibilities of directors and auditor 
As explained more fully in the Directors' Responsibilities Statement set out on 
page 27, the directors are responsible for the preparation of the financial 
statements and for being satisfied that they give a true and fair view. Our 
responsibility is to audit, and express an opinion on, the financial statements 
in accordance with applicable law and International Standards on Auditing (UK 
and Ireland). Those standards require us to comply with the Auditing Practices 
Board's (APB's) Ethical Standards for Auditors. 
 
 
Scope of the audit of the financial statements 
A description of the scope of an audit of financial statements is provided on 
the APB's website at www.frc.org.uk/apb/scope/private.cfm. 
 
 
Opinion on financial statements 
In our opinion: 
 
  * the financial statements give a true and fair view of the state of the 
    Group's and of the parent Company's affairs as at 31 December 2011 and of 
    the Group's profit for the year then ended; 
 
  * the Group financial statements have been properly prepared in accordance 
    with IFRSs as adopted by the EU; 
 
  * the parent Company financial statements have been properly prepared in 
    accordance with IFRSs as adopted by the EU and as applied in accordance 
    with the provisions of the Companies Act 2006; and 
 
  * the financial statements have been prepared in accordance with the 
    requirements of the Companies Act 2006 and, as regards the group financial 
    statements, Article 4 of the IAS Regulation. 
 
 
Opinion 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; 
 
  * the information given in the Directors' Report for the financial year for 
    which the financial statements are prepared is consistent with the 
    financial statements; and 
 
  * information given in the Corporate Governance Statement set out on pages 20 
    to 27 with respect to internal control and risk management systems in 
    relation to financial reporting processes and about share capital 
    structures is consistent with the financial statements. 
 
Matters on which we are required to report by exception 
We have nothing to report in respect of the following: 
Under the Companies Act 2006 we are required 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 financial 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 specified by law are not 
    made; or 
 
  * we have not received all the information and explanations we require for 
    our audit; or 
 
  * a Corporate Governance Statement has not been prepared by the Company. 
 
Under the Listing Rules we are required to review: 
 
  * the directors' statement, set out on page 27, in relation to going concern; 
 
  * the part of the Corporate Governance Statement on pages 20 to 27 relating 
    to the Company's compliance with the nine provisions of the UK Corporate 
    Governance Code specified for our review; and 
 
  * certain elements of the report to shareholders by the Board on directors' 
    remuneration. 
 
 
 
 
SJ Wardell (Senior Statutory Auditor) 
for and on behalf of KPMG Audit Plc, Statutory Auditor 
 
Chartered Accountants 
Altius House 
One North Fourth Street 
Milton Keynes, MK9 1NE 
 
24 February 2012 
 
 
 
                CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 
                      FOR THE YEAR ENDED 31 DECEMBER 2011 
 
 
                          Year ended       Year ended 
                    31 December 2011 31 December 2010 
 
               Note             GBP000             GBP000 
 
Continuing 
operations 
 
Revenue        2,5            97,017           81,556 
 
Administrative              (34,350)         (29,490) 
expenses 
 
Operating                     69,362           56,563 
profit before 
share-based 
payments and 
NI on 
share-based 
incentives 
 
Share-based     24           (2,269)          (1,846) 
payments 
 
NI on           24           (4,426)          (2,651) 
share-based 
incentives 
 
 
Operating       6             62,667           52,066 
profit 
 
Financial       8                182              171 
income 
 
Financial       9              (121)                8 
(expenses)/ 
credit 
 
Net financial                     61              179 
income 
 
Profit before                 62,728           52,245 
tax 
 
Income tax      10          (16,674)         (13,710) 
expense 
 
Profit from                   46,054           38,535 
continuing 
operations 
 
Discontinued 
operation 
 
Profit from 
discontinued    11               451           19,467 
operation 
(net of income 
tax) 
 
Profit for the 
year being                    46,505           58,002 
total 
comprehensive 
income 
 
Attributable 
to:                           46,505           58,002 
Equity holders 
of the Parent 
 
Earnings per 
share (pence) 
 
Basic           12             44.37            53.69 
 
Diluted         12             42.71            52.08 
 
Earnings per share - continuing 
operations (pence) 
 
 
Basic           12             43.94            35.67 
 
Diluted         12             42.29            34.60 
 
 
Dividends per   13             16.00            12.00 
share (pence) 
 
Total           13            16,777           12,957 
dividends 
 
 
 
                 CONSOLIDATED STATEMENT OF FINANCIAL POSITION 
                            AS AT 31 DECEMBER 2011 
 
 
                           Note        31 December 2011       31 December 2010 
                                                   GBP000                   GBP000 
 
Non-current assets 
 
Property, plant and         14                    1,120                  1,488 
equipment 
 
Intangible assets           15                    1,320                  1,463 
 
Trade and other           11,17                   1,667                  1,000 
receivables 
 
Contingent consideration    11                        -                    667 
 
Deferred tax assets         21                   10,684                  6,675 
 
Total non-current assets                         14,791                 11,293 
 
Current assets 
 
Trade and other             17                   14,990                 11,865 
receivables 
 
Contingent consideration    11                        -                  4,437 
 
Cash and cash equivalents   18                   21,768                 23,148 
 
Total current assets                             36,758                 39,450 
 
Total assets                                     51,549                 50,743 
 
Current liabilities 
 
Trade and other payables    19                 (20,874)               (15,989) 
 
Income tax payable                              (6,021)                (6,890) 
 
Total current liabilities                      (26,895)               (22,879) 
 
 
Net assets                                       24,654                 27,864 
 
Equity 
 
Share capital             22,23                   1,104                  1,147 
 
Other reserves              23                      328                    285 
 
Retained earnings           23                   23,222                 26,432 
 
Total equity attributable 
to the equity holders of    23                   24,654                 27,864 
the Parent 
 
 
The financial statements were approved by the Board of directors on 
24 February 2012 and were signed on its behalf by: 
 
 
Ed Williams, Director 
 
Nick McKittrick,Director 
 
                    COMPANY STATEMENT OF FINANCIAL POSITION 
                            AS AT 31 DECEMBER 2011 
 
 
                                        31 December 2011       31 December 2010 
                            Note                    GBP000                   GBP000 
 
Non-current assets 
 
Investments                  16                  540,094                539,304 
 
Deferred tax assets          21                    8,373                  5,142 
 
Total non-current assets                         548,467                544,446 
 
Total assets                                     548,467                544,446 
 
Current liabilities 
 
Trade and other payables     19                 (93,315)               (25,652) 
 
Total current liabilities                       (93,315)               (25,652) 
 
 
Net assets                                       455,152                518,794 
 
Equity 
 
Share capital               22,23                  1,104                  1,147 
 
Other reserves               23                  106,794                105,961 
 
Retained earnings            23                  347,254                411,686 
 
Total equity attributable    23 
to the equity holders of                         455,152                518,794 
the Parent 
 
 
 
The financial statements were approved by the Board of directors on 
24 February 2012 and were signed on its behalf by: 
 
Ed Williams,Director 
 
Nick McKittrick,Director 
 
 
                     CONSOLIDATED STATEMENT OF CASH FLOWS 
                      FOR THE YEAR ENDED 31 DECEMBER 2011 
 
                                                  Year ended         Year ended 
                                            31 December 2011   31 December 2010 
                                    Note                GBP000               GBP000 
 
Cash flows from operating 
activities 
 
Profit for the year                                   46,505             58,002 
 
Adjustments for: 
 
Depreciation charges                 14                  661                575 
 
Amortisation charges                 15                  279                336 
 
Loss on disposal of property, plant                       68                 76 
and equipment 
 
Loss on disposal of intangible                            26                  1 
assets 
 
Financial income                      8                (182)              (171) 
 
Financial expenses/(credit)           9                  121                (8) 
 
Share-based payments charge          24                2,269              1,846 
 
Gain on sale of discontinued         11                (451)           (18,691) 
operation (net of income tax) 
 
Income tax expense                   10               16,674             14,014 
 
Operating cash flow before changes                    65,970             55,980 
in working capital 
 
Increase in trade and other                          (3,129)            (2,734) 
receivables 
 
Increase in trade and other                            4,870              5,585 
payables 
 
Increase in provisions                                     -                  4 
 
Cash generated from operating                         67,711             58,835 
activities 
 
Interest paid                                          (121)              (136) 
 
Income taxes paid                                   (14,281)           (12,198) 
 
Net cash from operating activities                    53,309             46,501 
 
Cash flows from investing 
activities 
 
Interest received                                        186                109 
 
Acquisition of property, plant and   14                (361)              (906) 
equipment 
Acquisition of intangible assets     15                (162)              (245) 
 
Proceeds on disposal of property,                          -                 15 
plant and equipment 
 
Disposal of discontinued operation 
(net of cash disposed of)            11                4,888             13,284 
 
Net cash from investing activities                     4,551             12,257 
 
Cash flows from financing 
activities 
 
Dividends paid                       13             (16,777)           (12,957) 
 
Subsidiary dividends paid to         13                    -              (300) 
minority shareholders 
 
Purchase of own shares for           23             (48,288)           (29,358) 
cancellation 
 
Share related expenses               23                (323)              (206) 
 
Proceeds on exercise of share        23                6,148              3,893 
options 
 
Repayment of borrowings                                    -           (22,500) 
 
Debt issue costs                                           -               (75) 
 
Net cash used in financing                          (59,240)           (61,503) 
activities 
 
Net decrease in cash and cash 
equivalents                                          (1,380)            (2,745) 
 
Cash and cash equivalents at                          23,148             25,893 
1 January 
 
 
Cash and cash equivalents at         18               21,768             23,148 
31 December 
 
                        COMPANY STATEMENT OF CASH FLOWS 
                      FOR THE YEAR ENDED 31 DECEMBER 2011 
 
                                                  Year ended         Year ended 
                                            31 December 2011   31 December 2010 
                                     Note               GBP000               GBP000 
 
Cash flows from operating activities 
 
(Loss)/profit for the year            23             (5,991)             96,093 
 
Adjustments for: 
 
Financial income                                           -           (99,904) 
 
Financial expenses                                       499                759 
 
Share-based payments charge           24               1,479              1,043 
 
Income tax credit                                    (1,880)            (1,444) 
 
Operating cash flow before changes                   (5,893)            (3,453) 
in working capital 
 
Increase in trade and other payables                  71,281             63,112 
 
Cash generated from operating                         65,388             59,659 
activities 
 
Interest paid                                              -               (69) 
 
Net cash from operating activities                    65,388             59,590 
 
Cash flows from investing activities 
 
Interest received                                          -                  7 
 
Net cash from investing activities                         -                  7 
 
Cash flows from financing activities 
 
Dividends paid                        13            (16,777)           (12,957) 
 
Purchase of own shares for            23            (48,288)           (29,358) 
cancellation 
 
Share related expenses                23               (323)              (206) 
 
Repayment of borrowings                                    -           (22,500) 
 
Net cash used in financing                          (65,388)           (65,021) 
activities 
 
 
Net decrease in cash and cash                              -            (5,424) 
equivalents 
 
Cash and cash equivalents at                               -              5,424 
1 January 
 
 
Cash and cash equivalents at          18                   -                  - 
31 December 
 
           CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY 
                      FOR THE YEAR ENDED 31 DECEMBER 2011 
 
 
                                     EBT                       Reverse 
                          Share   shares Treasury    Other acquisition Retained    Total 
                        capital  reserve shares   reserves     reserve earnings   equity 
                   Note    GBP000     GBP000      GBP000    GBP000        GBP000     GBP000     GBP000 
 
 
At 1 January 2010         1,189 (16,185) (11,917)      105         138   29,863    3,193 
 
Total 
comprehensive 
income 
 
Profit for the                -        -        -        -           -   58,002   58,002 
year 
 
Transactions with 
owners recorded 
directly in equity 
 
Share-based          24       -        -        -        -           -    1,846    1,846 
payments 
 
Tax credit in        21       -        -        -        -           -    3,451    3,451 
respect of 
share-based 
incentives 
recognised 
directly in equity 
 
Dividends to         13       -        -        -        -           - (12,957) (12,957) 
shareholders 
 
Exercise of share    23       -    2,248        -        -           -    1,645    3,893 
options 
 
Cancellation of      23    (42)        -        -       42           - (29,358) (29,358) 
own shares 
 
Share related        23       -        -        -        -           -    (206)    (206) 
expenses 
 
 
At                        1,147 (13,937) (11,917)      147         138   52,286   27,864 
31 December 2010 
 
At 1 January 2011         1,147 (13,937) (11,917)      147         138   52,286   27,864 
 
Total 
comprehensive 
income 
 
Profit for the                -        -        -        -           -   46,505   46,505 
year 
 
Transactions with 
owners recorded 
directly in equity 
 
Share-based          24       -        -        -        -           -    2,269    2,269 
payments 
 
Tax credit in        21       -        -        -        -           -    7,271    7,271 
respect of 
share-based 
incentives 
recognised 
directly in equity 
 
Dividends to         13       -        -        -        -           - (16,777) (16,777) 
shareholders 
 
Exercise of share    23       -    3,679        -        -           -    2,469    6,148 
options 
 
Cancellation of      23    (43)        -        -       43           - (48,288) (48,288) 
own shares 
 
Share related        23       -        -        -        -           -    (338)    (338) 
expenses 
 
 
At 31 December            1,104 (10,258) (11,917)      190         138   45,397   24,654 
2011 
 
 
             COMPANY STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY 
                      FOR THE YEAR ENDED 31 DECEMBER 2011 
 
 
                                                       Reverse 
                           Share Treasury    Other acquisition Retained    Total 
                         capital   shares reserves     reserve earnings   equity 
                    Note    GBP000     GBP000     GBP000        GBP000     GBP000     GBP000 
 
 
At 1 January 2010          1,189 (11,917)    1,596     103,520  366,000  460,388 
 
Total comprehensive 
income 
 
Profit for the year            -        -        -           -   96,093   96,093 
 
Transactions with 
owners recorded 
directly in equity 
 
Share-based           24       -        -        -           -    1,043    1,043 
payments 
 
Tax credit in         21       -        -        -           -    2,988    2,988 
respect of 
share-based 
incentives 
recognised directly 
in equity 
 
Capital               23       -        -      803           -        -      803 
contribution 
 
Dividends to          13       -        -        -           - (12,957) (12,957) 
shareholders 
 
Cancellation of own   23    (42)        -       42           - (29,358) (29,358) 
shares 
 
Share related         23       -        -        -           -    (206)    (206) 
expenses 
 
 
At 31 December 2010        1,147 (11,917)    2,441     103,520  423,603  518,794 
 
At 1 January 2011          1,147 (11,917)    2,441     103,520  423,603  518,794 
 
Total comprehensive 
income 
 
Loss for the year              -        -        -           -  (5,991)  (5,991) 
 
Transactions with 
owners recorded 
directly in equity 
 
Share-based           24       -        -        -           -    1,479    1,479 
payments 
 
Tax credit in         21       -        -        -           -    5,483    5,483 
respect of 
share-based 
incentives 
recognised directly 
in equity 
 
Capital               23       -        -      790           -        -      790 
contribution 
 
Dividends to          13       -        -        -           - (16,777) (16,777) 
shareholders 
 
Cancellation of own   23    (43)        -       43           - (48,288) (48,288) 
shares 
 
Share related         23       -        -        -           -    (338)    (338) 
expenses 
 
 
At 31 December 2011        1,104 (11,917)    3,274     103,520  359,171  455,152 
 
 
 
NOTES FORMING PART OF THE FINANCIAL  STATEMENTS 
 
1 General information 
Rightmove plc (the Company) is a 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 2011 comprise the Company and its interest in its subsidiaries 
(together referred to as the Group). Its principal business is the operation ofthe Rightmove.co.uk website, which is the UK's largest property website. 
 
 
The consolidated financial statements of the Group as at and for the year ended 
31 December 2011 are available upon request to the Company Secretary from the 
Company's registered office at 4th Floor, 33 Soho Square, London, W1D 3QU or 
are available on the investor relations website at www.rightmove.co.uk/investors. 
 
 
Statement of compliance 
The Group and Company financial statements have been prepared and approved by 
the Board of directors in accordance with International Financial Reporting 
Standards (IFRSs) as adopted by the European Union (Adopted IFRSs) and issued 
by the International Accounting Standards Board (IASB). 
 
 
The consolidated financial statements were authorised for issue by the Board of 
directors on 24 February 2012. 
 
Basis of preparation 
On publishing the Company financial statements here together with the Group 
financial statements, the Company is taking advantage of the exemption in s408 
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. 
 
 
On 21 June 2010 the Group disposed of its 66.7% shareholding in Holiday 
Lettings (Holdings) Limited (HLHL), which owned 100% of the shares in the 
trading entity Holiday Lettings Limited (HLL), (together referred to as the 
Holiday Lettings segment) to TripAdvisor Limited. The Holiday Lettings segment 
has been treated as a discontinued operation in both years. 
 
 
The accounting policies set out below have been consistently applied to both 
periods presented, unless otherwise stated. 
 
The financial statements have been prepared on an historical cost basis. 
 
 
Changes in accounting policies 
The accounting policies applied by the Group in these consolidated financial 
statements are in accordance with Adopted IFRSs and are the same as those 
applied by the Group in its consolidated financial statements as at and for the 
year ended 31 December 2010. 
 
 
There are no new standards or amendments to standards that are mandatory for 
the first time for the financial year beginning 1 January 2011 that have 
an impact on the Group or Company financial statements. 
 
 
Going concern 
Throughout 2011, the Group was debt free, has continued to generate significant 
cash and has net cash balances of GBP21,768,000 at 31 December 2011 
(2010: GBP23,148,000). 
 
 
The Group entered into an agreement with Barclays Bank Plc for a GBP10,000,000 
uncommitted money market loan on 15 February 2010. The loan was extended on 
11 February 2011 for a 12 month period and again on 8 February 2012 for a 
further 12 month period. To date no amount has been drawn under this facility 
in any year. 
 
 
After making enquiries, the Board of directors has a reasonable expectation 
that the Group and the Company have adequate resources and banking facilities 
to continue in operational existence for the foreseeable future. Accordingly, 
the Board of directors continues to adopt the going concern basis in preparing 
the annual report and financial statements. 
 
 
Further information regarding the Group's business activities, together with 
the factors likely to affect its future development, performance and position 
are set out in the Business and Financial Review on pages 4 to 10. The 
financial position of the Group, its cash flows, liquidity position and 
borrowing facilities are described in the Financial Position on pages 8 to 9. 
In addition Note 4 to the financial statements includes the Group's objectives, 
policies and processes for managing its capital; its financial risk management 
objectives; details of its financial instruments and its exposures to credit 
risk and liquidity risk. 
 
 
Capital structure 
The Company was incorporated and registered in England and Wales on 
14 November 2007 under the Companies Act 1985 as a private company limited by 
shares with the name Rightmove Group Limited, registered no. 6426485. The 
Company was re-registered as a public limited company under the name Rightmove Group plc 
on 29 November 2007. On 28 January 2008 the Company became the holding company of 
Rightmove Group Limited (formerly Rightmove plc, Company no. 3997679) and its 
subsidiaries pursuant to a Scheme of Arrangement under s425 of the 
Companies Act 1985. The shares in the Company were admitted to trading on the 
Official List of the London Stock Exchange on 28 January 2008 and the Company 
immediately changed its name to Rightmove plc. Details of the share capital of 
the Company are disclosed in Note 22. 
 
 
Basis of consolidation 
Subsidiaries are entities controlled by the Group. Control exists when the 
Group has the power, directly or indirectly, to govern the financial and 
operating policies of an entity so as to obtain benefits from its activities. 
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. 
 
 
Judgments and estimates 
The preparation of the consolidated financial statements in conformity with 
Adopted IFRSs requires management to make judgments, 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 judgments 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. 
 
 
In particular, information about significant areas of estimation uncertainty 
and critical judgments in applying accounting policies that have the most 
significant effect on the amounts recognised in the consolidated financial 
statements is included in the following notes: 
 
 
Note 21 Deferred tax assets relating to the rate at which the asset will 
reverse and the recoverability of the asset 
 
Note 24 Measurement of share-based payments relating to the inputs to the fair 
value models and the estimate of the number of shares that will eventually be 
issued 
 
 
 
2 Significant accounting policies 
 
(a)  Investments 
Investments in subsidiaries are held at cost less any provision for impairment 
in the Parent Company financial statements. 
 
(b)  Intangible assets 
 
(i)  Goodwill 
 
All business combinations are accounted for by applying the purchase method. 
Goodwill that arises upon the acquisition of subsidiaries is included in 
intangible assets. In respect of business acquisitions that have occurred since 
1 January 2004, goodwill represents the difference between the cost of the 
acquisition and the fair value of the net identifiable assets acquired. 
 
In respect of acquisitions prior to this date goodwill is included on the basis 
of its deemed cost, which represents the amount previously recorded under UK 
Generally Accepted Accounting Principles (GAAP). The classification and 
accounting treatment of business combinations that occurred prior to 
1 January 2004 were not reconsidered in preparing the Group's opening IFRS 
statement of financial position at 1 January 2004. 
 
 
Goodwill is stated at cost less any accumulated impairment losses. Goodwill is 
tested annually for impairment. This applies to all goodwill arising both 
before and after 1 January 2004. 
 
 
(ii) Research and development 
 
The Group undertakes research and development expenditure in view of developing 
new products and improving the existing property websites. Expenditure on 
research activities, undertaken with the prospect of gaining new technical 
knowledge and understanding, is recognised in the income statement as incurred. 
 
 
Expenditure on development activities, whereby research findings are applied to 
a plan or design for the production of a new product or substantially enhanced 
website, is capitalised if the new product or the enhanced website is 
technically and commercially feasible and the Group has sufficient resources to 
complete development. 
 
 
The expenditure capitalised includes subcontractors and direct labour. 
Capitalised development expenditure is stated at cost less accumulated 
amortisation and accumulated impairment losses. Subsequent expenditure on 
capitalised intangible assets is capitalised only when it increases the 
economic benefits embodied in the specific asset to which it relates. All other 
expenditure is expensed when incurred. 
 
 
(iii) Computer software and licenses 
 
Computer software and externally acquired software licenses 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 license by equal annual instalments over its 
estimated useful economic life as follows: 
 
 
Computer software 16.7% - 33.3% per annum 
Software licences 20.0% - 33.3% per annum 
 
(iv) Customer relationships 
 
Customer relationships are identified on the acquisition of a business and 
valued using discounted cash flows based on historical customer attrition 
rates. Amortisation is expensed in the income statement on a straight-line 
basis over the estimated useful economic life as follows: 
 
 
Customer relationships 16.7% per annum 
 
 
(c)  Property, plant and equipment 
Property, plant and equipment are stated at cost less accumulated depreciation 
and impairment losses. 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: 
 
 
Office equipment, fixtures & fittings 20.0% per annum 
Computer equipment 20.0% - 33.3% per annum 
Leasehold improvements life of the lease 
 
 
 
 
(d)  Impairment 
The carrying value of property, plant and equipment 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. The recoverable amount of non-financial assets 
is the greater of their fair value less costs to sell and value in use. 
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. 
 
 
Goodwill and intangible assets that have an indefinite useful life are not 
subject to amortisation but are tested for impairment annually and whenever 
there is an indication that they might be impaired. An impairment loss is 
recognised for the amount by which the carrying value of the asset exceeds its 
recoverable amount. 
 
 
Investments are assessed for possible impairment when there is an indication 
that the fair value of the investments may be below the Company's carrying 
value. When such a condition is deemed to be other than temporary, the carrying 
value of the investment is written down to its fair value and the amount 
written off is included in profit or loss. In making the determination as to 
whether a decline is other than temporary, the Company considers such factors 
as the duration and extent of the decline, the investee's financial performance 
and the Company's ability and intention to retain its investment for a period 
that will be sufficient to allow for any anticipated recovery in the 
investment's market value. 
 
 
(e)  Financial instruments 
Trade receivables are recognised at fair value less any impairment loss. A 
provision for impairment of trade receivables is established when there is 
objective evidence that the Group will not be able to collect all amounts due 
according to the original terms of receivables. 
 
 
Inter-group balances and transactions, and any unrealised income and expenses 
arising from inter-group transactions, are eliminated in preparing the 
consolidated financial statements. 
 
 
Trade payables are recognised at fair value. Trade payables are classified as 
current liabilities unless the Group has an unconditional right to defer 
settlement of the liability for at least 12 months after the reporting date. 
 
All loans and borrowings are initially recognised at cost, being the fair value 
of the consideration received net of issue costs associated with borrowings. 
After initial recognition, loans and borrowings are subsequently measured at 
amortised cost and any difference between the proceeds and the redemption value 
is recognised in profit or loss over the term of the borrowings using the 
effective interest method. 
 
 
(f)  Cash and cash equivalents 
Cash and cash equivalents comprise cash balances and call deposits with 
original maturities of three months or less. Bank overdrafts that are repayable 
on demand and form an integral part of the Group's cash management are included 
as a component of cash and cash equivalents for the purpose of the statement of 
cash flows. 
 
 
(g)  Employee benefits 
 
(i) Pensions 
 
The Group provides access to a stakeholder pension scheme (a defined 
contribution pension plan) into which employees may elect to contribute via 
salary deduction. Obligations for contributions to defined contribution pension 
plans are recognised as an employee benefit expense in profit or loss when they 
are due. 
 
 
(ii) Employee share schemes 
 
The Group provides share-based incentive plans allowing certain senior 
management to acquire shares in the Company. An expense is recognised in profit 
or loss, with a corresponding increase in equity, over the period to which the 
employees become unconditionally entitled, on equity settled share-based 
incentive schemes granted after 7 November 2002 and which had not vested by 
1 January 2005. 
 
 
Fair value 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. 
 
 
 
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 profit or loss. 
 
(iii) Own shares held by The Rightmove Employees' Share Trust (EBT) 
 
The EBT is treated as an agent of Rightmove Group Limited and as such EBT 
transactions are treated as being those of Rightmove Group Limited and are 
therefore reflected in the Group's consolidated financial statements. In 
particular, at a consolidated level, the EBT's purchases of shares in the 
Company are debited directly to equity. 
 
 
(h)  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. 
 
 
(i)  Revenue 
Revenue principally represents the amounts, excluding value added tax (VAT), 
receivable from customers in respect of properties advertised on Group 
websites. All revenue is recognised in the month to which it relates. Estate 
agency and overseas branches are billed in advance with net revenue deferred 
until the service commencement date. The VAT liability is recognised at the 
point of invoice. New homes developers are typically billed monthly in arrears. 
Where invoices are raised on other than a monthly basis, the amounts are 
recognised as deferred or accrued revenue and released to the income statement 
on a monthly basis in line with the provision of services as stipulated in the 
contract terms. 
 
 
(j)  Segmental reporting 
An operating segment is a component of the Group that engages in business 
activities from which it may earn revenues and incur expenses, including 
revenues and expenses that relate to transactions with any of the Group's other 
components. An operating segment's operating results are reviewed regularly by 
the Group's Managing Director to make decisions about resources to be allocated 
to the segment and assess its performance, and for which discrete financial 
information is available. 
 
 
(k)  Leases 
Operating lease rentals are charged to the income statement on a straight-line 
basis over the period of the lease. Where cash is received in exchange for 
entering into a lease with rates above market value, this upfront payment is 
deferred and released on a straight-line basis over the lease term. 
 
 
(l)  Financial income and expenses 
Financial income comprises interest receivable on cash balances, 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 
Group's right to receive payment is established. 
 
 
Financial expenses comprise debt issue costs, interest payable on bank loans 
and bank charges. Interest payable is recognised on an accruals basis. 
 
 
(m)  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 performance shares 
and deferred shares at nil cost, it is provided based on the share price at the 
reporting date. 
 
 
(n)  Taxation 
Income tax on the results for the year comprises current and deferred tax. 
Income tax is recognised in profit or loss 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 substantially enacted at the reporting date, and any adjustment to tax 
payable in respect of previous periods. 
 
 
Deferred tax is provided in respect of temporary differences between the 
carrying amounts of assets and liabilities for financial reporting purposes and 
the amounts used for taxation purposes. The following temporary differences are 
not provided for: the initial recognition of goodwill; the initial recognition 
of assets or liabilities that affect neither accounting nor taxable profit 
other than in a business combination and the differences relating to 
investments in subsidiaries to the extent that they will probably not reverse 
in the foreseeable future. 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 substantially enacted by 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. 
 
 
In accordance with IAS 12, the Group policy in relation to the recognition of 
deferred tax on share-based incentives is to include the income tax effect of 
the tax deduction in profit or loss 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. 
 
 
(o)  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. 
 
 
(p)  Earnings per share 
The Group presents basic, diluted and underlying earnings per share (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. 
Diluted EPS is determined by adjusting the profit or loss attributable to 
ordinary shareholders and the weighted average number of ordinary shares 
outstanding, adjusted for own shares held, for the effects of all potential 
dilutive instruments, which comprise share-based incentives granted to 
employees. The calculation of underlying EPS is disclosed in Note 12. 
 
 
(q)  Discontinued operations 
A discontinued operation is a component of the Group's business that represents 
a separate major line of business or geographical area of operations that has 
been disposed of or is held for sale or distribution, or is a subsidiary 
acquired exclusively with a view to resale. Classification as a discontinued 
operation occurs upon disposal or when the operation meets the criteria to be 
classified as held for sale, if earlier. When an operation is classified as a 
discontinued operation, the comparative statement of comprehensive income is 
restated as if the operation had been discontinued from the start of the 
comparative year. 
 
 
3 IFRSs not yet applied 
 
A number of new standards, amendments to standards and interpretations are not 
yet effective for the year ended 31 December 2011 and have not been applied in 
preparing these consolidated financial statements. None of these are expected 
to have a significant effect on the consolidated financial statements of the 
Group. 
 
 
4 Financial risk management 
 
Overview 
The Group has exposure to the following risks from its use of financial 
instruments: 
 
  * credit risk 
 
  * liquidity risk 
 
  * market risk 
 
  * operational 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. 
 
 
The Board of directors has overall responsibility for the establishment and 
oversight of the Group's risk management framework. The primary method by which 
risks are monitored and managed by the Group is through the monthly Executive 
Management Board, where any significant new risks or change in status to 
existing risks will be discussed and actions taken as appropriate. 
 
The Group's risk management policies are established to identify and analyse 
the risks faced by the Group, to set appropriate risk limits and controls and 
to monitor risks and adherence to limits. Risk management policies and systems 
are reviewed regularly to reflect changes in market conditions and the Group's 
activities. The Group, through its training and management standards and 
procedures, aims to develop a disciplined and constructive control environment 
in which all employees understand their roles and obligations. 
 
The Audit Committee oversees how management monitors compliance with the 
Group's internal controls and reviews the adequacy of the risk management 
framework in relation to the risks faced by the Group. 
 
 
Credit risk 
Credit risk is the risk of financial loss to the Group if a customer 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. 
 
 
More than 94.0% of the Group's customers pay via monthly direct debit, 
minimising the risk of non-payment. The Group establishes an allowance for 
impairment that represents its estimate of incurred losses in respect of trade 
and other receivables based on individually identified loss exposures. 
 
 
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 on continuing operations, before financing activities, for 
a period of 342 days (2010: 296 days). 
 
 
As at 31 December 2011 the Group had bank borrowings of GBPnil (2010: GBPnil). The 
Group entered into an agreement with Barclays Bank Plc for a GBP10,000,000 
uncommitted money market loan on 15 February 2010. The loan was extended on 
11 February 2011 for a 12 month period and again on 8 February 2012 for a 
further 12 month period. To date no amount has been drawn under this facility 
in any year. 
 
 
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 95.0% of the Group's purchases are 
Sterling denominated, accordingly it has no significant currency risk. 
 
 
(ii) Interest rate risk 
 
The Group and Company have no interest bearing financial liabilities. The Group 
is exposed to interest rate risk on cash balances and amounts held in Escrow. 
 
 
Operational risk 
 
Operational risk is the risk of direct or indirect loss arising from a wide 
variety of causes associated with the Group's processes, personnel, technology 
and infrastructure, and from external factors other than credit, market and 
liquidity risks such as those arising from legal and regulatory requirements 
and generally accepted standards of corporate behaviour. Operational risks 
arise from all of the Group's operations. 
 
 
The Group's objective is to manage operational risk so as to balance the 
avoidance of financial losses and damage to the Group's reputation with overall 
cost effectiveness and to avoid control procedures that restrict initiative and 
creativity. 
 
 
The primary responsibility for the development and implementation of controls 
to address operational risk is assigned to senior management within each 
business unit. This responsibility is supported by the development of overall 
Group standards for the management of operational risk in the following areas: 
 
  * requirements for appropriate segregation of duties, including the 
    independent authorisation of transactions; 
 
  * requirements for the reconciliation and monitoring of transactions; 
 
  * compliance with regulatory and other legal requirements; 
 
  * documentation of controls and procedures; 
 
  * requirements for the periodic assessment of operational risks faced, and 
    the adequacy of controls and procedures to address the risks identified; 
 
  * requirements for reporting of operational losses and proposed remedial 
    action; 
 
  * development and regular testing of contingency plans; 
 
  * training and professional development; and 
 
  * risk mitigation, including insurance where this is effective. 
 
Capital management 
The Board of directors' policy is to maintain an efficient statement of 
financial position with an appropriate level of leverage for the size of the 
business so as 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 underlying earnings per share. The Board of 
directors has a progressive dividend policy and also monitors the level of 
dividends to ordinary shareholders in relation to profit growth. The Board's 
policy is to return surplus capital to shareholders through a combination of 
dividends and share buy backs. 
 
 
The Company purchases its own shares in the market; the timing of these 
purchases depends on market conditions. In 2011, 4,350,798 (2010: 4,161,977) 
shares were bought back and were cancelled. 
 
 
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. 
 
 
5 Operating segments 
 
The Group determines and presents operating segments based on internal 
information that is provided to the Managing Director, who is the Group's Chief 
Operating Decision Maker. 
 
 
The Group's reportable segments are as follows: 
 
  * The Agency segment which provides resale and lettings property advertising 
    services on www.rightmove.co.uk; and 
 
  * The New Homes segment which provides property advertising services to new 
    home developers and Housing Associations on www.rightmove.co.uk. 
 
 
The Other segment which represents activities under the reportable segments 
threshold, comprises overseas property advertising services on 
www.rightmove.co.uk and non-property advertising services which include 
business and information services and Automated Valuation Model services. 
 
 
Management monitors the business segments at a revenue and trade receivables 
level separately for the purpose of making decisions about resources to be 
allocated and of assessing performance. All revenues in both years are derived 
from third parties and there are no inter-segment revenues. 
 
 
Operating costs, financial income, financial expenses and income taxes in 
relation to the Agency, New Homes and the Other segment are managed on a 
centralised basis at a Rightmove Group Limited level and as there are no 
internal measures of individual segment profitability, relevant disclosures 
have been shown under the heading of Central in the table overleaf. 
 
Profit or loss segmental disclosures have been made on a continuing operations 
basis. Disclosures in respect of the discontinued Holiday Lettings segment are 
shown in Note 11. 
 
 
The Company has no reportable segments. 
 
 
 
                   Agency      New      Sub     Other  Central Adjustments  Total 
Operating            GBP000     Homes     total    GBP000     GBP000        GBP000   GBP000 
segments                       GBP000     GBP000 
 
Year ended 
31 December 2011 
 
Revenue            77,388   16,869   94,257   2,760        -           -   97,017 
 
Operating profit        -        -        -       -   69,362  (6,695)(2)   62,667 
(1) 
 
Depreciation and 
amortisation            -        -        -       -    (940)           -    (940) 
 
Financial income        -        -        -       -      182           -      182 
 
Financial               -        -        -       -    (121)           -    (121) 
expenses 
 
Trade               9,907    2,677   12,584     498        -       50(4)   13,132 
receivables(3) 
 
Other segment           -        -        -       -   38,405       12(5)   38,417 
assets 
 
Segment                 -        -        -       - (26,833)  (62)(4)(5) (26,895) 
liabilities 
 
Capital                 -        -        -       -      523           -      523 
expenditure(6) 
 
Year ended 
31 December 2010 
 
Revenue            63,795   15,078   78,873   2,683        -           -   81,556 
 
Operating profit        -        -        -       -   56,563  (4,497)(7)   52,066 
(1) 
 
Depreciation and 
amortisation            -        -        -       -    (845)           -    (845) 
 
Financial income        -        -        -       -      171           -      171 
 
Financial credit        -        -        -       -        8           -        8 
 
Trade               7,878    2,156   10,034     115        -       40(4)   10,189 
receivables(3) 
 
Other segment           -        -        -       -   40,539       15(5)   40,554 
assets 
 
Segment                 -        -        -       - (22,824)  (55)(4)(5) (22,879) 
liabilities 
 
Capital                 -        -        -       -    1,119       32(8)    1,151 
expenditure(6) 
 
 
(1) Operating profit is stated after the charge for depreciation and 
amortisation. 
 
(2) Operating profit for the year ended 31 December 2011 does not include 
share-based payments charge (GBP2,269,000) and NI on share-based incentives 
(GBP4,426,000). 
 
(3) The only segment assets that are separately monitored by the Chief 
Operating Decision Maker relate to trade receivables net of any associated 
provision for impairment. All other segment assets are reported on a 
centralised basis. 
 
(4) The adjustments column reflects the reclassification of credit balances in 
accounts receivable made on consolidation for statutory accounts purposes. 
 
(5) The adjustments column reflects the reclassification of debit balances in 
accounts payable made on consolidation for statutory accounts purposes. 
 
(6) Capital expenditure consists of additions of property, plant and equipment 
and intangible assets (excluding goodwill). 
 
(7) Operating profit for the year ended 31 December 2010 does not include 
share-based payments charge (GBP1,846,000) and NI on share-based incentives 
(GBP2,651,000). 
 
(8) The adjustments column reflects capital expenditure of GBP32,000 in relation 
to the discontinued Holiday Lettings segment. 
 
 
Geographic information 
 
In presenting information on the basis of geography, revenue and assets are 
based on the geographical location of customers. 
 
                     Year ended 31 December 2011   Year ended 31 December 2010 
 
Group                      Revenue          Trade        Revenue          Trade 
                              GBP000    receivables           GBP000    receivables 
                                             GBP000                          GBP000 
 
UK                          96,135         13,086         80,758         10,152 
 
Rest of the world              882             46            798             37 
 
                            97,017         13,132         81,556         10,189 
 
6 Operating profit 
 
                                                   Year ended       Year ended 
                                             31 December 2011 31 December 2010 
                                                         GBP000             GBP000 
 
Operating profit is stated after charging: 
 
Depreciation of property, plant and                       661              575 
equipment 
 
Amortisation of computer software                         279              294 
 
Amortisation of customer relationships                      -               42 
 
Bad debt impairment charge                                315              567 
 
Operating lease rentals 
 
Land and buildings                                        746              807 
 
Other                                                     332              337 
 
 
Included within depreciation of property, plant and equipment is an amount of 
GBPnil (2010: GBP24,000) relating to the discontinued Holiday Lettings segment. 
 
 
Amortisation of customer relationships relates to the discontinued Holiday 
Lettings segment. 
 
Included within operating lease rentals for the year are amounts relating to 
the discontinued Holiday Lettings segment of GBPnil (2010: GBP61,000) for land and 
buildings and GBPnil (2010: GBPnil) for other operating lease rentals. 
 
Auditor's remuneration 
 
                                                   Year ended       Year ended 
                                             31 December 2011 31 December 2010 
                                                         GBP000             GBP000 
 
Fees payable to the Company's auditor and 
their associates in respect of the audit 
 
Audit of the Company's financial statements                14               14 
 
Audit of the Company's subsidiaries pursuant               99              102 
to legislation 
 
Total audit remuneration                                  113              116 
 
Fees payable to the Company's auditor in 
respect of non-audit related services 
 
Tax advisory                                               11                4 
 
All other services                                          4                7 
 
Total non-audit remuneration                               15               11 
 
 
Included in the non-audit related services is a credit of GBPnil (2010: GBP5,000) 
relating to the release of an accrual. 
 
 
7 Employee numbers and costs 
 
The average number of persons employed (including executive directors) during 
the year, analysed by category, was as follows: 
 
                                                   Year ended       Year ended 
                                             31 December 2011 31 December 2010 
                                                    Number of        Number of 
                                                    employees        employees 
 
Administration                                            277              299 
 
Management                                                 16               13 
 
                                                          293              312 
 
The aggregate payroll costs of these persons were as follows: 
 
                                                   Year ended       Year ended 
                                             31 December 2011 31 December 2010 
                                                         GBP000             GBP000 
 
Wages and salaries                                     13,647           13,246 
 
Social security costs                                   1,640            1,532 
 
Pension costs                                             275              251 
 
                                                       15,562           15,029 
 
 
Included within employee numbers are no (2010: 40) full-time equivalent heads 
employed by the discontinued Holiday Lettings segment. The payroll costs 
include amounts of GBPnil (2010: GBP1,047,000) for these employees. 
 
 
8 Financial income 
 
                                                   Year ended       Year ended 
                                             31 December 2011 31 December 2010 
                                                         GBP000             GBP000 
 
Interest income on cash balances                          182              171 
 
 
9 Financial expenses/(credit) 
 
                                                   Year ended       Year ended 
                                             31 December 2011 31 December 2010 
                                                         GBP000             GBP000 
 
Debt issue costs/(credit)                                   -            (125) 
 
Interest expense                                            -               52 
 
Other financial expenses                                  121               65 
 
Financial expenses/(credit)                               121              (8) 
 
 
10 Income tax expense 
 
                                                   Year ended       Year ended 
                                             31 December 2011 31 December 2010 
                                                         GBP000             GBP000 
 
Current tax expense 
 
Current year                                           16,748           14,534 
 
Adjustment to current tax charge in respect              (34)             (11) 
of prior years 
 
                                                       16,714           14,523 
 
Deferred tax credit 
 
Origination and reversal of temporary                    (70)            (528) 
differences 
 
Adjustment to deferred tax charge in respect                7               10 
of prior years 
 
Reduction in tax rate                                      23                9 
 
                                                         (40)            (509) 
 
Total income tax expense                               16,674           14,014 
 
Income tax expense from continuing                     16,674           13,710 
operations 
 
Income tax expense from discontinued                        -              304 
operation (refer Note 11) 
 
                                                       16,674           14,014 
 
 
Income tax credit recognised directly in equity 
 
                                                   Year ended        Year ended 
                                             31 December 2011  31 December 2010 
                                                         GBP000              GBP000 
 
Current tax 
 
Share-based incentives                                (3,302)                 - 
 
Deferred tax 
 
Share-based incentives                                (3,969)           (3,451) 
 
Total income tax credit recognised directly           (7,271)           (3,451) 
in equity 
 
 
Reconciliation of effective tax rate 
 
The Group's income tax expense for the year is lower (2010: lower) than the 
standard rate of corporation tax in the UK of 26.5% (2010: 28.0%). The 
differences are explained below: 
 
                                                   Year ended       Year ended 
                                             31 December 2011 31 December 2010 
                                                         GBP000             GBP000 
 
Profit for the year                                    46,505           58,002 
 
Total income tax expense                               16,674           14,014 
 
Profit excluding income tax                            63,179           72,016 
 
 
Current tax at 26.5% (2010: 28.0%)                     16,742           20,164 
 
Exempt income on sale of discontinued                   (120)          (5,232) 
operation 
 
Share-based incentives                                     10            (978) 
 
Adjustment to current tax charge in respect              (34)             (11) 
of prior years 
 
Non-deductible expenses                                    46               52 
 
Reduction in tax rate                                      23                9 
 
Adjustment to deferred tax charge in respect                7               10 
of prior years 
 
                                                       16,674           14,014 
 
 
The Group's consolidated effective tax rate on the profit of GBP62,728,000 from 
continuing operations for the year ended 31 December 2011 is 26.6% 
(2010: 26.2%). The difference between the standard rate and effective rate on 
continuing operations at 31 December 2011 is attributable to disallowable 
expenditure (0.1%). 
 
11 Discontinued Operation 
 
On 21 June 2010 the Group sold its 66.7% shareholding in HLHL, which owned 100% 
of the shares in the trading entity HLL, to TripAdvisor Limited, a wholly owned 
subsidiary of Expedia Inc. 
 
 
                                                     Year ended       Year ended 
                                               31 December 2011 31 December 2010 
                                                           GBP000             GBP000 
 
Results of discontinued 
operation 
 
Revenue                                                       -            3,059 
 
Administrative expenses                                       -          (1,979) 
 
Results from operating                                        -            1,080 
activities 
 
Income tax (refer Note 10)                                    -            (304) 
 
Results from operating 
activities                                                    -              776 
(net of income tax) 
 
Gain on sale of discontinued                                451           18,691 
operation 
 
Effect on profit for the year                               451           19,467 
 
Earnings per share (pence) 
 
Basic                                                      0.43            18.02 
 
Diluted                                                    0.42            17.48 
 
 
Included in 2010 administrative expenses were depreciation and amortisation 
charges of GBP66,000. 
 
 
 
                                                     Year ended       Year ended 
                                               31 December 2011 31 December 2010 
                                                           GBP000             GBP000 
 
Cash flows from discontinued 
operation 
 
Net cash from operating                                       -            1,856 
activities 
 
Net cash from investing                                   4,888           13,661 
activities 
 
Net cash used in financing                                    -            (300) 
activities 
 
Net cash from discontinued                                4,888           15,217 
operation 
 
 
 
 
                                                                     Year ended 
                                                               31 December 2010 
                                                                           GBP000 
 
Effect of the disposal on the financial position of the Group 
 
Property, plant and equipment (refer Note 14)                             (145) 
 
Intangible assets (refer Note 15)                                      (13,059) 
 
Trade and other receivables                                               (352) 
 
Cash and cash equivalents                                               (1,484) 
 
Trade and other payables                                                  3,238 
 
Income tax payable                                                          638 
 
Deferred consideration                                                    8,909 
 
Provisions                                                                   10 
 
Deferred tax liabilities (refer Note 21)                                     64 
 
Net assets disposed of                                                  (2,181) 
 
Consideration received, satisfied in cash                                15,185 
 
Contingent consideration                                                  5,104 
 
Amounts held in Escrow                                                    1,000 
 
Less costs to sell                                                        (417) 
 
Net consideration                                                        20,872 
 
Consideration received, satisfied in cash                                15,185 
 
Cash and cash equivalents disposed of                                   (1,484) 
 
Less costs to sell                                                        (417) 
 
Net cash inflow                                                          13,284 
 
 
The contingent consideration was dependent on the performance of the 
discontinued Holiday Lettings segment for the 12 month period from 1 April 2010 
to 31 March 2011. The value of the contingent consideration was revised upwards 
by GBP451,000 from GBP5,104,000 as reported as at 31 December 2010 to a final 
agreed amount of GBP5,555,000. GBP4,888,000 contingent consideration was received 
in October 2011 with GBP667,000 being transferred into an Escrow account in 
addition to the GBP1,000,000 of completion proceeds already held in Escrow and 
classified as non-current (refer Note 17). 
 
Under the terms of the sale agreement the amounts held in Escrow earn interest 
at Barclays Bank Plc's current interest rate and become available on the fourth 
anniversary of the completion date of the transaction. No discount has been 
applied as the account is interest bearing. 
 
 
12 Earnings per share (EPS) 
 
 
                          Weighted 
                           average  Continuing Discontinued 
                         number of  operations    operation    Total 
                          ordinary        GBP000         GBP000    earnings  Pence per 
                            shares                               GBP000      share 
 
Year ended 
31 December 2011 
 
Basic EPS              104,809,475     46,054          451     46,505      44.37 
 
Diluted EPS            108,891,146     46,054          451     46,505      42.71 
 
Underlying basic EPS   104,809,475     52,749          451     53,200      50.76 
 
Underlying diluted EPS 108,891,146     52,749          451     53,200      48.86 
 
Year ended 
31 December 2010 
 
Basic EPS              108,021,339     38,535       19,467     58,002      53.69 
 
Diluted EPS            111,361,386     38,535       19,467     58,002      52.08 
 
Underlying basic EPS   108,021,339     43,032       19,467     62,499      57.86 
 
Underlying diluted EPS 111,361,386     43,032       19,467     62,499      56.12 
 
 
Weighted average number of ordinary shares (basic) 
 
                                                    Year ended       Year ended 
                                              31 December 2011 31 December 2010 
                                              Number of shares Number of shares 
 
Issued ordinary shares at 1 January less           108,439,105      111,504,537 
ordinary shares held by the EBT 
 
Effect of own shares held in treasury              (2,505,430)      (2,505,430) 
 
Effect of own shares purchased for                 (1,904,709)      (1,560,101) 
cancellation 
 
Effect of share options exercised                      780,509          582,333 
 
                                                   104,809,475      108,021,339 
 
 
Weighted average number of ordinary shares  (diluted) 
 
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 and 
shares held in treasury. 
 
                                                   Year ended       Year ended 
                                             31 December 2011 31 December 2010 
                                             Number of shares Number of shares 
 
Weighted average number of ordinary shares        104,809,475      108,021,339 
(basic) 
 
Dilutive impact of own shares held by the 
EBT and shares held in treasury                     4,081,671        3,340,047 
 
                                                  108,891,146      111,361,386 
 
 
Underlying EPS 
 
Underlying EPS is calculated before the charge for share-based payments and NI 
on share-based incentives but without any adjustment to the tax charge in 
respect of these items. A reconciliation of the basic earnings for the year to 
the underlying earnings is presented below: 
 
                                                   Year ended       Year ended 
                                             31 December 2011 31 December 2010 
                                                         GBP000             GBP000 
 
Basic earnings for the year                            46,505           58,002 
 
Share-based payments                                    2,269            1,846 
 
NI on share-based incentives                            4,426            2,651 
 
Underlying earnings for the year                       53,200           62,499 
 
 
13 Dividends 
 
Dividends declared and paid by the Company were as follows: 
 
 
                                 2011                         2010 
 
                          Pence per          GBP000      Pence per          GBP000 
                              share                        share 
 
2009 final dividend               -             -            7.0         7,586 
paid 
 
2010 interim                      -             -            5.0         5,371 
dividend paid 
 
2010 final dividend             9.0         9,499              -             - 
paid 
 
2011 interim                    7.0         7,278              -             - 
dividend paid 
 
                               16.0        16,777           12.0        12,957 
 
 
After the reporting date a final dividend of 11.0p (2010: 9.0p) per qualifying 
ordinary share being GBP11,328,000 (2010: GBP9,534,000) was proposed by the Board 
of directors. 
 
 
The 2010 final dividend paid on 10 June 2011 was GBP9,499,000 being a difference 
of GBP35,000 compared to that reported in the 2010 Annual Report, which was due 
to a reduction in the ordinary shares entitled to a dividend between 
31 December 2010 and the final dividend record date of 13 May 2011. 
 
 
The 2011 interim dividend paid on 11 November 2011 was GBP7,278,000 being a 
difference of GBP28,000 compared to that reported in the 2011 Half Year Report, 
which was due to a reduction in the ordinary shares entitled to a dividend 
between 30 June 2011 and the interim dividend record date of 14 October 2011. 
 
 
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. 
 
 
Subsidiary dividends 
Dividends of GBP300,000 were paid in 2010 by HLHL to minority shareholders. As no 
minority interest was recognised in the consolidated statement of financial 
position and the Group consolidated 100% of HLHL's results prior to its 
disposal, the dividends paid in 2010 were treated as an addition to goodwill 
(refer Note 15). 
 
 
14 Property, plant and equipment 
 
                                     Office 
                                 equipment, 
                                 fixtures &    Computer    Leasehold 
                                   fittings   equipment improvements      Total 
Group                                  GBP000        GBP000         GBP000       GBP000 
 
Cost 
 
At 1 January 2011                       734       2,668          102      3,504 
 
Additions                                 9         352            -        361 
 
Disposals                              (45)       (534)            -      (579) 
 
At 31 December 2011                     698       2,486          102      3,286 
 
Depreciation 
 
At 1 January 2011                     (462)     (1,538)         (16)    (2,016) 
 
Charge for year                        (82)       (518)         (61)      (661) 
 
Disposals                                40         471            -        511 
 
At 31 December 2011                   (504)     (1,585)         (77)    (2,166) 
 
Net book value 
 
At 31 December 2011                     194         901           25      1,120 
 
 
At 1 January 2011                       272       1,130           86      1,488 
 
                                     Office 
                                 equipment, 
                                 fixtures &    Computer    Leasehold 
                                   fittings   equipment improvements      Total 
Group                                  GBP000        GBP000         GBP000       GBP000 
 
Cost 
 
At 1 January 2010                       784       2,710           47      3,541 
 
Additions                                56         748          102        906 
 
Disposals                              (69)       (649)            -      (718) 
 
Disposal of discontinued               (37)       (141)         (47)      (225) 
operation (refer Note 11) 
 
At 31 December 2010                     734       2,668          102      3,504 
 
Depreciation 
 
At 1 January 2010                     (441)     (1,696)         (11)    (2,148) 
 
Charge for year                       (103)       (451)         (21)      (575) 
 
Disposals                                66         561            -        627 
 
Disposal of discontinued                 16          48           16         80 
operation (refer Note 11) 
 
At 31 December 2010                   (462)     (1,538)         (16)    (2,016) 
 
Net book value 
 
At 31 December 2010                     272       1,130           86      1,488 
 
 
At 1 January 2010                       343       1,014           36      1,393 
 
 
 
The Company has no property, plant or equipment in either year. 
 
15 Intangible assets 
 
 
                                              Computer      Customer 
                                  Goodwill    software relationships      Total 
Group                                 GBP000        GBP000          GBP000       GBP000 
 
Cost 
 
At 1 January 2011                      732       3,252             -      3,984 
 
Additions                                -         162             -        162 
 
Disposals                                -       (321)             -      (321) 
 
At 31 December 2011                    732       3,093             -      3,825 
 
Amortisation 
 
At 1 January 2011                        -     (2,521)             -    (2,521) 
 
Charge for year                          -       (279)             -      (279) 
 
Disposals                                -         295             -        295 
 
At 31 December 2011                      -     (2,505)             -    (2,505) 
 
Net book value 
 
At 31 December 2011                    732         588             -      1,320 
 
 
At 1 January 2011                      732         731             -      1,463 
 
 
 
                                              Computer      Customer 
                                  Goodwill    software relationships      Total 
Group                                 GBP000        GBP000          GBP000       GBP000 
 
Cost 
 
At 1 January 2010                   13,250       3,012           514     16,776 
 
Additions                              300         245             -        545 
 
Disposals                                -         (5)             -        (5) 
 
Disposal of discontinued          (12,818)           -         (514)   (13,332) 
operation (refer Note 11) 
 
At 31 December 2010                    732       3,252             -      3,984 
 
Amortisation 
 
At 1 January 2010                        -     (2,231)         (231)    (2,462) 
 
Charge for year                          -       (294)          (42)      (336) 
 
Disposals                                -           4             -          4 
 
Disposal of discontinued                 -           -           273        273 
operation (refer Note 11) 
 
At 31 December 2010                      -     (2,521)             -    (2,521) 
 
Net book value 
 
At 31 December 2010                    732         731             -      1,463 
 
 
At 1 January 2010                   13,250         781           283     14,314 
 
 
 
The Company has no intangible assets in either year. 
 
 
Impairment testing for cash generating units containing goodwill 
For the purpose of impairment testing, goodwill is allocated to the Group's 
operations which represent the lowest level within the Group at which goodwill 
is monitored for internal management purposes, which is not higher than the 
Group's operating segments as reported in Note 5. 
 
 
The aggregate carrying amounts of goodwill allocated to each unit are as 
follows: 
 
                                           31 December 2011   31 December 2010 
                                                       GBP000               GBP000 
 
Agency                                                  732                732 
 
 
 
The carrying value of the GBP732,000 purchased goodwill in Agency, arising 
pre-transition to IFRS, is reviewed annually for impairment. Due to its level 
of significance the disclosures as required by IAS 36 Impairment of Assets have 
not been made. 
 
16 Investments 
 
The subsidiaries of the Group as at 31 December 2011 are as follows: 
 
                                                  Country of 
Company                           Nature of    incorporation Holding    Class of 
                                   business                               shares 
 
Rightmove Group Limited              Online      England and    100%    Ordinary 
                                advertising            Wales 
 
Rightmove.co.uk Limited             Dormant      England and    100%    Ordinary 
                                                       Wales 
 
Rightmove Home Information 
Packs Limited                       Dormant      England and    100%    Ordinary 
                                                       Wales 
 
 
All the above subsidiaries are included in the Group consolidated financial 
statements. 
 
The Group disposed of its holdings in HLHL and HLL during the prior year 
(refer Note 11). 
 
Company 
 
                                           31 December 2011   31 December 2010 
Investment in subsidiary undertakings                  GBP000               GBP000 
 
At 1 January                                        539,304            538,501 
 
Additions - subsidiary share-based 
payments charge (refer Note 24)                         790                803 
 
At 31 December                                      540,094            539,304 
 
 
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 Rightmove Group Limited. Accordingly the share-based payments 
charge has been split between the Company and Rightmove Group Limited with 
GBP790,000 (2010: GBP803,000) being recognised in the Company accounts as a capital 
contribution to its subsidiary. 
 
 
 
17 Trade and other receivables 
 
                                           31 December 2011   31 December 2010 
Group                                                  GBP000               GBP000 
 
Trade receivables                                    13,561             10,444 
 
Less provision for impairment of trade                (429)              (371) 
receivables 
 
Net trade receivables                                13,132             10,073 
 
Amounts owed by related parties (refer                    -                116 
Note 27) 
 
Amounts held in Escrow (refer Note 11)                1,667              1,000 
 
Prepayments and accrued income                        1,683              1,577 
 
Interest receivable                                      58                 62 
 
Other debtors                                           117                 37 
 
                                                     16,657             12,865 
 
 
Non-current                                           1,667              1,000 
 
Current                                              14,990             11,865 
 
                                                     16,657             12,865 
 
 
Exposure to credit and currency risks and impairment losses relating to trade 
and other receivables are disclosed in Note 28. 
 
The Company has no trade and other receivables in either year. 
 
 
18 Cash and cash equivalents 
 
                                Group                            Company 
 
                  31 December 2011 31 December 2010 31 December 2011 31 December 2010 
                              GBP000             GBP000             GBP000             GBP000 
 
Bank accounts               21,768           23,148                -                - 
 
 
Cash balances were placed on deposit for various lengths between one day and 
one month during the year and attracted interest at a weighted average rate of 
0.6% (2010: 0.7%). 
 
 
19 Trade and other payables 
 
                                Group                            Company 
 
                  31 December 2011 31 December 2010 31 December 2011 31 December 2010 
                              GBP000             GBP000             GBP000             GBP000 
 
Trade payables                 370            1,033                -                - 
 
Trade accruals               7,357            4,734            5,940            3,047 
 
Other creditors                 34              240                -                - 
 
Other taxation 
and social                   4,033            3,223                -                - 
security 
 
Deferred revenue             9,080            6,759                -                - 
 
Accrued interest 
on inter-group                   -                -              499                - 
payable balance 
 
Inter-group                      -                -           86,876           22,605 
payables 
 
                            20,874           15,989           93,315           25,652 
 
 
Exposure to currency and liquidity risk relating to trade and other payables is 
disclosed in Note 28. 
 
 
20 Loans and borrowings 
 
The Group entered into an agreement with Barclays Bank Plc for a GBP10,000,000 
uncommitted money market loan on 15 February 2010. The loan was extended 
on 11 February 2011 for a further 12 month period and again on 8 February 2012. 
To date no amount has been drawn under this facility in any year. 
 
 
The Company had no borrowings or cash balances in either year. 
 
 
21 Deferred tax assets 
 
Deferred tax assets are attributable to the following: 
 
 
                                                    Assets 
 
                                        31 December 2011       31 December 2010 
Group 
                                                    GBP000                   GBP000 
 
Share-based incentives                            10,402                  6,427 
 
Property, plant and equipment                        199                    161 
 
Provisions                                            83                     87 
 
Tax assets                                        10,684                  6,675 
 
 
The deferred tax asset of GBP10,684,000 at 31 December 2011 (2010: GBP6,675,000) is 
in respect of share-based incentives, depreciation in excess of capital 
allowances and provisions. 
 
 
The deferred tax asset relating to share-based incentives at 31 December 2011 
is GBP10,402,000 (2010: GBP6,427,000). This increase is due to the Company's share 
price increasing from GBP7.79 at 31 December 2010 to GBP12.44 at 31 December 2011. 
 
 
                                                    Assets 
 
                                       31 December 2011        31 December 2010 
Company 
                                                   GBP000                    GBP000 
 
Share-based incentives                            8,373                   5,142 
 
Tax assets                                        8,373                   5,142 
 
 
The deferred tax asset of GBP8,373,000 at 31 December 2011 (2010: GBP5,142,000) is 
in respect of share-based incentives. This increase is due to the Company's 
share price increasing from GBP7.79 at 31 December 2010 to GBP12.44 at 
31 December 2011. 
 
Movement in deferred tax during the year: 
 
 
                                     Recognised      Recognised 
                 1 January 2011       in income       in equity 31 December 2011 
Group                      GBP000            GBP000            GBP000             GBP000 
 
Share-based               6,427               6           3,969           10,402 
incentives 
 
Property, plant 
and equipment               161              38               -              199 
 
Provisions                   87             (4)               -               83 
 
                          6,675              40           3,969           10,684 
 
 
 
 
                                   Recognised in Recognised in 
                    1 January 2011        income        equity 31 December 2011 
Company                       GBP000          GBP000          GBP000             GBP000 
 
Share-based                  5,142           329         2,902            8,373 
incentives 
 
 
On 23 March 2011 the Chancellor of the Exchequer announced a reduction in the 
main rate of corporation tax from 28.0% to 26.0% with effect from 1 April 2011, 
with a further reduction to 25.0% scheduled for 1 April 2012 and proposed 
changes to further reduce this rate by 1.0% per annum to 23.0% by 1 April 2014. 
The first 1.0% reduction with effect from 1 April 2012 was substantively 
enacted for the purposes of IFRS on 5 July 2011. It has not been possible to 
quantify the full anticipated effect of the announced further 2.0% rate 
reduction but it is expected to result in a reduction in the Group's future 
current tax charge and to reduce the Group's deferred tax assets accordingly, 
resulting in a charge to income and a debit directly to equity in accordance 
with the accounting for share-based incentives. 
 
 
The anticipated changes to the capital allowance rules from April 2012 are 
considered unlikely to have a material impact on the effective rate of tax. 
 
 
Movement in deferred tax during the prior year: 
 
 
                                                        Disposal of 
                                 Recognised Recognised discontinued 
Group             1 January 2010  in income  in equity    operation 31 December 2010 
                            GBP000       GBP000       GBP000         GBP000             GBP000 
 
Share-based                2,524        452      3,451            -            6,427 
incentives 
 
Property, plant              146          8          -            7              161 
and equipment 
 
Provisions                    48         39          -            -               87 
 
Intangible assets           (67)         10          -           57                - 
 
                           2,651        509      3,451           64            6,675 
 
 
The deferred tax asset arising on equity settled share-based incentives in both 
years was recognised in the income statement to the extent that the related 
equity settled share-based incentives charge was recognised in the income 
statement. 
 
 
                                    Recognised in  Recognised in 
                    1 January 2010         income         equity 31 December 2010 
Company                       GBP000           GBP000           GBP000             GBP000 
 
Share-based                  1,896            258          2,988            5,142 
incentives 
 
 
22 Share capital 
 
                                                     Ordinary shares 
                                                      of GBP0.01 each 
 
                                            31 December 2011   31 December 2010 
                                            Number of shares   Number of shares 
 
In issue 
 
At 1 January                                     114,761,434        118,923,411 
 
Purchase and cancellation of own shares          (4,350,798)        (4,161,977) 
 
At 31 December                                   110,410,636        114,761,434 
 
Authorised - par value GBP0.01 each                300,000,000        300,000,000 
 
 
During 2011, 4,350,798 (2010: 4,161,977) ordinary shares were bought back by 
the Company and were subsequently cancelled. Further details are disclosed in 
Note 23. 
 
 
All issued shares are fully paid. The holders of ordinary shares are entitled 
to receive dividends as declared from time to time and are entitled to one vote 
per share at general meetings of the Company. 
 
 
Included within shares in issue at 31 December 2011 are 4,527,783 ordinary 
shares (2010: 6,322,329) held by the EBT and 2,505,430 (2010: 2,505,430) held 
in treasury. 
 
23 Reconciliation of movement in capital and  reserves 
 
                                    EBT  Treasury    Other     Reverse Retained 
                         Share   shares  shares   reserves acquisition earnings      Total 
                       capital  reserve                        reserve              equity 
Group                     GBP000     GBP000      GBP000     GBP000        GBP000     GBP000       GBP000 
 
 
At 1 January 2010        1,189 (16,185)  (11,917)      105         138   29,863      3,193 
 
Profit for the year          -        -         -        -           -   58,002     58,002 
 
Share-based payments         -        -         -        -           -    1,846      1,846 
 
Tax credit in respect        -        -         -        -           -    3,451      3,451 
of share-based 
incentives recognised 
directly in equity 
 
Dividends to                 -        -         -        -           - (12,957)   (12,957) 
shareholders 
 
Exercise of share            -    2,248         -        -           -    1,645      3,893 
options 
 
Cancellation of own       (42)        -         -       42           - (29,358)   (29,358) 
shares 
 
Share related                -        -         -        -           -    (206)      (206) 
expenses 
 
At 31 December 2010      1,147 (13,937)  (11,917)      147         138   52,286     27,864 
 
At 1 January 2011        1,147 (13,937)  (11,917)      147         138   52,286     27,864 
 
 
Profit for the year         -        -         -         -         -      46,505    46,505 
 
Share-based                 -        -         -         -         -       2,269     2,269 
payments 
 
Tax credit in               -        -         -         -         -       7,271     7,271 
respect of 
share-based 
incentives 
recognised directly 
in equity 
 
Dividends to                -        -         -         -         -    (16,777)  (16,777) 
shareholders 
 
Exercise of share           -    3,679         -         -         -       2,469     6,148 
options 
 
Cancellation of own      (43)        -         -        43         -    (48,288)  (48,288) 
shares 
 
Share related               -        -         -         -         -       (338)     (338) 
expenses 
 
At 31 December 2011     1,104 (10,258)  (11,917)       190       138      45,397    24,654 
 
 
Share buy back 
In June 2007, the Company commenced a share buy back programme to purchase its 
own ordinary shares. The total number of shares bought back in 2011 was 
4,350,798 (2010: 4,161,977) representing 4.0% (2010: 3.7%) of the ordinary 
shares in issue (excluding shares held in treasury). All of the shares bought 
back in both years were cancelled. The shares were acquired on the open market 
at a total consideration (excluding costs) of GBP48,288,000 (2010: GBP29,358,000). 
The maximum and minimum prices paid were GBP13.58 (2010: GBP7.73) and GBP9.04 
(2010: GBP6.09) per share respectively. 
 
 
EBT shares reserve 
This reserve represents the carrying value of own shares held by the EBT. 
During the current and prior year the EBT purchased no shares. 1,794,546 
(2010: 1,096,545) options were exercised by Group employees during the year at an 
average price of GBP3.43 (2010: GBP3.55) per ordinary share, which were satisfied 
by shares held in the EBT. At 31 December 2011 the EBT held 4,527,783 
(2010: 6,322,329) ordinary shares in the Company of GBP0.01 each, representing 4.2% 
(2010: 5.6%) of the ordinary shares in issue (excluding shares held in 
treasury). The market value of the shares held in the EBT at 31 December 2011 
was GBP56,326,000 (2010: GBP49,251,000). 
 
 
Other reserves 
This reserve represents the cumulative value of own shares bought back and 
cancelled. The movement of GBP43,000 (2010: GBP42,000) comprises the nominal value 
of ordinary shares cancelled during the year. 
 
 
Retained earnings 
The gain on the exercise of share-based incentives is the difference between 
the value that the shares held by the EBT were originally acquired at and the 
price at which share-based incentives were exercised during the year. 
 
Company                   Share Treasury    Other     Reverse  Retained    Total 
                        capital   shares reserves acquisition  earnings   equity 
                                                      reserve 
                           GBP000     GBP000     GBP000        GBP000      GBP000     GBP000 
 
 
At 1 January 2010         1,189 (11,917)    1,596     103,520   366,000  460,388 
 
Profit for the year           -        -        -           -    96,093   96,093 
 
Dividends to                  -        -        -           -  (12,957) (12,957) 
shareholders 
 
Share-based payments          -        -        -           -     1,043    1,043 
 
Tax credit in respect         -        -        -           -     2,988    2,988 
of share-based 
incentives recognised 
directly in equity 
 
Capital contribution          -        -      803           -         -      803 
 
Cancellation of own        (42)        -       42           -  (29,358) (29,358) 
shares 
 
Share related expenses        -        -        -           -     (206)    (206) 
 
At 31 December 2010       1,147 (11,917)    2,441     103,520   423,603  518,794 
 
                          1,147 (11,917)    2,441     103,520   423,603  518,794 
At 1 January 2011 
 
Loss for the year             -        -        -           -   (5,991)  (5,991) 
 
Dividends to                  -        -        -           -  (16,777) (16,777) 
shareholders 
 
Share-based payments          -        -        -           -     1,479    1,479 
 
Tax credit in respect         -        -        -           -     5,483    5,483 
of share-based 
incentives recognised 
directly in equity 
 
Capital contribution          -        -      790           -         -      790 
 
Cancellation of own        (43)        -       43           -  (48,288) (48,288) 
shares 
 
Share related expenses        -        -        -           -     (338)    (338) 
 
At 31 December 2011       1,104 (11,917)    3,274     103,520   359,171  455,152 
 
 
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 in Rightmove Group Limited have been 
treated as a deemed capital contribution. The principal movement in other 
reserves for the year comprises GBP790,000 (2010: GBP803,000) in respect of the 
share-based incentives charge for employees of Rightmove Group Limited. In 
addition a movement of GBP43,000 (2010: GBP42,000) has been recorded in relation to 
the nominal value of ordinary shares cancelled during the year. 
 
 
 
24 Share-based payments 
 
The Group and Company operate share-based incentive schemes for executive 
directors and other selected senior management employees. Since flotation, the 
Company has awarded share options under the Rightmove Unapproved Executive 
Share Option Plan (Unapproved Plan) and the Rightmove Approved Executive Share 
Option Plan (Approved Plan). The Group also operates a Savings Related Share 
Option Scheme (Sharesave Plan). Following approval by shareholders at the 
Annual General Meeting in May 2011, the Rightmove Performance Share Plan (PSP) 
was introduced. 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. All share-based incentives are subject to a service condition. 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 
estimate of the fair value of the services received is measured using either 
the Monte Carlo or Black Scholes pricing model as is most appropriate for each 
scheme. 
 
 
The total share-based payments charge for the year relating to employee 
share-based incentive plans was GBP2,269,000 (2010: GBP1,846,000). 
 
The Company charge for the year was GBP1,479,000 (2010: GBP1,043,000). 
 
 
Approved and Unapproved Plans 
There was no award of executive share options in the year ended 31 December 
2011. 
 
Unapproved executive share option awards granted on 5 March 2010 at an exercise 
price of GBP6.66 are subject to an equal measure of Total Shareholder Return 
(TSR) performance and growth in EPS. The vesting of 50% of the 2010 award will 
be dependent on a relative TSR performance condition measured over a three-year 
performance period and the vesting of the other 50% of the 2010 award will be 
dependent on the satisfaction of an EPS growth target over a three-year 
performance period. 
 
 
Unapproved executive share option awards made on 5 March 2009 are subject to a 
relative TSR performance over a three-year performance period, relative to the 
constituents of the FTSE 250. 
 
The assumptions used in the measurement of the fair values at grant date of the 
Approved and Unapproved Plans are as follows: 
 
                     Share            Expected  Option   Risk Dividend    Employee    Fair 
                     price Exercise volatility    life   free    yield    turnover    value 
                        at    price        (%) (years)   rate             before      per 
                     grant  (pence)                       (%)       (%)   vesting/   option 
                      date                                             non-vesting   (pence) 
Grant date         (pence)                                                     (%) 
 
 
 
14 March 2006       413.50   410.00       27.0     7.0    4.5      4.0        16.0   92.00 
(Approved) 
 
15 March 2006       413.75   335.00       27.0     7.0    4.5      4.0         0.0  116.00 
(Unapproved) 
 
15 March 2006       413.75   335.00       27.0     6.0    4.5      3.0        16.0  130.00 
(Unapproved) 
 
12 October 2006     348.00   347.00       27.0     7.0    4.5      4.0        16.0   76.00 
(Unapproved) 
 
6 September 2007    613.00   597.00       32.0     7.0    5.8      2.0        17.0  228.00 
(Approved) 
 
6 September 2007    613.00   597.00       32.0     7.0    5.8      2.0        17.0  181.00 
(Unapproved) 
 
10 October 2007     525.00   522.00       32.0     6.8    5.8      2.0        17.0  189.00 
(Unapproved EPS 
dependent)(1) 
 
5 March 2009        226.75   224.00       50.3     6.5    2.6      4.4        12.0   69.00 
(Unapproved TSR 
dependent)(1) 
 
5 March 2010        677.00   666.00       49.0     6.5    3.2      1.5        12.0  267.00 
 
(Unapproved TSR 
dependent)(1) 
 
5 March 2010        677.00   666.00       49.0     6.5    3.2      1.5        12.0  312.00 
(Unapproved EPS 
dependent)(1) 
 
 
(1) For details of TSR and EPS performance conditions refer to Part II of the 
Remuneration Report on pages 37 to 41. 
 
 
Expected volatility is estimated by considering historic average share price 
volatility at the grant date. 
 
                                    2011                       2010 
 
Group and Company                                                      Weighted 
                                           Weighted                     average 
                                            average                    exercise 
                               Number      exercise        Number         price 
                                              price                     (pence) 
                                            (pence) 
 
Outstanding at 1 January    6,095,430        348.33     6,878,310        330.16 
 
Granted                             -             -       440,020        666.00 
 
Forfeited                           -             -     (145,030)        403.39 
 
Exercised                 (1,751,885)        344.73   (1,077,870)        354.63 
 
Outstanding at              4,343,545        349.78     6,095,430        348.33 
31 December 
 
Exercisable at              2,793,167        345.77     2,925,602        335.56 
31 December 
 
 
The weighted average market value per ordinary share for executive options 
exercised in 2011 was GBP11.58 (2010: GBP6.98). 
 
The options outstanding at 31 December 2011 have an exercise price in the range 
of GBP2.24 to GBP6.66 (2010: GBP2.24 to GBP6.66) and a weighted average contractual 
life of 5.4 years (2010: 6.1 years). 
 
 
The share-based payments charge for approved and unapproved options for the 
year ended 31 December 2011 is GBP1,088,000 (2010: GBP1,318,000). 
 
The Company charge for the year was GBP688,000 (2010: GBP781,000). 
 
 
NI is accrued, where applicable, at a rate of 13.8%, which management expects 
to be the prevailing rate when the share options are exercised, based on the 
difference between the share price at the reporting date and the average 
exercise price of share options. The charge for the year ended 31 December 2011 
is GBP4,032,000 (2010: GBP2,526,000). 
 
 
Sharesave Plan 
The Group operates an Her Majesty's Revenue and Customs approved Sharesave Plan 
under which employees 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 funds 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: 
 
                                                                       Employee 
                                                                       turnover 
                                                                        before 
                 Share                                                 vesting/ 
                 price                                              non-vesting 
                    at Exercise   Expected  Option    Risk Dividend  condition      Fair 
                 grant    price volatility    life    free    yield         (%)    value 
Grant date        date  (pence)        (%) (years)    rate      (%)                  per 
               (pence)                                 (%)                        option 
                                                                                 (pence) 
 
2 October 2006  345.75   259.00       27.0    3.25     4.5      3.0        16.0   108.00 
 
3 October 2007  525.00   490.00       32.0    3.25     5.8      1.5        84.0   156.00 
 
2 October 2008  253.75   255.00       32.0    3.25     3.0      1.5        25.0    59.00 
 
1 October 2009  545.00   425.00       50.3    3.25     3.5      4.4        25.0   199.00 
 
5 October 2010  745.50   553.00       49.0    3.25     2.3      1.6        25.0   318.00 
 
3 October 2011 1200.00   988.00       42.9    3.25     2.8      1.3        25.0   446.00 
 
 
Expected volatility is estimated by considering historic average share price 
volatility at the grant date. 
 
 
The requirement that an employee has to 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 employee behaviour. 
 
 
                                  2011                        2010 
 
Group and Company                         Weighted                    Weighted 
                                           average                     average 
                                          exercise                    exercise 
                              Number         price        Number         price 
                                           (pence)                     (pence) 
 
Outstanding at               176,523        409.92       178,435        364.63 
1 January 
 
Granted                       30,142        988.00        44,534        553.00 
 
Forfeited                   (18,022)        429.83      (27,771)        370.39 
 
Exercised                   (42,661)        255.00      (18,675)        377.19 
 
Outstanding at 31            145,982        572.10       176,523        409.92 
December 
 
Exercisable at 31              1,431        255.00             -             - 
December 
 
 
The weighted average market value per ordinary share for Sharesave options 
exercised in 2011 was GBP12.77 (2010: GBP7.01). 
 
 
The Sharesave options outstanding at 31 December 2011 have an exercise price in 
the range of GBP2.55 to GBP9.88 (2010: GBP2.55 to GBP5.53) and a weighted average 
contractual life of 1.7 years (2010: 2.0 years). 
 
The share-based payments charge for Sharesave options for the year ended 
31 December 2011 is GBP106,000 (2010: GBP88,000). 
 
 
The Company charge for the year was GBP5,000 (2010: GBP2,000). 
 
 
Performance Share Plan (PSP) 
 
In May 2011 following shareholder approval, a PSP was established. 164,258 PSP 
awards were made to executive directors and senior managers on 4 May 2011 (the 
Grant date) subject to EPS and relative TSR performance. Performance will be 
measured over three financial years (1 January 2011 - 31 December 2013). The 
vesting in March 2014 (Vesting date) of 25% of the 2011 PSP award will be 
dependent on a relative TSR performance condition measured over a three-year 
performance period and the vesting of 75% of the 2011 PSP award will be 
dependent on the satisfaction of an EPS growth target measured over a 
three-year performance period. PSP award holders are entitled to receive 
dividends accruing between the Grant date and Vesting date, and this value will 
be delivered in shares. 
 
 
The PSP awards have been valued using the Monte Carlo model and the resulting 
share-based payments charge is being spread evenly over the period between the 
Grant date and the Vesting date, being 34 months. 
 
                                                                     Employee 
                                                                     turnover 
                                                                      before 
                 Share                                               vesting/ 
                 price                              Risk          non-vesting    Fair 
                    at Exercise   Expected  Option  free Dividend  condition    value 
                 Grant    price volatility    life  rate    yield         (%)     per 
Grant date        date  (pence)        (%) (years)   (%)      (%)              option 
               (pence)                                                        (pence) 
 
4 May 2011     1039.00      nil       42.9     2.8   1.4      0.0         3.1  739.00 
(TSR 
dependent)(1) 
 
4 May 2011     1039.00      nil       42.9     2.8   1.4      0.0         3.1 1039.00 
(EPS 
dependent)(1) 
 
 
(1) For details of TSR and EPS performance conditions refer to Part II of the 
Remuneration Report on pages 37 to 41. 
 
 
Expected volatility is estimated by considering historic average share price 
volatility at the Grant date. 
 
 
The share-based payments charge for the year ended 31 December 2011 is GBP361,000 
(2010: GBPnil). 
 
 
The Company charge for the year was GBP277,000 (2010: GBPnil). 
 
 
NI is being accrued, where applicable, at a rate of 13.8%, which management 
expects to be the prevailing rate when the PSP awards are exercised, based on 
the share price at the reporting date. The charge for the year ended 
31 December 2011 is GBP64,000 (2010: GBPnil). 
 
 
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 deferred shares. The award of shares under 
the DSP is contingent on the satisfaction of pre-set internal targets relating 
to underlying drivers of long-term 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 have been 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 assumptions used in the measurement of the fair value of the deferred share 
awards are calculated at the date on which the potential bonus is communicated 
to senior management (the Grant date) as follows: 
 
 
                            Share 
                            price Exercise                          Dividend  Employee 
                               at    price   Expected Expected Risk    yield  turnover    Fair 
                            Grant  (pence) volatility     term free             before    value 
Grant date     Award date    date                 (%)  (years) rate      (%)  vesting/     per 
                          (pence)                               (%)           non-        share 
                                                                              vesting    (pence) 
                                                                             condition 
                                                                                   (%) 
 
 
 
 
 
5 March 2009 5 March 2010  226.75      nil        n/a      3.0  2.6      4.4      12.0  199.00 
 
5 March 2010 4 March 2011  677.00      nil        n/a      3.0  3.2      1.5      12.0  648.00 
                      (1) 
 
4 March 2011            - 1039.00      nil        n/a      2.8  1.4      1.4       3.4 1000.00 
 
(1) Following the achievement of the 2010 internal performance targets, 118,467 
nil cost option deferred shares were awarded to executives and senior 
management on 4 March 2011 (the Award date) with the right to the release of 
the shares deferred until March 2013. 
 
                                  2011                        2010 
 
Group and Company                         Weighted                    Weighted 
                                           average                     average 
                                          exercise                    exercise 
                              Number         price        Number         price 
                                           (pence)                     (pence) 
 
Outstanding at               215,958             -             -             - 
1 January 
 
Granted                      118,467             -       215,958             - 
 
Forfeited                    (2,436)             -             -             - 
 
Outstanding at 31            331,989             -       215,958             - 
December 
 
Exercisable at 31                  -             -             -             - 
December 
 
 
The share-based payments charge for the year ended 31 December 2011 is GBP714,000 
(2010: GBP440,000). 
 
 
The DSP awards have a weighted average contractual life of 1.0 years (2010: 1.6 years). 
 
 
The Company charge for the year was GBP509,000 (2010: GBP260,000). 
 
 
NI is being accrued, where applicable, at a rate of 13.8%, which management 
expects to be the prevailing rate when the deferred shares are released to the 
employees, based on the share price at the reporting date. The charge for the 
year ended 31 December 2011 is GBP330,000 (2010: GBP125,000). 
 
 
 
25 Operating lease commitments 
 
Non-cancellable operating lease rentals are payable as follows: 
 
                      31 December 2011                 31 December 2010 
 
Group          Plant &                            Plant & 
              machinery        Other     Total   machinery      Other      Total 
                    GBP000       GBP000       GBP000       GBP000       GBP000       GBP000 
 
 
Less than one        374        687      1,061        168        781        949 
year 
 
Between one 
and five             455      2,624      3,079        185      2,964      3,149 
years 
 
More than 
five years             -        199        199          -        855        855 
 
                     829      3,510      4,339        353      4,600      4,953 
 
 
The Company has no operating lease commitments in either year. 
 
 
During the year, the landlord of the office premises in Milton Keynes served 
notice of early termination of the lease. As a result the current lease will 
expire in March 2012. Accordingly, only three months commitments are included 
in the table above. A lease on new premises was signed in January 2012 and no 
amounts in respect of this new lease are included above. 
 
 
26 Capital commitments 
 
As at 31 December 2011 the Group had committed to incur capital expenditure of 
GBPnil (2010: GBPnil). 
 
The Company has no capital commitments in either year. 
 
27 Related party disclosures 
 
Inter-group transactions with subsidiaries 
During the year the Company was charged interest of GBP499,000 (2010: GBP909,000) 
by Rightmove Group Limited in respect of balances owing under the inter-group 
loan agreement dated 30 January 2008. 
 
 
As at 31 December 2011 the balance owing under this agreement was GBP87,375,000 
(2010: GBP22,605,000) including capitalised interest. 
 
Directors' transactions 
There were no transactions with directors in either year other than those 
disclosed in the 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 Remuneration Report on pages 28 to 41. 
 
Stephen Shipperley, who resigned as a non-executive director on 31 December 
2010, was also Group Executive Chairman of Connells Limited, a significant 
estate agency customer of the Group. During 2009 Connells Limited renewed their 
membership for a further three years on an arms' length basis. The Group's 
transactions and balances with this customer for 2010 were as follows: 
 
                                                                     Year ended 
Group                                                          31 December 2010 
                                                                           GBP000 
 
Amounts owed by: 
 
Sequence (UK) Limited (Connells)                                             70 
 
Connells Residential                                                         46 
 
                                                                            116 
 
 
Amounts invoiced to: 
 
Sequence (UK) Limited (Connells)                                            678 
 
Connells Residential                                                        413 
 
                                                                          1,091 
 
 
Included within trade and other receivables is GBPnil due from related parties 
(2010: GBP116,000). 
 
28 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: 
 
                                                             Group 
 
                                          31 December 2011     31 December 2010 
                               Note                   GBP000                 GBP000 
 
Net trade receivables                17               13,132             10,073 
 
Amounts owed by                      17                    -                116 
related parties 
 
Amounts held in Escrow            11,17                1,667              1,000 
 
Accrued interest                     17                   58                 62 
receivable 
 
Other debtors                        17                  117                 37 
 
Cash and cash                        18               21,768             23,148 
equivalents 
 
                                                      36,742             34,436 
 
 
The Company had no exposure to credit risk in either year. 
 
 
The maximum exposure to credit risk for trade receivables (including related 
parties) at the reporting date by geographic region was: 
 
                                                31 December 2011 31 December 2010 
Group          Note                                         GBP000             GBP000 
 
UK                                                        13,086           10,152 
 
Rest of the                                                   46               37 
world 
 
                 17                                       13,132           10,189 
 
 
The maximum exposure to credit risk for trade receivables (including related 
parties) at the reporting date by type of customer was: 
 
                                                31 December 2011 31 December 2010 
Group          Note                                         GBP000             GBP000 
 
Property                                                  12,676           10,114 
advertisers 
 
Other                                                        456               75 
 
                 17                                       13,132           10,189 
 
 
The Group's most significant customer, an Estate Agent, accounts for GBP1,011,000 
(2010: GBP600,000) of the trade receivables carrying amount. 
 
 
Impairment losses 
The ageing of trade receivables (including related parties) at the reporting 
date was: 
 
                           31 December 2011             31 December 2010 
 
                             Gross     Impairment         Gross     Impairment 
 
Group                         GBP000           GBP000          GBP000           GBP000 
 
Not past due                 9,662           (35)         7,088            (6) 
 
Past due 0 - 30 days         2,405          (247)         1,892          (162) 
 
Past due 30 - 60             1,311          (109)         1,355          (160) 
days 
 
Past due 60 - 90               129           (31)           180           (22) 
days 
 
Past due older                  54            (7)            45           (21) 
 
                            13,561          (429)        10,560          (371) 
 
 
The movement in the allowance for impairment in respect of trade receivables 
during the year was as follows: 
 
                                                  31 December 2011 31 December 2010 
Group                                                         GBP000             GBP000 
 
At 1 January                                                   371              216 
 
Charged during the                                             315              567 
year 
 
Utilised during the                                          (257)            (412) 
year 
 
At 31 December                                                 429              371 
 
 
The Group has identified specific balances for which it has provided an 
impairment allowance on a line by line basis across all ledgers, in both years. 
No general impairment allowance has been provided in either year. 
 
 
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. 
 
 
Liquidity risk 
The following are the contractual maturities of financial liabilities, 
including estimated interest payments: 
 
Group               Carrying Contractual  6 months 
                      amount  cash flows   or less    6-12   1-2 years 2-5 years 
                                                      months 
                        GBP000        GBP000      GBP000      GBP000      GBP000      GBP000 
 
 
At 31 December 
2011 
 
Non-derivative 
financial 
liabilities 
 
Trade payables           370       (370)     (370)         -         -         - 
 
                    Carrying Contractual  6 months 
Group                 amount  cash flows                6-12 1-2 years 2-5 years 
                                           or less    months 
                        GBP000        GBP000      GBP000      GBP000      GBP000      GBP000 
 
 
At 31 December 
2010 
 
Non-derivative 
financial 
liabilities 
 
Trade payables         1,033     (1,033)   (1,033)         -         -         - 
 
 
The Company had no non-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. 
 
Currency risk 
During 2011 all the Group's sales and more than 95.0% of the Group's purchases 
were Sterling denominated and accordingly it has no significant currency risk. 
 
 
Interest rate risk 
The Group and the Company have exposure to interest rate risk on their cash 
balances and amounts held in Escrow. As at 31 December 2011 the Group had total 
cash of GBP21,768,000 (2010: GBP23,148,000) and GBP1,667,000 (2010: GBP1,000,000) held 
in Escrow. 
 
 
Fair values 
The fair values of all financial instruments in both years are equal to the 
carrying values. 
 
29 Contingent liabilities 
 
The Group and the Company had no contingent liabilities in either year. 
 
 
30 Subsequent events 
 
There have been no subsequent events having a material impact on the financial 
statements between 31 December 2011 and the reporting date. 
 
ADVISERS AND SHAREHOLDER INFORMATION 
 
Contacts 
Managing Director, Ed Williams 
Chief Operating 
Officer and Finance Director, Nick McKittrick 
Company Secretary, Liz Taylor 
 
Website:www.rightmove.co.uk 
 
Financial calendar 2012 
2011 full year results: 24 February 2012 
Annual General Meeting: 9 May 2012 
Final dividend record date: 11 May 2012 
Final dividend payment: 8 June 2012 
Interim Management Statement: May, November 2012 
Half year results: 1 August 2012 
Interim dividend: November 2012 
 
Registered office: 
Rightmove plc 
4th Floor 
33 Soho Square 
London 
W1D 3QU 
Registered in 
England no. 6426485 
 
Corporate advisers 
 
Financial adviser 
UBS Investment Bank 
 
Joint brokers 
UBS Limited 
Numis Securities Limited 
 
Auditor 
KPMG Audit Plc 
 
Bankers 
Barclays Bank Plc 
HSBC Bank Plc 
 
Solicitors 
Slaughter and May 
Pinsent Masons 
 
Registrar 
Capita Registrars 
Shareholder enquiries 
The Company's registrar is Capita Registrars. 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 address details 
are: 
Capita Registrars 
The Registry 
34 Beckenham Road 
Beckenham 
Kent 
BR3 4TU 
Capita Registrars is a trading name of Capita Registrars Limited. 
Capita shareholder helpline: 0871 664 0300 (calls cost 10p per minute plus 
network extras) (Overseas: +44 20 8639 3399) 
Email: ssd@capitaregistrars.com 
Share portal: www.capitashareportal.com 
Through the website of our registrar, Capita Registrars, shareholders are able 
to manage their shareholding online and facilities include electronic 
communications, account enquiries, amendment of address and dividend mandate 
instructions. 
 
END 
 

(END) Dow Jones Newswires

February 24, 2012 02:00 ET (07:00 GMT)