Annual Report and Accounts 2021
Helping
households
save money
Contents_GEN_Page Contents_GEN_PageL2Contents Generation – Section
Revenue (£m)
£316.7m
2017
329.7
2016
316.4
2018
355.6
2019
388.4
2020
344.9
2021
316.7
Adjusted earnings per share
1
(p)
11.9p
Basic earnings per share (p)
9.8p
Total dividend per share (p)
11.71p
Profit before tax (£m)
£70.2m
Adjusted EBITDA
1
(£m)
£100.5m
2017
16.9
2016
15.7
2018
17.4
2019
18.2
2020
13.1
2021
11.9
2017
96.1
2016
91.3
2018
106.9
2019
116.0
2020
87.8
2021
70.2
2017
127.2
2016
120.8
2018
129.4
2019
141.5
2020
107.8
100.5
2021
2017
14.4
2016
13.5
2018
16.2
2019
17.7
2020
12.9
2021
9.8
2017
10.44
2016
9.85
2018
11.05
2019
11.71
2020
11.71
2021
11.71p
Insurance
£158.7m
2020: £172.9m
Money
£75.2m
2020: £62.8m
Cashback
£10.6m
2020: N/A
Travel
£4.1m
2020: £6.0m
Home Services
£68.1m
2020: £103.2m
Financial highlights
Revenue by segment
1 Useofalternativeperformancemeasures(‘APMs’)isdetailedintheFinancialReviewonpage26andAPMsaredefinedintheglossaryonpage162.
1
Strategic Report Governance Financial Statements
See more on p24 to p25 See more on p22 to p23
Delivering on our
strategic plan to
expand our offer
Retaining our
customers through
our energy switching
solutions
Creating
value and
making
progress
Our strategy
Retain and grow
Expand our offer
Efficient acquisition
Read more about our financial performance
on pages 26 to 32
Strategic Report
2 2021 Overview
3 Investment Case
4 At a Glance
6 Chair’s Statement
8 Chief Executive’s Review
10 Our Market and Trends
12 Our Business Model
14 Our Strategy
18 Our Focus on Customers
20 Strategy in Action
26 Financial Review
34 Risk Management
38 Principal Risks & Uncertainties
40 Stakeholder Engagement
andSustainability
Governance
64 Chair’s Introduction to Governance
65 Governance at a Glance
66 Board of Directors
68 Governance Framework
69 Corporate Governance Statement
80 Nomination Committee Report
84 Audit Committee Report
90 Risk Committee Report
92 Directors’ Remuneration Report
93 Remuneration Committee Report
107 Directors’ Report
Financial Statements
112 Independent Audit Report
119 Consolidated Statement of
Comprehensive Income
120 Consolidated Statement
of Financial Position
121 Consolidated Statement
of Changes in Equity
122 Consolidated Statement of
Cash Flows
124 Notes to the Consolidated
Financial Statements
154 Company Balance Sheet
155 Statement of Changes in Equity
156 Notes to the Company
Financial Statements
General
160 Shareholder
Information
161 Financial Calendar
162 Glossary
Contents
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• Revenue down 8% (down 11%
excluding Quidco) – Home Services
heavily impacted by wholesale energy
prices, Insurance performance softer,
Money performance strong
• Gross margin up c.4%pts driven by
more efficient customer acquisition
and improved conversion in car
insurance andborrowing
• Adjusted EBITDA down 7% with cost
increases from acquisitions and staff
incentives partly offset by operational
efficiencies
• Profit before tax down further
dueto adjusting items charges for
acquisitions
• Operating cashflow of £65.7m
was strong, although lower cash
conversion reflected one-off working
capital outflows; netdebt reflects
purchase of Quidco in November
• Full-year dividend maintained at 11.71p,
reflecting good cash conversion and
confidence in growth prospects
• Helped households save an estimated
£1.6bn
• Good progress delivering strategy:
– More efficient customer
acquisition including improved
PPC bidding capabilities and new
MoneySuperMarket brandcampaign
– Data transformation nearing
completion, laying foundations
forproduct innovation
– Quidco acquisition adds cashback
to the Group; CYTI acquisition gives
full control of certain insurance
journeys; TravelSupermarket merged
withIcelolly.com, positioning the
Group better for the travelrecovery
• Announced our commitment to reach
net zero by 2030; remained ‘Beyond
Carbon Neutral’, offsetting 150% of our
carbonfootprint
• Ranked first on the Hampton-Alexander
Review ‘Women on Boards’ report;
number 21 on the Inclusive Companies
Top 50 UK Employer List
Annual Report and Accounts 2021
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Moneysupermarket.com Group PLC
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Strategic Report Governance Financial Statements
Why invest in
Moneysupermarket
Group?
Moneysupermarket Group is a
successful digital marketplace business,
driven by a clear purpose of helping
households save money. Our leading
brands play a vital role for consumers
and providers, underpinned by a highly
profitable, asset-light business model
Leading and
trustedbrands
We have a Group net promoter score of 72. Within that,
MoneySuperMarket, one of the UK’s leading price comparison
sites, scores at 70, and MoneySavingExpert, one of the UK’s biggest
consumer finance websites, scores at 88.
Net promoter score
72
(2020: 72)
Data-driven
marketplace
providing value
to consumers
andproviders
We offer users the tools, services and products to save money as
they switch and spend, with millions of users making savings with
Group brands in 2021. Our success-based fee revenue model gives
our providers and merchants a cost-efficient way to access millions
of users.
Providers
4,500+
(2020: 1,000+)
Growth from core
and new markets
Prior to COVID-19, we forecast our core markets (car, home, life and
travel insurance; credit cards and loans; and energy) to grow at mid-
single digit rates on average, and we expect those markets to resume
similar growth once recovered. The Group has the opportunity to
gain market share through efficient acquisition, better retention and
cross-sell, and by expanding our offer into adjacent markets.
Estimated core market
growth p.a.
4-5%
(2020: 4-5%)
Efficient capital
allocation and
strongly cash
generative
Our financial model is highly profitable, strongly cash generative
and capital light. In 2021 we delivered £65.7m operating cash
flow and have continued to pay a dividend of £62.8m throughout
thepandemic.
Operating cash flow
£65.7m
(2020: £83.9m)
Purpose-driven
organisation driving
benefits to society
Our purpose is to help households save money and all our brands
enable users to make significant savings on their household bills
and purchases. MoneySavingExpert is a consumer champion that
provides valuable advice to millions of UK users every year.
We are a constituent of the FTSE4Good Index, and are accredited
as‘Beyond Carbon Neutral’.
The Group has been recognised at number 21 on the Inclusive
Top50 UK Employer List.
MSCI ESG rating (2021)*
A
(2020: A)
*
based on an industry-relative
AAA-CCC scale
Strong
differentiated
model
Our business fundamentals remain strong and differentiated. In
addition to leading brands, we combine high margins and strong
cash flows with an asset-light approach. We benefit from an efficient
mix of marketing, publishing and B2B business models to attract a
variety of users. Our proprietary comparison technologies provide
flexibility as well as a high barrier to competitive entry.
For further information on our business model see pages 12 to 13.
Investment Case2021 Overview
Good strategic
progress amid
challenging markets
Operational highlights
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Strategic Report Governance Financial Statements
At a Glance
Who we are
Moneysupermarket Group is
a successful business driven
by a clear purpose of helping
households save money
The Group operates leading UK price comparison sites for Insurance, Money, Home Services, Travel and other products.
Ourpurpose is to help households save money by giving them access to free online tools that enable them to compare and
switch products. We operate a marketplace business model, matching consumers to providers in an efficient way for both
sides. Consumers can come to a single site, answer a simple question set and let us do the work of providing them with a wide
choice of relevant products. For providers it is a cost-effective and flexible way to access millions of customers. With the recent
acquisition of Quidco, the Group now helps users earn cashback on online spending whilst also providing an attractive customer
acquisition channel to merchants.
Delivered through our leading brands
‘The MoneySuperSeven. More ways to save more money’
MoneySuperMarket is a leading UK price comparison website
that enables consumers to compare and switch Insurance,
Money and Home Services products. Our offer is extremely
broad and, relative to our peers, we operate more of our core
comparison journeys ourselves (see pages 20 to 21).
Active users
10.0m
(2020: 11.5m)
‘Cutting your costs, fighting your corner’
MoneySavingExpert is one of the UK’s biggest consumer finance
websites, dedicated to helping consumers save money on bills
and campaigning for financial justice. It also offers whole-of-
market comparison services and is highly trusted by its users.
YouGov consistently assesses MoneySavingExpert to be the most
recommended brand in the UK (see page 18).
Weekly email
subscribers
8.2m
(2020: 7.5m)
‘Simple, no catch, no hidden charges, highest cashback rates’
Quidco is a leading cashback site which offers users cashback on
nearly 5,000 popular brands.
See pages 24 to 25 for more information.
Average transaction
frequency per annum
per active user
11.3
(2020: N/A)
‘Compare to save money’
TravelSupermarket compares the best travel deals in one
place, including holidays, flights, car hire, hotels and insurance.
TheTravelSupermarket blog provides travel advice, guidance and
holiday inspiration.
TSM holiday enquiries
4.9m
(2020: 8.3m)
‘Compare millions of cheap holidays’
icelolly.com is an online travel intermediary specialising in
holiday comparison and deals.
See pages 24 to 25 for more information.
icellolly.com
emailsubscribers
1.0m
(2020: N/A)
‘Connecting you with the best products and services’
Decision Tech is a leading UK price comparison platform. Its aim
is to create destination digital experiences that help brands to
connect their customers with the very best products and services
at the exact point at which they need them. Decision Tech operates
industry-leading B2B comparison technology for third-party brands.
No. of visitors to
DT’sB2B platform
9.0m
(2020: 9.4m)
Our key verticals
Insurance Money Home Services Travel Cashback
Households are able to
save money on a number of
different insurance products
including: car, travel, life,
home and pet insurance.
In 2021, car and home
insurance revenue fell
against a backdrop of
a softer market and
intensifying competitor
activity, although we
delivered gross margin rate
gains in all main channels.
Travel insurance began to
recover in the second half.
Users of MoneySuperMarket
and MoneySavingExpert
are able to compare a wide
range of credit cards, loans,
savings, current accounts
and mortgage products.
Thesites also provide
users with access to their
credit scores and provide
information on topics such
as mortgage affordability,
thedifferent types of
lending, and household
budgeting.
Money performed well in
2021, with strong conversion
in our borrowing channels.
Customers are able to
save money on a broad
range of products including
broadband, energy, landline
and mobile phones. As
well as comparing on
MoneySuperMarket and
MoneySavingExpert, our
switching services for energy,
broadband and mobile are
available on over40 external
brands via Decision Tech.
Home Services revenue was
impacted by significantly
elevated wholesale prices
which removed all switchable
tariffs from the market from
mid October.
TravelSupermarket helps
people to save money on
their holiday. Customers can
compare package holidays,
car rental, flights, hotels
and a variety of travel costs,
including travel insurance,
transfers and airport parking.
TravelSupermarket merged
with icelolly.com in 2021.
icelolly.com offers a holiday
comparison and deals site
that allows customers to
compare millions of holidays
from the UK’s leading travel
companies and access
attractive deals.
Quidco helps users
earn cashback on
their online spending.
with transacting
users purchasing on
average 11.3 times in
the year. One of the
UK’s leading cashback
services, it has over
10 million registered
users in the UK and
since its foundation
has helped users earn
over £500million
incashback.
Revenue
£158.7m
(2020: £172.9m)
£75.2m
(2020: £62.8m)
£68.1m
(2020: £103.2m)
£4.1m
(2020: £6.0m)
£10.6m
(2020: N/A)
Adjusted EBITDA contribution
£94.7m
(2020: £98.3m)
£50.8m
(2020: £36.8m)
£33.2m
(2020: £53.5m)
£(0.9)m
(2020: £0.7m)
£1.8m
(2020: N/A)
What we do
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Strategic Report Governance Financial Statements
Chair’s Statement
Robin Freestone
Chair
Our Group purpose of helping
households save money
remains as relevant as ever.
The COVID-19 pandemic, energy crisis and
uncertain economic outlook have only
heightened the financial strain and uncertainty
faced by UK consumers. I am pleased to report
that the Group has once more helped out,
saving households £1.6bn in 2021.
The year again saw challenging conditions
in some of our main markets, with ongoing
pandemic issues continuing to constrain
our travel-related businesses. In addition,
an unprecedented rise in energy wholesale
prices created further headwinds. The
diversity of our product offering once again
proved a major strength in the face of
such disruption. Our Insurance and Money
verticals both performed robustly in markets
which remained more stable. Our brands
rose to the challenge again, providing useful
advice and savings tips to millions. As ever,
we helped millions find the best insurance
policies and financial products to suit their
needs. Within travel, TravelSupermarket
kept users regularly updated on the latest
restrictions, while MoneySavingExpert
advised on cheap COVID-19 test availability
and MoneySuperMarket offered enhanced
comparison for COVID-19 cover within
travel insurance policies. In the midst of
energy market turmoil, MoneySavingExpert
helped users make difficult decisions around
their bills and providers. In the year of the
COP26 summit, MoneySavingExpert also
expanded its coverage of green issues, guiding
users towards environmentally supportive
moneysaving solutions.
We also delivered well against our strategy,
enhancing our data infrastructure, technology
platform and marketing capabilities. On the
inorganic front, we completed the acquisition
of CYTI in January, which operates our travel,
life and pet insurance journeys; We merged
TravelSupermarket with icelolly.com, forming
the Ice Travel Group in which we retain a
majority stake and late in the year we acquired
Quidco, marking a diversification into cashback
– another way to help households save money.
As a Group we continue to adapt to new
working practices, transitioning smoothly
through the year between home working and
a hybrid model. The hard work of our people,
led by our strong management team, has again
generated substantial value for users and
stakeholders. The breadth and diversity of our
product range underpins the performance of
the Group, and our cash generative financial
model allows us to maintain the dividend,
despite market headwinds.
The Board has received regular updates from
the Executive team on our operations, how we
are supporting employees and the community,
and the mitigation of risks to our business.
The Board has considered and monitored
the potential impacts of the potential risks
and impacts of macro-economic disruption
to our end markets, including continued
COVID-19 and energy market volatility, as well
as regulatory change and data security breach
scenarios, in particular upon the Group’s
business, financial position and liquidity. This
activity included modelling severe but plausible,
downside scenarios using stress testing and
scenario analysis techniques. These models
showed that, while there would be a financial
impact, none of the scenarios would result in
an impact to the Group’s expected liquidity,
solvency or debt covenants that could not be
addressed by mitigating actions. As a result,
we do not consider there to be a threat to
the Group’s long-term financial resilience.
Additional detail can be found in our Viability
Statement on page 31.
Our role in society
During the year we continued to ensure
that the stakeholders’ voice is heard in
the Boardroom. Our Group strategy is
underpinned by a culture that encourages
our people to consider the impact we have
individually and as a company on stakeholders.
That includes our focus on employee welfare
and mental wellbeing at work, donating our
time and efforts to raise funds for The Prince’s
Trust, and reducing our carbon footprint in
an effort to ensure a sustainable future for
all. Whilst the Group continued to operate
a hybrid model of working, Board members
ensure that they are regularly spending time
talking directly to employees, whether virtually
or in person, in order to ensure they remain
connected to our people. Sarah Warby, our
Non-Executive Director Employee Champion,
regularly updates the Board on key topics
raised byemployees.
Our Board believes that active management
of Environmental, Social and Governance
matters plays a key role in supporting the
Adjusted EBITDA
1
(£m)
£100.5m
1 AdjustedEBITDAisoperatingprofitbeforedepreciation,amortisationandimpairmentandadjustedforothernon-
underlyingcosts.Thisisconsistentwithhowbusinessperformanceismeasuredinternallyonpages26to33..
Revenue (£m)
£316.7m
Profit before tax
£70.2m
Total dividend per share
11.71p
Delivering
with purpose
in tough times
Group’s strategy, long-term performance and
the sustainability of the business. This is why
I am delighted to report that not only did the
Group remain Beyond Carbon Neutral in 2021,
we went one step further and announced
our commitment to become net zero by
2030. Whilst the impact of climate change has
limited direct effects on our business model
and strategy in the short to medium-term,
the Board recognises that climate change
may present potential risks and opportunities
to our business in the longer term. Further
information on this, and our stakeholder
engagement more generally, can be found
onpages 40 to 45.
The Board
Succession planning has been an area of
focus for the Board in 2021 and this focus will
continue into 2022. As part of this process,
the Nomination Committee will review the
composition and tenure of the Board.
As previously indicated, Sally James, our longest
serving Non-Executive Director, will step down
as a Non-Executive Director following the
Annual General Meeting on 5 May; Sally will
have served on the Board for nine years. Sally
was also the Senior Independent Director and
I am pleased to confirm that Caroline Britton,
subject to regulatory approval, has agreed to
act as the Senior Independent Director.
I was pleased to welcome Lesley Jones to
the Board. Lesley joined the Group as a
Non-Executive Director in September 2021
and, subject to regulatory approval, will take
over the role of Chair of the Risk Committee
following Sally James’ departure. You can read
more about Lesley’s background on pages 66
to 67.
Recent governance requirements have
made diversity a focus in every company’s
succession planning. Our Board collectively
possesses a broad range of experience, skills
and knowledge from various backgrounds
which support the strategic and operational
direction of the Group. I am proud that
our Board currently consists of a majority
of female members, which far exceeds
the 33% recommended by the Hampton-
AlexanderReview.
2021 performance
Our business model again proved resilient,
despite market headwinds, reinforcing our
confidence for the future. COVID-19 continued
to impact, affecting both travel insurance and
Ice Travel Group, though consumer lending
markets loosened gradually following the
tightening of credit in 2020. Rising wholesale
energy prices slowed the energy switching
market before closing it completely from mid-
October, when providers removed tariffs from
the market.
These factors, combined with lower savings on
car insurance, reduced the estimated savings
generated for customers to £1.6bn (2020:
£2.0bn). Group revenue decreased by 8%
from £344.9m to £316.7m, adjusted EBITDA
fell by 7% from £107.8m to £100.5m and
profit before tax declined by 20% to £70.2m.
We generated good cash flow, with operating
cash flow of £65.7m, and paid out ordinary
dividends of £62.8m to shareholders
Read more about our Strategy on pages 14
and 17.
Innovating our business
Much of our focus in 2021 was to consolidate
and improve foundational aspects of the
Group, particularly in data, technology and
marketing. At the same time, we continued
to develop new consumer propositions,
taking learnings from MoneySavingExpert’s
2020 energy innovations to develop and
launch a “super-switch” energy proposition on
MoneySuperMarket. This retains user details
to enable a simple and fast re-switch journey in
subsequent years. We also developed a “value-
led” energy journey on MoneySuperMarket,
helping users find the right deal for them,
rather than just the cheapest. Together
with the “Pick Me A Tariff” service launched
on MoneySavingExpert in 2020, we believe
these solutions position the Group with the
leading energy propositions in the price
comparisonmarket.
Our mortgages proposition expanded further,
adding a third decision-in-principle re-mortgage
lender, and we advanced into decision-in-
principle home purchasing as well. Our new
marketing campaign for MoneySuperMarket,
introducing the MoneySuperSeven, clearly
speaks to both our purpose and the breadth
ofthe MoneySuperMarket offer.
Further detail on how innovation supports our
strategy can be found in the CEO’s Review on
pages 8 to 9 and Our Strategy on pages 14
to17.
Capital allocation
Our good level of cash generation and robust
balance sheet was a factor in the Board’s
decision to recommend a final dividend of
8.61p per share (2020: 8.61p). During 2021, the
Group moved into a net debt position with the
acquisition of Quidco, but still finished the year
with net debt (including deferred consideration)
at a reasonable 0.6x adjusted EBITDA. We
remain confident of the future prospects of the
Group and recognise the importance placed on
the dividend by our shareholders. If approved
by shareholders at the forthcoming Annual
General Meeting, the final dividend will bring
the total dividend for the year to 11.71p (2020:
11.71p) per ordinary share. The final dividend
will be paid on 12 May 2022 to all shareholders
on the register on 1 April 2022.
In the future, when we have significant surplus
capital and there are no short-term organic
or acquisitive growth opportunities available,
we will again consider returning these surplus
funds to shareholders through a “special
distribution”, in accordance with our capital
allocation policy.
Looking ahead
As we progress into 2022, we will continue to
execute effectively against our strategy and our
growth plans, creating innovative propositions
underpinned by advanced data capabilities
and an inclusive, open culture. Although
some improvement in the travel market may
reasonably be expected this year, we do not
anticipate a return to more normal switching
conditions in energy before 2023. However we
remain well placed to take advantage of those
conditions as they arise.
Robin Freestone
Chair
16 February 2022
“2021 was a year of good strategic progress
despite the challenges in our markets.
Weremain confident in our strategy and the
growth prospects of the business, supported
byour inclusive and innovative culture”
Robin Freestone
Chair
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Estimated customer savings across
the Moneysupermarket Group
£1.6bn
Revenue per active user
(MSM)
£16.90m
Chief Executive’s Review
Peter Duffy
Chief Executive Officer
Progressing
our platform
Overview
We executed well against our
strategy as we delivered major
upgrades to our capabilities,
building a better, broader
andmore efficient Group.
Our data transformation, including the
transition to Google Cloud Platform, is
nearing completion. We are moving towards
a more centralised, flexible and re-deployable
tech platform. We also made strong progress
in efficient customer acquisition which,
combined with better conversion in car
insurance and Money, delivered good gross
margin improvement. These changes have
allowed us to simplify our organisation –
driving greater agility and pace.
In 2021 we expanded and diversified the
Group in line with our strategy. We entered
the high-engagement cashback category
with the acquisition of Quidco, and took full
control of our life, travel and pet insurance
journeys by acquiring CYTI. We combined
TravelSupermarket and icelolly.com, which
positions the Group well for the return
oftravel.
Some end markets were challenging in
2021, particularly travel and energy, with
an inevitable impact on performance. We
are better placed than ever for recovery in
these markets, and to grow our business
morebroadly.
Adjusted EBITDA and profit before tax
declined by 7% and 20% respectively. Both
declines reflect difficult market conditions
in energy in particular, while profit before
tax reduced further due to adjusting items
charges for acquisitions. Gross margin grew
well, by around 400 basis points, driven
by more efficient acquisition, improved
conversion in our Money vertical, and
changes in our channel mix.
Our platform
At the heart of our strategy is a reorientation
towards a savings-led technology platform.
We are proud of our distinct and compelling
Group brands that help households save
money with different products and in
different ways: from insurance to energy
to retail and travel; from switching to
cashback; and through the financial
guidance of MoneySavingExpert. But our
underlying infrastructure has not been well
aligned across the Group. In energy, for
example, we had three technology stacks
providing switching capabilities on different
Groupbrands.
By contrast, we now develop our technology
and capabilities once, at a Group level.
That means a single, common platform
underpinning all our brands. It means we
require less resource for maintenance
and development; we can update the
platform just once, before easily redeploying
everywhere; and yet we retain the ability
to overlay different user experiences as
needed. We also build for shareability,
meaning we can add further in-house brands
over time, or provide our services to B2B
partner brands. In Home Services, where
this platform approach is most advanced, we
already provide switching services to forty
external brands.
In 2021 much of our focus was on
consolidating and enhancing our data
infrastructure, which is nearing completion,
while also moving to a common switching
platform for energy. In 2022 we are shifting
our focus to do the same in insurance.
This work has brought efficiencies and will
continue to do so. The consolidation of our
data estate has cut complexity, as has the
implementation of a new CRM platform.
Within Home Services, we have moved from
eight to five technology squads, and expect
to reduce this further, freeing up talent to
be redeployed on innovation. We have also
redesigned further parts of our organisation
to simplify processes, remove layers and
accelerate change.
Our brands
We enjoy leading positions in growing
markets with significant headroom and our
brands are firmly trusted by our customers,
as demonstrated by our strong net promoter
score of 72.
MoneySuperMarket (‘MSM’) had 10.0m
active users in 2021, helping consumers
save £1.6bn on their household bills. This
was despite a suppressed travel insurance
market, reduced savings levels in car
insurance and negligible energy switching
from the autumn onwards. In September
we launched a new marketing campaign for
MSM: the MoneySuperSeven is an engaging
and flexible creative concept that clearly
conveys the brand’s purpose and breadth.
We are pleased with the initial response
and will back this campaign further in 2022,
returning our above-the-line spend to
2020levels.
MoneySavingExpert (‘MSE’) continued to
provide advice to millions of users. YouGov
again rated MSE the most recommended
brand in the UK, ahead of over 1,700 brands
in more than forty categories, and MSE was
awarded Consumer Money Title of the Year
at the Headline Money Awards. During the
year we updated the site’s visual identity
and navigation, and introduced ‘green’
moneysaving guides in several areas. MSE
also continued its successful consumer
campaigns, for example calling for the
regulation of Buy Now, Pay Later products,
which was accepted by the Woolard
Review and subsequently the Treasury.
Inthe coming months, we will launch a car
“We made good progress in the year, delivering
well against our strategy. Our work on more
efficient acquisition has delivered strong gross
margin improvements”
Peter Duffy
Chief Executive Officer
insurance ‘multi-comparison’ proposition on
MSE featuring tips and hints to help guide
users to the best policy and price for them.
The combination of TravelSupermarket and
Icelolly.com into Ice Travel Group (‘ITG’),
majority owned by the Group, completed in
September. ITG will benefit from revenue and
cost synergies as well as strong combined
management. It leaves the Group well placed
to benefit from the travel recovery.
In November we acquired Quidco, the UK’s
second largest cashback site, expanding
the Group into a high engagement category
(Quidco’s transacting members purchase
on average 11 times a year) in line with our
purpose of helping households save money.
We are excited by the potential of the brand
and the opportunity to leverage the Group
data, technology and marketing platform to
drive further improvements.
People and culture
I continue to be impressed by the passion
and commitment of our employees as we
deliver our purpose of saving households
money. Reinforcing our inclusive culture is a
priority for me, and one that is championed
by several of our Employee Resource Groups.
I wish to thank them, as well as employees
throughout the business, for continuing to
help move our culture forward.
We remain committed to embracing
and promoting diversity, inclusion and
equal opportunities. In February 2021,
the Group was ranked first on the most
recent Hampton-Alexander Review ‘Women
on Boards’ report for its 62.5% female
representation which has since increased to
66.7%. In 2021 we also were recognised as
number 21 on the Inclusive Companies Top
50 UK Employer List.
Social impact
Helping households save money and
supporting our wider community is at the
heart of what we do. In 2021 we announced
our commitment to reach net zero by 2030.
In the meantime, we continue to be ‘Beyond
Carbon Neutral’, offsetting 150% of our
carbon footprint, and in March joined forces
with other leading UK tech companies to
found the Tech Zero taskforce.
We also extended our partnership with the
Prince’s Trust for another year: in 2021,
the Group donated £100,000 to the Trust,
including the proceeds from colleague
fundraising activities. We also supported
local charities, donating £33,000 to various
local causes including food banks, hospices
and refuge centres. Our Ewloe catering
team delivered 45,000 meals to homeless
and vulnerable people in the community.
MSE donated £100,000 to the MSE Charity,
which provides grants of up to £7,500 to UK
not-for-profit groups that provide education,
information and support to help people
manage their money better.
Outlook
The ongoing uncertainty around the
pandemic, high energy wholesale prices
and the wider economic outlook makes
our services even more valuable to the UK
consumer. Following the Quidco acquisition
we can help households save money in more
ways than ever before. We have already built
stronger foundations for the business and
in 2022 will ratchet up innovation to help
more consumers switch more products.
Welook forward to delivering once again
forcustomers, providers and investors.
Peter Duffy
Chief Executive Officer
16 February 2022
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Our Market and Trends
Trends in our chosen markets
We have a diverse mix of growth opportunities within our various markets.
Price Comparison
(Overall market)
Trends Impact Opportunities Brands affected
Regulatory focus
Greater focus from governmental and
regulatory bodies on empowering
customers.
Regulation will become
an increasingly important
feature of the price
comparison sector.
Regulation empowering customers to save
money is fully aligned with our purpose
of helping households save money. Such
regulation can generate additional demand,
as we saw when the energy price cap was
introduced, and also facilitate the switching
process, for example with faster energy
switching or by changing insurance auto-
renewal protocols (see below).
Ongoing shift to mobile
Consumers are increasingly accessing
price comparison services on
mobiledevices.
Mobile browsing presents a
greater challenge in terms
of both collecting and
communicating information
on a smaller device. Screen
display size makes paid links
relatively more prominent
when searching on a mobile,
impacting acquisition
sourcemix.
The growth in mobile apps presents
an opportunity for the Group to attract
direct, low-cost, repeat traffic – as we do
already through the MoneySuperMarket
and Quidco apps. App notifications also
represent a further, direct communication
channel. Finally, the growth of new app
propositions allows us to reach further
users via our B2B services.
Comparison beyond price
Providing greater and better information
to users beyond just price.
Simultaneous comparison
across multiple factors can
be challenging to present
clearly to the user.
Today price comparison focuses heavily on
price. The cheapest policy is not always the
right one though, and price comparison
sites can improve the additional information
they provide to help users assess value. We
already offer comparison across a broader
set of metrics via MSE’s Pick Me A Tariff
energy journey and now MSM’s energy
super-switch, which allow customers to
weight their preference between different
factors including but not limited to price.
Advisory propositions
Propositions that recommend products
or even execute the switch for the
consumer have started to emerge.
“Do it for me” propositions
could disrupt the status quo
and rapidly gain scale.
Advisory propositions are generally more
heavily regulated than our current model.
But they also represent a potential long-
term evolution of the price comparison
model to one that is more automated,
withhigher frequency of switching.
Insurance
FCA pricing regulations
In January 2022 the FCA introduced
regulations to stop “price walking” by
insurers in car and home insurance.
This was part of a package of measures
expected to ensure that insurance
products offer fair value to consumers.
The removal of introductory
discounts may increase
prices for switchers. With
renewal prices closer to
(market) new business
prices, we could see a lower
propensity to switch.
The “price-walking” reforms provide some
protection to consumers, however, as has
proven to be the case with the energy price
cap, it often remains in a customer’s interest
to switch.
The auto-renewal changes will help
customers by removing a pain point from
today’s switching journey.
Trends Impact Opportunities Brands affected
Insurance premiums
Average car insurance premiums have
reduced since COVID-19 reduced traffic
levels and therefore accidents, while home
insurance premiums have similarly declined.
We expect this to reverse over time.
Premium deflation generally
acts to reduce enquiry
volumes.
As inflation returns we should see higher
enquiries in the market. By making
our journeys as smooth and efficient
as possible, we can capitalise on this
increaseddemand.
Travel insurance
The overall demand for travel and
therefore the demand for travel
insurance should recover as pandemic-
related travel restrictions ease.
We have started to see
recovery in the travel
marketas restrictions
have eased and consumer
confidence returns.
Our broad provider panel means we are
well placed to find the most suitable policy
for travellers.
There may be greater demand from
consumers seeking travel insurance
as a result of travel impacts during
thepandemic.
Money
Interest rate rises
After years of low interest rates, there are
signs of increases in major economies.
Higher interest rates
make savings products
more attractive and credit
morecostly.
Rising interest rates should stimulate
greater demand for savings product
comparison. In addition, we may see
heightened demand for balance transfer or
zero-interest credit cards as debt becomes
more expensive.
Home Services
Energy wholesale pricing
Energy wholesale prices rose sharply
during 2021, reflecting both demand
and supply issues that may drive further
increases or a prolonged high. The
retrospective nature of the price cap
strains provider economics in a rising
market, and removes attractive switching
product from the market.
From September onwards
there was little switching in
the market and negligible
switching revenue.
As wholesale prices decline then, depending
on the level of the price cap, we may see
a significant opportunity for switching.
Our broad panel and best-in-class energy
journeys mean we are well set to benefit
from this.
In addition, MSE editorial is uniquely
positioned to guide consumers on the pros
and cons of switching, and best deals in
themarket.
Cashback services
Online retail growth
The pandemic has accelerated
the secular growth of online
retailpurchasing.
More consumers continue
to buy more products online
than pre-pandemic.
Today, cashback is almost entirely
associated with online purchasing. The
greater penetration of online retail brings
the potential for wider, more frequent
engagement with cashback sites such
asQuidco.
Travel
Package holiday growth
Consumer demand for package holidays
is likely to return as COVID-19 restrictions
are relaxed.
We may see greater demand
for and booking of travel
(including package holidays)
during 2022. On the
other hand, as the largest
discretionary spend area for
many households, the travel
market can be suppressed
by macroeconomic
pressures.
Ice Travel Group continues to focus on
building leading comparison services to
help consumers find the best deal for their
holiday. We are well placed to benefit from
the travel recovery.
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How we create value
Technology
Our offer is underpinned by our scalable
and flexible technology solutions that are
increasingly able to support multiple in-house
and external brands from a common platform.
Relationships
Our strong relationships with our providers
allow us to offer exclusive and market-leading
deals. Read more about how we engage with
our providers on pages 42 to 43.
Data
Our strong analytic capabilities and upgraded
infrastructure allow us to personalise the
customer experience, generate real-time
performance information, and provide relevant,
useful data to providers.
People
Our talented people ensure we provide
customers with the best experience. Read
more about how we support our employees on
pages 46 to 50.
Leading brands
We operate well-known brands which are
trusted by our customers and acquired two
new brands in 2021. Read about our brands
on pages 4 to 5 and our acquisitions on pages
24 to 25.
Marketing expertise
We invest in marketing to attract customers
and providers to our sites. Read more about
our MoneySuperSeven brand launch on pages
20 to 21.
Our Business Model
Helping
households
save money
Our brand
strength and
marketing attract users
and providers to our
well-established
platform
Efficient switching
journeys help users
easily switch and save
Providers pay us
when products
arepurchased
We remind users
when it is time to
re-switch; we use data
to prioritise and market
further switching
opportunities
We expand into
newmarkets and
additional services
We generate
insights from
users and providers
to optimise our
propositions and
identify growth
opportunities
We provide products and services to help users make meaningful savings
across their household finances. At the same time we help providers to acquire
new customers in an efficient and cost effective way.
How we share value with our stakeholders How we maximise value
Clear strategy
Read more on pages 14 to 17
Robust risk management
Read more on pages 34 to 39
Responsible approach
Read more on pages 52 to 59
Innovative and
inclusive culture
Read more on pages 46 to 50
Sound governance
Read more on pages 66 to 77
In 2021 our customers are estimated
to have saved
£1.6bn (2020: £2.0bn)
Our customers
Savings through readily
accessible, personalised
information
Number of providers and merchants
4,500+ (2020: 1,000+)
Our providers
Cost-effective customer
acquisition via access
to millions of informed
customers
Employee diversity and inclusion score
71% (2020: 78%)
Our people
An inclusive place to work
where employees feel that
they belong
Donated to charitable causes in 2021
£233k (2020: £169k)
Our communities
Positive impact through
work experience, charitable
donations and volunteering
Cash return to shareholders in 2021
£62.8m (2020: £62.8m)
Our shareholders
A track record of progressive
dividends
Risk management framework
The Group operates in an increasingly complex business
environment and there are risks to the delivery of our strategic
goals and the sustainability of our business model. We have
identified the key risks through our risk management framework,
and we have considered them as part of our viability assessment.
The risk management framework also provides the tools to
manage and continually review our risks. It seeks to drive
accountability and the insight required for the Board to monitor
our risk management system. This also allows management and
the Board to adapt the strategy to ensure that we are not taking
unnecessary risks and that the underlying risks in the strategy
are being appropriately mitigated, therefore enabling delivery of
thestrategy.
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Our Strategy
Helping
households
save money
Helping households save money
Advanced data capabilities • Common technology • Scalable platforms
• Best-in-class digital efficiency
• Effective marketing
• Seamless, shorter journeys
• Engaged relationships – helpful
prompts and reminders
• Targeted, relevant cross-sell
• Further channels
• Wider audiences
• More products on more brands
Efficient
acquisition
Retain
and grow
Expand
our offer
Efficient acquisition
We aim to attract users to our sites
inthemost cost-effective way. This
meansoptimising our paid search (‘PPC’),
searchengine optimisation (‘SEO’), and
brandmarketing.
In 2021 we deployed more granular
datato enhance our PPC bidding,
improving margins as a result. We
migrated to the SA360 bidding platform
and are in the process of deploying
moresophisticated features.
SEO delivers substantial volumes of
freesearch traffic to our sites. Whilst we
continue to see volatility, we exited 2021
with MSM car and home insurance
ranking at their highest since mid-2019.
Further changes to the MSM platform
thisyear will drive greater efficiencies
incontent production.
Above-the-line marketing remains an
important driver of traffic to MSM. The
September refresh of the MSM brand
introduced the MoneySuperSeven
marketing campaign – a flexible creative
platform that emphasises our purpose
and breadth. We continue to see a strong
multi-year return on advertising spend,
supporting our planned increase for 2022.
Retain and grow
We want to retain users and help them
switch more of their household bills. In
addition, there are strong commercial
benefits to the Group from incremental
switches from existing users.
To drive higher retention, we focus on
timely reminders as well as swift renewal
processes. Within energy, we learnt from
MSE’s ‘Pick Me A Tariff Every Year’ service
to launch in December an MSM energy
‘super-switch’ service that stores relevant
customer details to make subsequent
switching even easier.
Cross-sell is a major opportunity. In
2021, only 19% of our MSM active
users enquired in more than one of our
seven core channels, with less than 3%
enquiring in more than two such channels;
on average, active users enquired in
1.2 channels. We aim to grow this by
presenting the user with attractive further
switching opportunities, facilitated by the
pre-population of relevant data. This has
been made possible by the improvements
to our data infrastructure.
In 2021 we made progress so that for
known users we pre-populate some details
across the major MSM channels. In 2022
we will significantly advance this to further
simplify customer journeys. We will also
provide more explicit switching prompts
to users to highlight the potential savings
in channels beyond the one they are
enquiring in.
To use customer data in renewal and
cross-sell journeys we need the customer
to identify themselves. Over the course
of the year, we improved sign-in rates
on MSM by one third and overhauled
our ‘forgotten password’ service to take
successful password resets from 40% to
90% of cases. In 2022 we will introduce
additional account functionality to improve
sign-in rates further.
For both renewal and cross-sell, we
must communicate reminders and
further switching opportunities to users
in a compelling way. We have recently
transitioned to Braze, exiting our former
CRM platform in February 2022. As well
as allowing more efficient, data-driven
marketing campaigns across the app,
web and email, Braze interfaces with our
new data infrastructure to deliver tailored
messages to our users based on the
progress of theirenquiry.
Expand our offer
We seek attractive opportunities to growthe
potential of the Group further. We made
three acquisitions during the year, compared
to two in the previous eight years.
In November we completed the acquisition
of Quidco, expanding the Group into
cashback: a growing, profitable and high
engagement market, with over 11 purchases
on average per transacting member per year.
We will leverage Group capabilities to expand
and evolve the Quidco proposition, and over
time will look to deploy Quidco capabilities
into further Group brands. We expect the
acquisition to be earnings accretive in 2022.
In September we combined
TravelSupermarket with Icelolly.com to
create a standalone holiday comparison
business, Ice Travel Group, with the Group
holding a majority share. The combination
will benefit customers of both brands, with
a richer and more diversified offer as the
travel and holiday markets recover. As well as
unlocking commercial benefits, the creation
of a standalone entity under a travel-focused
management team gives the Group greater
flexibility to maximise shareholder returns.
In January 2021 we completed the
acquisition of CYTI, giving us direct control of
our life, pet and travel insurance journeys.
This has enabled us to rapidly launch travel
insurance on icelolly.com.
2021 also saw continued, steady progress
on our mortgage proposition. We added a
third decision-in-principle integration for re-
mortgage, this time with Natwest, meaning
we now cover half of the largest lenders
by volume. In November we expanded the
Natwest relationship further, introducing
a first decision-in-principle integration for
home purchases. These products display
good unit economics but remain low in
terms of overall volume.
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Our Strategy continued
Progress against our strategic priorities
Strategic
Initiatives
What we have done
in 2021
Our
Future
Principal Risks and
Uncertainties Brand
Efficient
acquisition
• New brand campaign
launched for
MoneySuperMarket,
introducing the
MoneySuperSeven. This
givesus a flexible creative
platform to showcase the
breadth of our consumer offer
• Significant enhancement of
our pay-per-click bidding
capabilities with greater use
ofdata and transition to
SA360 bidding platform
• Expand and reinforce the new
brand campaign with £5m
additional investment
• Complete optimisation of pay-
per-click bidding
• Ongoing focus on SEO to drive
high-margin traffic
• Competitive
environment and
consumer demands
• Brand strength and
reputation
• Economic conditions
• Regulation
• Relevance to partners
Retain and grow • Iteration and scaling of MSE
Pick Me A Tariff; launch of
MoneySuperMarket energy
super-switch
• Improved pre-population of
certain question sets
• New authentication platform
driving sign-in rates up by
one third
• Consolidation of question sets
to shorten journeys and allow
wide pre-population
• Further simplification of login
and account creation process,
removing user friction
• Brand strength
andreputation
• Data processing
andprotection
• Data security
andcyber risk
• Business
transformation
• Relevance to partners
• Economic conditions
• Regulation
Expand
ouroffer
• Acquisition of Quidco,
expanding into the
new segment of
cashbackservices
• CYTI acquisition, bringing
life, pet and travel Insurance
inhouse
• Creation of Ice Travel
Group to expand strategic
options in travel, and leaving
us well placed for when
travelrebounds
• Optimisation, integration
andextension of Quidco
• Further expansion
inmortgages
• Optimisation of
IceTravelGroup
• MSE and B2B insurance
propositions
• Competitive
environment and
consumer demands
• Business
transformation
• Relevance to partners
• Regulation
Supporting
infrastructure
• Core technology platform
now fully operating in the
cloud with final legacy data
centre now closed
• CRM migrated to Braze,
unlocking advanced,
automated multi-channel
communication
• Common technology being
implemented in Home
Services across MSM,
MSEand Decision Tech
• Transition to Google
Cloud Platform well
underway, consolidating
data and enabling greater
analyticalprocessing
• Complete transition to
GoogleCloud Platform
• Continue optimisation of
technology, with the principle
of “build and re-use”
• Optimisation and full
deployment of Braze
• Business
transformation
• Data processing
andprotection
• Data security
andcyber risk
• Regulation
Advanced data capabilities, common technology,
scalable platforms
The three strategic objectives are enabled by a common, scalable
platform that supports our Group brands and, increasingly, third-
party ones. We are focused on consolidating and simplifying our
infrastructure, while building in a way that maximises efficient
re-use across the Group and beyond.
Data is key to delivering our strategy. In 2021 we modernised
our data infrastructure and related capabilities, allowing us to
consolidate our data estate, to shorten and simplify internal
processes, and to better share data and insight within the
organisation.
We now capture more customer journey data, and will use
this datato streamline their subsequent enquiries as well as
intelligently selecting and promoting their “next best action”.
In2021, we commenced our transition to Google Cloud Platform
as our primary data lake and implemented Braze to drive more
efficient, coordinated and focused marketing campaigns.
In 2021 we also completed the acquisition of CYTI, our partner for
our life, pet and travel insurance journeys. The acquisition gives us
direct control of those journeys and the associated consumer data.
Relative to peers we operate more of our channels directly and see
this as an ongoing competitive advantage.
Structure and ways of working
In 2021 we made changes to increase alignment, consolidate
decision-making and accelerate delivery. We combined our Product
and Technology functions under joint leadership, aligning priorities
and resourcing across these two crucial areas. We also focused on
enhancing capabilities within Product teams, while removing layers
and building greater specialist knowledge within the business
morewidely.
Culture
Our strategy is underpinned by our strong company culture. We
strive to embed and maintain a culture of diversity and inclusion,
promoting an environment where all of our employees can grow
and develop. In line with the changes we are making to our ways
of working, we are also seeking to build a more entrepreneurial,
fast-paced and agile organisation to deliver greater innovation for
our users.
We remain deeply committed to investing in our employees’
health and wellbeing, with several relevant initiatives in 2021.
Forinformation on these and on People & Culture more widely,
please see pages 46 to 50.
Read Strategy in Action on pages 20 to 21 Read Strategy in Action on pages 22 to 23 Read Strategy in Action on pages 24 to 25
Helping
households
save money
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Cutting your costs,
fighting your corner
Our focus
on customers
Cutting your costs
MoneySavingExpert has continued to develop
its position as one of the UK’s biggest finance
websites, editorially independent and
committed to helping its users cut their costs
and fighting their corner. There were more
than 200 million sessions on the site in 2021,
with a further 69 million on the MSE Forum,
our online community of moneysavers.
Around 8 million people receive our
famousweekly email.
Much of our effort remains focused on
helping people manage the impact of
COVID-19 and the cost of living crisis on
their finances: our constantly updated guide
on cheap travel tests has been particularly
popular with users, as has our detailed
analysis of the impact of dramatic rises in
energy costs. Our journalism continues to
make an impact: the Government stopped
sending out letters wrongly advising people to
switch energy tariff after we revealed that the
Department for Work and Pensions (DWP)
had sent the misleading advice to 10 million
people. Multiple other news organisations
picked up our story that Ryanair was blocking
bookings from passengers who had received
legitimate “chargeback” refunds for flights
disrupted by COVID.
Our record as the UK’s most influential
personal finance website won us Consumer
Money Title of the Year at the Headline
Money awards. And once again, YouGov
ratedMSE the most recommended brand in
the UK, ahead of over 1,700 brands in more
than 40 categories.
Fighting your corner
One thing that underpins that recognition
is our campaigning on behalf of consumers,
and 2021 saw us achieve significant results.
The MSE Campaigns team started the year
welcoming the recommendations in the
Woolard Review which called for regulation of
the Buy Now, Pay Later (BNPL) sector, which
the Government has accepted. Alongside
others, MSE campaigned for this intervention
and has since been working to influence
the emerging shape of BNPL regulation. In
other wins, the Government believes there
is a good case for implementing MSE’s
recommendation to halve the waiting time
before consumers can take complaints
to ombudsmen – we are hoping to see
legislation on this introduced soon. And in
response to MSE’s campaigning, it agreed
to tell students in England about the hidden
“parental contribution” that is expected
towards living costs while at university. We
are also proud that in April, “Academi Arian
MSE”, the Welsh language version of the free
Open University (OU) course MSE Academy
of Money was launched. The course gives
people the skills and knowledge to master
their finances, and was written by the OU,
with MSE providing support and guidance.
Even easier to use
We continue to invest considerable resources
in our platforms and content to respond to
the changing needs of our users. On our
main website, we finished rolling out our new
visual design and focused on making our
content as accessible as possible to all users.
And we re-platformed our Forum website,
with new designs and functionality.
We have well-advanced plans for 2022,
including the launch of an MSE “multi-
comparison” car insurance proposition.
Further innovation will enhance how we
engage with our users, as well as making key
moneysaving tools such as Cheap Energy
Club and our Cards and Loans Eligibility
Checker even more powerful for our users.
Focusing on customers’ needs
Our purpose of helping households save
money has never been more relevant than
in 2021, when we continued to innovate for
our customers and users with helpful services
andadvice.
MoneySavingExpert
MoneySavingExpert built on its role as the
most authoritative voice on COVID-19 related
financial issues, as well as further developing
key moneysaving tools such as the Pick Me a
Tariff proposition on Cheap Energy Club, and
our Cheap Mobile Finder. MSE won Consumer
Money Title of the Year at the Headline Money
Awards. In addition, we have enhanced our
MSE website navigation making it simpler for
users to access helpful information. During
the year MSE launched several new green
guides, providing users with ecologically
friendly moneysaving tips.
Brand relaunch
Our MoneySuperSeven brand launch
featuring a squad of seven saving specialists
helps customers to understand the different
ways they can save: car insurance, home
insurance, energy, broadband, credit cards,
travel insurance and pet insurance.
Travel
COVID-19 has continued to provide
challenges to customers wanting to travel in
2021. To help our customers understand the
COVID-19 travel restrictions, we continually
revised our messaging on TravelSupermarket,
as government advice changed.
For travel insurance, we ensured
MoneySuperMarket, TravelSupermarket
andicelolly.com customers were informed
about COVID-19 related cover and exclusions.
We also enhanced functionality for
customers to compare COVID-19 cover on
MoneySuperMarket, adding comprehensive
provider level cover information.
We provided advice to MoneySavingExpert
users on how to find the cheapest COVID-19
tests for overseas travel and on travel rights
for cancelled holidays.
Money
The pandemic has meant that many
customers had less clarity on what they
would be eligible for. Through our eligibility
journeys for credit cards and loans, we
provided greater transparency of the
products available to customers, based on
their personal circumstances. We have also
improved our online journeys, reducing
friction for our customers through question
set improvements and other optimisations.
Mortgages
We have significantly enhanced our
customer experience with a new logged-
in experience that allows customers to
retrieve their last results and pick up where
they left off, and added a more intelligent
affordabilitycalculator.
Energy
When the energy crisis broke in 2021,
numerous energy firms collapsed leaving
customers concerned about what to do
next. We took the decision to keep our
contact centre open and experienced a
spike in customer contact. We were able
to advise customers on whether the best
course of action was to stay on their current
tariff or switch, as well as providing general
information about why the prices were
so high, and about which suppliers had
ceasedtrading.
“So helpful,
straight talking
and honest. Really
appreciate this
guidance in such
difficult times”
MSM customer, 2021
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Launching the MoneySuperSeven brand campaign
Strategy in Action
Efficient
Acquisition
At MoneySuperMarket, there are always more ways to save and
so in 2021 we’ve been on a mission to help save Britain... money.
This year we relaunched the MoneySuperMarket brand with the
“MoneySuperSeven”, our new brand campaign that aims to help
people make savings on multiple household bills.
The “MoneySuperSeven” campaign features a squad of
smart, eclectic, cool, savvy women, who work out of secret
headquarters at MoneySuperMarket – each has been
handpicked for having expertise in one of our seven saving
areas, and together they form the MoneySuperSeven. Our
squad all share a bigger goal – to help people save money.
With this scale of brand and creative evolution, it was a priority
for us to ensure we tested the ideas with our customers and
employees. Throughout the development process, we shared
concepts, scripts, casting and naming with our customers
and employees, to ensure relatability, likeability, impact and
brand recognition. We also had representatives from different
functions within the business and our Employee Resource
Groups inputting into the creative idea and sharing their
feedback. See page 50 for more information.
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Retain
and Grow
In the past two years we have developed leading energy
switching solutions that not only help users find the right deal
for them, but also set the user up for a fast and simple re-switch
the following year.
Launched in 2020, the MoneySavingExpert “Pick Me A Tariff”
product takes account of user preferences to identify their best
switching options.
By asking users to weight factors including price, service and
green provider credentials we were able to deliver personalised
results to suit the user’s needs. In addition, the Pick Me A Tariff
Every Year service allows users to sign up for a recommended
switch the following year, with a very simple journey to complete
that subsequent switch. This benefits the user, as they always
remain on the best tariff for them, but also our business as we
drive greater re-switching activity.
In 2021 we iterated and improved the service, seeing significantly
higher conversion than on our standard energy journey. Prior to
the closure of the energy switching market, we drove good levels
of sign-ups, confirming the attractiveness of the proposition to
the MSE audience.
Taking learnings from Pick Me A Tariff, in 2021 we developed
and launched on MoneySuperMarket the energy “super-switch”.
Users can opt to save their details, including direct debit details,
enabling a fast and simple switching process the following year.
The success of the Pick Me A Tariff mechanic also led to us
developing a value-led energy switching journey for MSM.
Astheenergy market recovers we will test and iterate this
exciting proposition further.
Engaged
relationships
Driving simpler repeat switching
Scaling our “Pick Me A Tariff Every Year” service
The energy super-switch
Creating value for our stakeholders
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Strategy in Action
Expand
our Offer
Broadening our offer
In 2021, we acquired Quidco, the
second largest cashback business in
the UK. It provides marketing services
for nearly 5,000 merchants, allowing
its users to gain cashback on retail,
travel and switching services. The
acquisition expands the Group in line
with our purpose of helping households
save money. The cashback market is
growing and profitable, with significant
headroom for further growth. Quidco
adds a broad and leading cashback
offer to the Group, providing an
additional way for our users to save
oneven more products and services.
In January 2021, the Group acquired
the remaining share capital of CYTI.
Theacquisition cemented our links
withan important partner in our
travel, life and pet insurance channels,
providing the Group with greater
control over these key channels.
In 2021 we combined our
TravelSupermarket business (TSM)
with Icelolly Marketing Limited
(icelolly.com), enabling stronger and
broader travel comparison services
across both brands. Icelolly.com
is an online travel intermediary
specialising in holiday comparison
and deals, and will complement
TSM’s comparison services for
holidays, flights, hotels, car hire and
travel ancillaries. Both brands have
been retained, with each benefiting
from revenue diversification, shared
commercial expertise and greater
audience reach.
2021 saw continued steady progress
on our mortgage innovation. We
added a third decision-in-principle
integration for re-mortgage, this
time with Natwest, meaning we now
cover half of the largest lenders by
volume. In November weexpanded
the Natwest relationship further,
introducing a first decision-
in-principle integration for
homepurchases.
icelolly.com
Mortgages
Quidco
CYTI
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Quidco has been helping
people earn cashback for
over 15 years. On average,
transacting Quidco users
purchase through the site
more than 11 times per year
icelolly.com works hard to
make sure they provide all of
its customers with the best
experience. It has a database
of around 1m email
subscribers and a social
following of over 550,000.
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Financial Review
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“We delivered good
cashflow and margin
progression amid
challenging markets”
Scilla Grimble
Chief Financial Officer
Group revenue decreased 8% to £316.7m (2020: £344.9m), with
profit after tax declining 25% to £52.1m (2020: £69.3m). When
reviewing performance, the Board reviews several adjusted
measures, including adjusted EBITDA which decreased 7% to
£100.5m (2020: £107.8m) and adjusted EPS which decreased
9%to11.9p (2020: 13.1p), as shown in the table below.
Extract from the Consolidated Statement
ofComprehensive Income
for the year ended 31 December
2021
£m
2020
£m
Growth
%
Revenue 316.7 344.9 (8)
Cost of sales (93.8) (115.4) (19)
Gross profit 222.9 229.5 (3)
Operating costs (149.5) (142.5) 5
Operating profit 73.4 87.0 (16)
Amortisation and depreciation 23.5 20.8 13
EBITDA 96.9 107.8 (10)
Profit after tax 52.1 69.3 (25)
Reconciliation to adjusted EBITDA:
EBITDA 96.9 107.8 (10)
Deal fees and associated costs 3.6 – n.m.
Adjusted EBITDA 100.5 107.8 (7)
Adjusted earnings per share
(1)
:
– basic (p) 11.9 13.1 (9)
– diluted (p) 11.9 13.1 (9)
(1)
A reconciliation to adjusted EPS is included within note 10.
Revenue
for the year ended 31 December
2021
£m
2020
£m
Growth
%
Insurance 158.7 172.9 (8)
Money 75.2 62.8 20
Home Services 68.1 103.2 (34)
Travel 4.1 6.0 (32)
Cashback 10.6 – n.m.
Total 316.7 344.9 (8)
Travel includes revenue from Icelolly.com from 1 September 2021. Cashback reflects
Quidco revenue post-acquisition, i.e., from 1 November 2021. Decision Tech is now
reported within Home Services (with prior year comparatives similarly restated).
Revenue fell 8% in 2021 or 11% excluding Cashback. In the first quarter
all verticals declined year-on-year as they lapped a largely pre-pandemic
period of 2020. From the second quarter, performance varied significantly
by vertical with Money’s recovery being offset by weaker Insurance trading
and the closure of the energy switching market during the second half.
Insurance
Insurance revenue decreased 8% with year-on-year declines in the
main channels. Declining premiums and intensifying competitor
activity reduced visitor numbers in car and home insurance, though
car insurance benefitted from strong conversion. Optimisation of our
acquisition strategies also contributed to lower revenue in car, home
and life insurance, though all three channels delivered higher gross
margin rates than in 2021.
Following limited demand in the first half due to COVID-19 travel
restrictions, demand for travel insurance began to recover in the
second half but weakened in December as the Omicron COVID-19
variant emerged.
Money
Money recovered strongly in the year with revenue increasing 20%.
In the second half, revenue was close to 2019 levels. Search traffic
was below pre-pandemic levels, though conversion in our borrowing
channels improved throughout the period to exceed 2019 levels.
Banking performance for the year was still below pre-pandemic levels,
reflecting fewer attractive promotional deals. The flow of deals and
therefore performance improved in the second half.
Home Services
Home Services revenue fell 34%, reflecting significant disruption in
the energy wholesale markets. Wholesale prices rose through much
of the year. Until September this meant lower customer savings
year on year, and therefore lower switching levels. The particularly
steep increases in wholesale prices from September led to providers
removing tariffs from the market and consequently negligible energy
switching. From October there were no switchable tariffs on our sites
and therefore no revenue from energy.
Home comms revenue was broadly flat for the year. Broadband
declined following a strong year for switching in 2020, but this was
largely offset by good growth inmobile.
Travel
Trading in Travel was negligible in the first half of the year due to
the pandemic restrictions but showed signs of recovery from the
summer. TravelSupermarket, which provides users with holiday,
car rental and travel insurance search, peaked at c.45% of 2019
revenue in October and November, prior to the emergence of the
Omicron variant of COVID-19 which heavily affected travel demand in
December. Icelolly.com saw a slower recovery given its currently more
narrow focus on holiday search.
Cashback
The first two months of Quidco within the Group coincided with the
peak online retail trading period of Black Friday. Profit grew strongly
year on year, driven by an increase in activity-based marketing fees.
Gross profit
Gross margin increased nearly 4%pt from 66.5% to 70.4% in 2021.
Excluding the impact of Quidco, which has structurally lower margins,
Group gross margin would have been about 1% point higher.
Around 1.5%pt of the improvement was driven by more efficient
customer acquisition in Insurance and conversion gains in car
insurance.
A further c.1.5%pt was due to improved conversion in Money,
particularly in borrowing channels.
The remainder was driven by a change in mix. The loss from July 2021
of a large but low margin B2B contract and the weakness in energy
both benefited Group margin in the second half. This was partially
offset by the impact of Quidco.
We continued to see a shift of traffic to mobile devices, with 61.0%
(2020: 57.4%) of MSM visits coming from a mobile device, while tablet
share again declined. Overall, there was little impact on margin from
changes in devicemix.
In 2022 we expect the net impact of the Quidco acquisition and
loss of the B2B contract to drive a c.5%pt Group margin reduction.
Beyond these changes, 2022 margin will depend on typical trading
dynamics, including the timing and extent of the travel and energy
recoveries.
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Operating costs
for the year ended 31 December
2021
£m
2020
£m
Growth
%
Distribution expenses 29.5 34.3 (14)
Administrative expenses 120.0 108.2 11
Operating costs 149.5 142.5 5
Within administration expenses
Amortisation of technology
related intangible assets 14.6 13.9 5
Amortisation of acquisition
related intangible assets 4.4 2.4 82
Depreciation 4.5 4.5 1
Distribution expenses reduced year on year, as planned. In
September we launched the MoneySuperSeven advertising
campaignand in 2022 will invest further behind this campaign.
Thisinvestment means distribution expenses are likely to increase
toaround 2020 levels in 2022.
The improvements to our data estate and the transition to a new
CRM platform have allowed us to become a more efficient business.
We also have simplified and delayered parts of the organisation to
drive accountability and pace. The result is a significant reduction in
headcount within the pre-existing (i.e. pre-acquisitions) Group.
For the full year, administrative expenses nonetheless increased
by £12m, driven primarily by the consolidation of CYTI, Icelolly.com
and Quidco, the return of staff incentive costs, and acquisition-
relatedcharges.
The full-year consolidation of Quidco and Icelolly.com are expected
to add a further c.£10m to the operating cost base (excluding
depreciation and amortisation) in 2022.
Adjusting items*
for the year ended 31 December
2021
£m
2020
£m
Growth
%
Deal fees and associated costs 3.6 – n.m.
Amortisation of acquisition
related intangible assets 4.4 2.4 82
Adjusting items included in
administrative expenses 8.0 2.4 233
Change in fair value of
financialinstrument 0.7 (3.5) n.m.
Total 8.7 (1.1) n.m.
* Amortisation of acquisition related intangible assets and the change in fair value
of financial instrument are not included in EBITDA and therefore are only adjusting
items in the adjusted EPS calculation. Deal fees and associated costs are adjusting
items in both the adjusted EBITDA and adjusted EPS calculations.
The Group incurred £3.6m of deal fees and associated costs relating
to the Quidco acquisition and combination of TravelSupermarket
and Icelolly.com. These costs have been treated as an adjusting item
as M&A activity is not part of the underlying course of business of
theGroup.
The acquisitions of MSE in 2012 and Decision Tech in 2018 gave
rise to intangible assets (excluding goodwill) of £12.9m and £8.7m
respectively. In 2021, the acquisitions of CYTI and Quidco and the
combination of TravelSupermarket and Icelolly.com gave rise to
intangible assets (excluding goodwill) of £3.4m, £44.3m and £3.2m,
respectively. These are being amortised over a period of 3-10
years and as a result, the charge for amortisation of acquisition
related intangibles increased to £4.4m (2020: £2.4m). We expect
the amortisation charge for 2022 for acquisition related intangible
assetsto be around £10m.
The change in fair value of a financial instrument relates to the
acquisition of the remaining 72% shareholding of CYTI during the
year. As at 31 December 2020 the Group held a 28% investment in
CYTI with a call option valued at £3.5m to acquire the remaining share
capital. As part of the acquisition during 2021 the initial investment
was adjusted to its fair value resulting in a charge to the income
statement of £0.7m.
Key performance indicators
The Board reviews key performance indicators (KPIs) to assess
the performance of the business against the Group’s strategy.
We measure five key strategic KPIs: estimated customer savings,
net promoter score, active users, revenue per active user and
marketingmargin.
31 December
2021
31 December
2020
Estimated customer savings £1.6bn £2.0bn
Net promoter score 72 72
Active users 10.0m 11.5m
Revenue per active user £16.90 £16.19
Marketing margin 61% 57%
Estimated customer
savings:
This is calculated by multiplying sales volume against
the average saving per product for core channels, the
balance of the calculation is a company estimation.
From November 2021 we have added the cashback
earned by Quidco members
Net promoter score: The 12 monthly rolling average NPS (1 Jan 2021 –
31Dec 2021 inclusive) measured by YouGov Brand
Index service Recommend Score weighted by revenue
for MoneySuperMarket and MoneySavingExpert to
create a combined NPS.
Active users: The number of unique accounts running enquiries
in our core seven channels for MoneySuperMarket
(car insurance, home insurance, life insurance, travel
insurance, credit cards, loans and energy) in the last
12-month period.
Revenue per active
user:
The revenue for the core seven MoneySuperMarket
channels divided by the number of active users for the
last 12 months.
Marketing margin: The inverse relationship between Group revenue and
total marketing spend represented as a percentage.
Total marketing spend includes the direct cost of sales
plus distribution expenses.
We estimate that the Group saved customers £1.6bn in 2021. The
reduction from 2020 reflects a weaker year in aggregate for travel
insurance, lower savings and volumes in car insurance, and lower
energy savings levels through the year that then dropped to zero
from September.
NPS remained healthy at 72. This strong score demonstrates that
trust and satisfaction in both brands remains high, with MSE scoring
exceptionally and MSM scoring ahead of the peer group average.
Active user numbers fell by 1.5m to 10.0m, driven by lower travel
insurance enquiries (normally a high-volume channel) and a reduction
in car enquiry volumes. This was partially offset by good energy
enquiry volumes, which remained strong throughout Q4 despite
thelack of switchable tariffs.
Revenue per active user increased £0.71 to £16.90 reflecting strong
conversion in Money and car insurance as well as a mix away from
travel insurance. This was partially offset by a decline in energy
conversion (which saw high traffic but no switching in Q4).
The marketing margin growth reflects the strong gross margin
improvements made during 2021 as well as the reduction in brand
marketing spend, both of which are described above.
Alternative performance measures
We use a number of alternative (non-Generally Accepted Accounting
Practice (“non-GAAP”)) financial measures which are not defined
within IFRS. The Board reviews adjusted EBITDA and adjusted EPS
alongside GAAP measures when reviewing the performance of the
Group. Executive management bonus targets include an adjusted
EBITDA measure and the long-term incentive plans include an
adjusted basic EPS measure.
The adjustments are separately disclosed and are usually items that
are non-underlying to trading activities and that are significant in size.
Alternative performance measures used within these statements are
accompanied with a reference to the relevant GAAP measure and the
adjustments made. These measures should be considered alongside
the IFRS measures.
Dividends
The Board has recommended a final dividend of 8.61p pence per
share (2020: 8.61p), making the proposed full year dividend 11.71p
pence per share (2020: 11.71p). This reflects the ongoing good cash
conversion of the business, strong balance sheet and the Board’s
confidence in the future prospects of the Group.
The final dividend will be paid on 12 May 2022 to shareholders on the
register on 1 April 2022, subject to approval by shareholders at the
Annual General Meeting to be held on 5 May 2022.
Tax
The effective tax rate of 25.8% (2020: 21.1%) is above the UK
standard rate of 19.0% (2020: 19.0%). This is primarily due to a
charge arising from the revaluation of deferred tax liabilities following
the substantive enactment on 24 May 2021 of the increase in the
standard rate of corporation tax to 25%, coming into effect on
1April2023.
Earnings per share
Basic reported earnings per share was 9.8p (2020: 12.9p). This
represents a larger percentage decrease year on year than at
adjusted EBITDA level primarily due to a significant increase in
adjusting items and the higher effective tax rate this year, both
asnoted above.
Adjusted earnings per ordinary share is based on profit before tax
before the adjusting items detailed above. A tax rate of 19.0% (2020:
19.0%) is applied to calculate adjusted profit after tax. Adjusted basic
earnings per ordinary share decreased 9% to 11.9p per share, in line
with the percentage reduction in adjusted EBITDA.
Cash flow and balance sheet
The Group generated operating cash flows of £65.7m (2020: £83.9m)
and finished the year with a net debt position of £59.6m (2020
restated: £22.8m net cash). Net debt includes borrowings of £57.5m
(2020: £nil) and £14.6m (2020: £0.8m) of deferred consideration
following the acquisition of Quidco.
The working capital outflow of £17.0m was largely driven by lower
payables. This was primarily due to the payment of c.£8m of VAT
deferred in 2020 under the Government’s automatic COVID-19
deferral scheme as well as c.£5m in one-off outflows related to the
Quidco acquisition.
Cash outflows on investing activities were driven by the acquisition
of Quidco, with cash consideration paid in the period of £90.1m, less
£32.5m of cash held by Quidco leading to a net outflow of £57.6m
(see Quidco section and note 29 for further details). We also paid
£0.8m for the acquisition of CYTI (net of £0.2m cash acquired), the
final £0.8m of deferred consideration for the acquisition of Decision
Tech and received £2.1m on the disposal of our stake in Truelayer.
In October 2021, to part-fund the acquisition of Quidco, the Group
entered into a new £50m amortising term loan that matures in
October 2024. We also extended our £90m revolving credit facility
(‘RCF’) to October 2024. The RCF has an accordion option to apply for
up to £100m of additional funds during the term of the RCF. As at 31
December, there was £50m outstanding on the term loan and the
Group had drawn £7.5m on the RCF.
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Capital expenditure
Capital expenditure was £9.8m (2020: £11.0m) of which technology
spend was £9.2m (2020: £9.2m). In 2022, we expect technology capex
to be in the region of £10m.
The amortisation charge for technology assets in 2021 (£16.6m)
included accelerated amortisation of several data infrastructure
assets. This is due to a transition to Google Cloud Platform in 2021
as part of our data transformation. In 2022 we expect the technology
amortisation charge to be in the region of £12m, excluding acquired
intangibles.
CYTI
In January 2021, the Group increased its shareholding in CYTI from
28% to 100% for cash consideration of £1.0m, £0.7m of which
was paid on acquisition and £0.3m later in the year. Contingent
consideration of £0.1m remains on balance sheet (see note 12 to
thefinancial statements for more detail).
Ice Travel Group
In September 2021, we transferred ownership of Travelsupermarket
Limited to Ice Travel Group Limited (‘ITG’) in exchange for a 67%
controlling stake in ITG. As part of this deal ITG also acquired Icelolly
Marketing Limited as a wholly owned subsidiary. All three companies
are now wholly consolidated into our results.
Quidco
On 1 November 2021 the Group acquired Quidco, for £101m
on a debt-free, cash-free basis. Following the finalisation of
completion accounts and adjusting for cash and debt-like items,
total consideration payable was £104.6m. £14.5m of this is deferred
consideration.
The upfront cash consideration was funded from the Group’s existing
RCF, cash resources and a new £50m amortising term loan that
matures in October 2024.
Going concern
The Directors have prepared the consolidated financial statements on
a going concern basis for the following reasons. As at 31December
2021, the Group’s external debt comprised an amortising loan
repayable over three years (with a balance outstanding of £50m) and
a revolving credit facility (‘RCF’), (of which £7.5m of the £90m available
was drawn down). No further amounts have been drawn down since
the year end. The operations of the business have been impacted
by COVID-19 and the current conditions affecting the energy
market. However, the Group remains profitable, cash generative
andcompliant with the covenants of the bank loan and RCF.
The Directors have prepared cash flow forecasts for the Group,
including its cash position, for a period of at least 12 months from
the date of approval of the consolidated financial statements.
The Directors have also considered the effect of COVID-19 and
the current energy market conditions upon the Group’s business,
financial position, and liquidity in severe, but plausible, downside
scenarios. The scenarios modelled take into account the potential
impacts of COVID-19 and the current energy market conditions and
include a base scenario derived from the Group’s latest forecasts. The
severe, but plausible, downside scenarios modelled, under a detailed
exercise at a channel level, included minimal recovery over the period
of the cash flow forecasts and in the most severe scenarios reflected
some of the possible cost mitigations that could be taken. The impact
these scenarios have on the financial resources, including the extent
of utilisation of the available debt arrangements and impact on
covenant calculations has been modelled. The possible mitigating
circumstances and actions in the event of such scenarios occurring
that were considered by the Directors included cost mitigations
such as a reduction in the ordinary dividend payment, a reduction
in operating expenses or the slowdown of capital expenditure.
Areverse stress test has also been performed.
The scenarios modelled and the reverse stress test showed that
the Group will be able to operate at adequate levels of liquidity
for at least the next 12 months from the date of signing the
consolidated financial statements. The Directors, therefore, consider
that the Group has adequate resources to continue in operational
existence for at least 12 months from the date of approval of the
consolidated financial statements and have prepared them on a
going concernbasis.
Scilla Grimble
Chief Financial Officer
16 February 2022
As required by Provision 31 of the 2018 UK Corporate Governance
Code, the Directors have assessed the prospects of the Group over a
three-year period to December 2024. In making this assessment the
Directors took account of the Business Model and Principal Risks set
out on pages 12 to 13 and pages 38 to 39 of the Strategic Report.
Business Model
The Group has a simple business model – matching customers to the
right providers. It uses online services to help customers to compare
a wide range of products in one place and make an informed choice
when taking out the product most suited to their needs. With the
addition of Quidco this year, our model has expanded to providing
users with cashback offerings on their online purchases and
merchants with valuable marketing leads.
For our providers, it offers an efficient and cost-effective way to reach
a large volume of informed customers who are actively looking for a
product. For the majority of our services, we receive a success based
marketing fee from the providers. This business model operates
along the following principles:
• the Group relies on customer transactions for its revenues and
does not have long-term contracted revenue streams;
• the Group makes money when its customers find the product
they want, switch to it, and save themselves money;
• customers will continue to see value in shopping around for
products and services and will aim to save money by doing so;
and
• providers will have strategies of new customer acquisition and
develop products and services to fulfil that strategy.
The Group’s strategy focuses on three pillars: improving acquisition
efficiency, driving greater retention and cross-sell from existing users,
and finally expanding the business into profitable and adjacent areas.
All of this is underpinned by an increasingly common, flexible and re-
deployable tech and data platform.
The Strategic Report sets out the Group’s performance on the main
KPIs which the Board monitored for the year ended 31 December
2021. The Board monitors and reviews progress against three time
horizons: quarterly to review and reforecast performance against the
Annual Plan and Budget; annually to establish a clear Annual Plan
and Budget that will deliver against the Strategic Plan; and a three-
year Strategic Plan reassessed annually, to determine the strategy of
theGroup.
The Board notes the commentaries issued by the Financial Reporting
Council suggesting that viability statements should be extended
beyond a period of three years however, due to the nature of our
economic, technological and regulatory environment, the Board does
not consider it appropriate to alter its current timeframe due to the
following reasons:
• The expected life cycle of the Group’s technology is three years
and this reflects the frequent changes in the way that consumers
choose to use technology;
• It is difficult to forecast revenues and costs beyond three years
given that the Group’s revenues and costs are not materially
covered by long-term contracts; and
• Within three years costs could be substantially restructured to
compensate for a major fall in revenues. As such, the Board
continues to conclude it appropriate to keep the time frame as
three years rather than extending beyond this
Risk management
As part of the review of the strategic priorities, the Board identified
the Group’s Principal Risks around delivering these priorities which
represent a risk or combination of risks in severe but reasonable
scenarios that can seriously affect the future prospects or reputation
of the Group through threatening its business model, future
performance, solvency or liquidity. These include competitive
environment and consumer demands, brand strength and
reputation, data processing and protection, data security and cyber,
business transformation and relevance to partners. In addition,
the Directors believe that the Group faces risks around regulation,
government policy and economic conditions (including the continued
impact of the COVID-19 and the current energy market conditions)
especially as that may influence the availability of attractive products
for customers. Our Principal Risks and Uncertainties (including
mitigating activities) are on pages 38 to 39.
We have prepared cash flow forecasts for the Group and have
considered the continued effect of COVID-19 upon the Group’s
business, financial position, and liquidity in severe, but plausible,
downside scenarios, using stress testing and scenario analysis
techniques. The scenarios use a base scenario derived from the
Group’s latest forecasts and factor in the borrowings from the
recent Quidco acquisition including debt repayments and covenant
compliance as well as member creditor commitments. The plausible,
severe scenarios modelled, under a detailed exercise at a channel
level, included minimal revenue recovery for the period of the cash
flow forecasts.
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The assessment consisted of scenario (stress) testing including one
combined scenario for those with impacts of medium or higher
likelihood and moderate or higher residual risk. These stress tests
involved estimating the impact on revenues, EBITDA and net cash/
debt, together with reverse stress testing to identify the theoretical
sensitivity that the Group could absorb. The possible mitigating
circumstances and actions in the event of such scenarios occurring
that were considered by the Directors included cost mitigations
such as a reduction in the ordinary dividend payment, a reduction
in operating expenses or the slowdown of capital expenditure.
The Board manages risks across the Group through a formal
risk management framework, designed to ensure that risks are
properly identified, prioritised, evaluated and mitigated to the
extent possible. Key aspects of this framework include:
• a Risk Appetite Statement expressing the amount and type
of risk the Board is willing to accept to achieve its strategic
objectives;
• regular assessments of current and emerging risks being
faced by the Group including internal control effectiveness and
mitigating actions;
• risk metrics and thresholds which are monitored as potential
indicators of risk;
• scenario planning based on the Principal Risks; and
• oversight from Risk and Compliance and Internal
Auditfunctions.
Viability Assessment
In making its assessment of viability, the Board has considered
the resilience of the Group using scenario-planning based on the
Principal Risks to test the Group’s planned earnings, cash flows
and viability over the three-year period. Using its judgement on the
likelihood of the Principal Risks and the probability of them being
interrelated, the Board assessed the risks separately and in certain
combinations of stressed scenarios. In arriving at its conclusion, the
Board is making the assumption that the key aspects of customer
and provider behaviour set out above which underpin the business
model will continue. It is also assuming that customers and
providers will continue to want to transact online.
Based on the Company’s current position and Principal Risks,
together with the results of this robust assessment and the
Company’s ongoing risk management processes, the Directors
have a reasonable expectation that the Company will be able to
continue in operation and meet its liabilities as they fall due over
the three-year period of their assessment
Risk management
governance and oversight
• Framework, policy and procedures
• Roles and responsibilities
• Appetite and tolerance
• Risk registers and risk assessment
Risk management culture
• Values, behaviours and communication
• Training, education and awareness
• Embedding in decision-making
• Continuous improvement
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Risk Management
Role Responsibilities
Board
• Approval of Risk Appetite Framework and Statement for the Group.
• Carry out an assessment (at least annually) of Principal Risks and effectiveness of risk management and
internal control policies, and report to shareholders on such matters.
• Assessment of the effectiveness of Risk Appetite Framework and system of internal control.
Risk Committee
• Advise the Board on Risk Appetite Framework and Statement for the Group.
• Review and oversight of key risk themes.
• Assessment of identification and measurement of risks.
• Oversight of executive management in management of risks.
Management
(1st Line of Defence)
• Ensure risk management is an integral part of implementing the business strategy.
• Operate the business within set risk appetite and tolerances.
• Responsibility for managing risks and implementing effective controls.
• Implement appropriate processes to identify and evaluate risks.
Risk & Compliance
(2nd Line of Defence)
• Monitor against Risk Appetite Framework and Statement and assess internal control effectiveness and
management actions.
• Develop and implement risk management policies and tools, and lead communication and training.
• Monitor and update the key risk themes.
• Co-ordinate appropriate and timely delivery of risk management information to executive management and
the Risk Committee.
• Advise and challenge management on risk management and internal control processes.
Internal Audit
(3rd Line of Defence)
• Monitor effectiveness of risk management processes.
• Perform tests of internal controls effectiveness.
• Identify and agree corrective actions with management.
• Liaise with Risk & Compliance function, including in relation to mapping of assurance activities to the Group’s
significant risks.
• Report to the Audit Committee.
Risk
management
approach
Risk
Management
Process
Effective risk management is vital in enabling the Group to achieve
its strategic objectives and to secure the business for the long
term, whilst ensuring the desired outcomes for consumers. The
Group’s risk management framework, alongside its governance
structure and system of internal control, gives the Board assurance
that risks are being appropriately identified and managed, in line
with its risk appetite.
Governance and oversight
A governance and oversight structure is in place, with clearly defined
lines of responsibility, accountability and delegation of authority.
The Board is ultimately responsible for the overall effectiveness
of risk management across the business, supported by the Risk
Committee. The Board delegates day-to-day responsibility to
executive management. Executive management owns the Group
risks, is responsible for ensuring that the business effectively
manages risk and takes appropriate and timely action where issues
are identified. The Risk Committee oversees executive management
on behalf of the Board in the management of risks.
Horizon scanning is undertaken by the legal, risk and compliance
teams in order to keep abreast of potential emerging risks. The
Risk Committee’s agenda retains flexibility in order to discuss the
mitigation of emerging risks as they are identified.
The Board has carried out a robust assessment of the emerging and
Principal Risks facing the Group, including those that would threaten
its business model, future performance, solvency or liquidity. Our
Principal Risks and uncertainties are outlined on pages 38 to 39,
along with a description of how they are being managed.
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Risk Management continued
The Board performs an annual assessment of the risk management
and internal control framework, covering financial, operational and
compliance controls including the:
• assessment of the risk management framework for identifying
and monitoring risks, with consideration of the integration with
strategic and business planning processes. This is supported
by independent reporting on risk management and internal
controls by the Internal Audit function or independent third
parties, including the external auditor;
• assessment of the extent, frequency and quality of risk
management and internal control reporting;
• review of the resolution of issues arising from internal control
failings or weaknesses; and
• review of the effectiveness of the financial reporting processes.
Risk management framework
During 2021, we have monitored the risks associated with the
Group’s current and future strategic priorities, overseen the
Group’s continuing response to COVID-19 and strengthened the
embedding of data security, cyber and data protection processes
and controls. We have also continued to evolve the Group’s risk
management framework to reflect the embedding of regulatory
change such as the Senior Manager & Certification Regime
(‘SM&CR’).
Risk appetite
“Risk appetite” defines the level and type of risk the Group is able
and willing to accept in order to achieve its strategic objectives. The
Group’s risk appetite influences the Group’s culture and operating
decisions, and is reflected in the way risk is managed. The Group
Risk Appetite Statement is reviewed at least annually, in line with
the strategic direction of the Group, recent experience and the
regulatory environment, and is subject to Board approval.
There are certain risk areas where we have a very low or no
appetite such as complying with applicable laws, including
applicable regulatory requirements. This means that we take
actions to avoid or eliminate this risk as far as possible. In other
areas, such as strategy, we recognise the importance of managed
risk-taking in order to achieve business objectives and goals.
Risk identification and assessment
The Group adopts formal risk identification and management
processes which are designed to ensure that risks are properly
identified and evaluated, in line with risk appetite. The identification
of significant risks is informed using a bottom-up and top-down
approach with each business area identifying new risks as well
as reassessing those already being monitored. To aid in the
identification of risks and development of associated mitigating
actions, risks are categorised into strategic, financial, operational,
regulatory, conduct and data risks. Our regular and ongoing risk
oversight culminates in a robust risk and control assessment at
year end across all areas of the business, in order to understand
the strength and performance of the controls in place, and
potential gaps and weaknesses.
Management reporting
Timely and accurate management information is provided to the
right people to support management decisions and manage risk
effectively within the Group.
Reporting enables management: to have clear visibility of the most
relevant risks; to identify areas of concern and/or priority; to have
access to detailed information to enable root cause analysis and
identification of underlying trends; and to identify, escalate and
potentially mitigate the impact of new operational risk concerns in a
timely manner.
Should risk exposures be identified as being outside the Group’s
risk appetite, this is escalated and reported to the Risk Committee,
alongside clear action plans to bring the risk within tolerance, with
appropriate timescales. The type and extent of any mitigating
actions will be determined by the level and nature of the risk and
theGroup’s risk appetite.
Future developments
We will continue to ensure that risk management is part of everyday
business decision-making and is understood by all aspects of the
Group. We will continue to develop our management information
in the light of our strategic initiatives and ensure that specialist risk
knowledge is readily available to each of our brands to enable them
to take and be fully accountable for risk-based decisions, whilst
providing an effective level of risk and compliance oversight for
theGroup.
We will continue to enhance our risk management framework
in specific areas of focus, including cyber risks and operation
resilience, as well as enabling the identification and mitigation of
emergingrisks.
The Group recognises that regulation, in particular the activities of
the FCA, ICO, Ofgem and the CMA will continue to be a feature of
both the price comparison market and the consumer markets in
which we operate. In 2022, we will continue to assess and respond
to the impact of energy and insurance regulation in both the short
and long term.
The management of operational risks will continue to be a priority
for our risk management framework in 2022, in particular ongoing
embedding of enhanced controls in respect of cyber security, data
privacy, business continuity and third-party management.
Our Principal Risks (as at 31 December 2021)
Outlined here are the Group’s most significant risks that may affect our future. We assess the probability of the risk materialising
and the impact of the risk on a residual basis (taking into account the benefit of mitigating controls).
1
2
3
4
5
6
7
8
Probability
Impact
Strategic, operational/conduct
1
2
4
3
6
5
8
7
1
Competitive environment and
consumer demands
A C
2
Brand strength and reputation
A B
3
Data processing and protection
B C
4
Data security and cyber
B C
5
Business transformation
A B C
6
Relevance to partners
B C
7
Economic conditions
A B C
8
Regulation
A B C
Strategic Priorities:
Efficient
acquisition
A
Expand
our offer
C
Retain
and grow
B
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Principal Risks & Uncertainties
The table below summarises the Board’s view of the material strategic, financial and operational/conduct risks to the Group and how the
Group seeks to mitigate them.
Risk area
and trend Description
Risk
type
Strategic
priority Mitigating activities Developments in 2021
Competitive
environment
and
consumer
demands
The Group operates
in a dynamic and
highly competitive
marketplace with new
competitors entering
the market. We must
continually innovate
to keep ahead of
competitors and
changing consumer
demands.
SR
A
B
C
Continuous innovation of new services
and ongoing evolution of existing
propositions.
Regular engagement with consumers
to understand changes in how they use
ourservices.
Investment in our technology platforms
to improve customer experience and
make comparing products easier.
MoneySuperMarket continued to invest
into price cuts, ensuring that we could
offer customers cheaper quotes than our
competitors for the majority of 2021.
The acquisition of Quidco means the Group
now helps consumers earn cashback on
onlinespending.
TravelSupermarket merged with icelolly.com
which enhances consumers ability to compare
millions of cheap holidays from the UK’s leading
travel companies and access attractive deals.
Through Podium, we continued to enhance
our digital mortgage applications in a price
comparison site, with products now available
forhome movers.
Brand
strength and
reputation
The Group must
maintain consumer
awareness of and
engagement with its
keybrands.
SR
A
B
C
Investment in marketing across a range
of media to maintain the Group’s brands
in consumers’ minds.
Our strong relationships with our
providers allow us to offer exclusive and
market-leading deals.
The MoneySuperSeven brand launch featuring
a squad of seven saving specialists helps
customers to understand the different ways
they can save: car insurance, home insurance,
energy, broadband, credit cards, travel
insurance and pet insurance.
MoneySavingExpert has been uniquely
positioned to guide consumers through changes
in the energy market. MSE won Consumer
Money Title of the Year at the Headline Money
Awards and YouGov again rated MSE the most
recommended brand in the UK, ahead of over
1,700 brands in more than 40 categories.
Data
processing
and
protection
The Group must
appropriately process
and control the data our
customers share.
As a leading website
operator, the Group may
experience operational
issues which result in
incorrect or incomplete
data being transferred to
or from partners.
OR
A
B
C
Understanding and assessment of the
data we collect from our customers and
how we use it.
Specialist data protection knowledge
within our Risk & Compliance,
Technology and Legal teams. Annual data
protection training for all employees.
Controls and monitoring of internal
processes. Regular ongoing quality
assurance procedures.
We modernised our data infrastructure and
related capabilities, allowing us to consolidate
our data estate into Google Cloud Platform,
to simplify, but strengthen internal processes,
and to better share data and insight within
theGroup.
CRM has been migrated to Braze, unlocking
advanced, automated multi-channel
communication.
MSM has enhanced its website authentication
making it simple for consumers to access helpful
information.
Data security
and cyber risk
The Group must protect
itself from security
breaches or successful
cyber attacks which
could impact our ability
to operate our websites
and services.
OR
B
C
Rigorous monitoring and testing of the
Group’s systems and infrastructure.
Enhancing controls to our data and
systems through the implementation of
our Information Security Management
System (‘“ISMS”).
We continue to invest in our cyber governance
framework and ISMS. Our core technology
platform is now fully operating in the cloud with
our final legacy data centre now closed..
Risk area
and trend Description
Risk
type
Strategic
priority Mitigating activities Developments in 2021
Business
transformation
The Group must manage
the implementation
of our new strategic
priorities appropriately,
without our focus
being disrupted. We
must retain and recruit
employees with strong
industry, technology and
marketing expertise.
OR
SR
A
B
C
Strong management structures which
provide clear and straightforward
responsibilities and accountabilities in
the delivery of our strategic priorities.
Effective governance arrangements
to oversee implementation of
strategicpriorities.
Structured approach to recruitment and
retention of high-quality talent, combined
with learning and development activities
for existing employees.
We brought our Product and Technology
functions under joint leadership to align
priorities and resourcing across these two
crucial areas. We have also focused on
enhancing capabilities within Product teams,
while removing layers and building greater
specialist knowledge within the business
morewidely.
We continue to pursue a “build and re-use”
philosophy, with both Energy and Broadband
now operating from a common tech stack
delivering significant operating efficiencies for
the energy channel and a step change in the
pace of new feature delivery and innovation.
Relevance to
partners
The Group relies on
its partners to access
competitive products
and technological
integration to provide
a seamless customer
experience.
SR
B
C
Working closely with partners to ensure
high-quality and appropriate products
and to maximise the opportunities for
partners to acquire customers in a cost-
effective manner.
We remain a cost-efficient and flexible way
for providers to access millions of customers.
Strong relationships with partners enables
us to access exclusive deals and offers for
ourcustomers.
Economic
conditions
Weaknesses in the UK
economy including those
occurring as a result
of COVID-19, may lead
to more challenging
conditions in one or
more markets in which
we operate.
SR
A
B
C
Maintaining a diversified business across
a range of products.
Regular monitoring of market conditions
and environment.
Focusing on maintaining control of our
cost base.
The continued diversity of the Group
across a portfolio of brands and channels
offers the Group protection from cyclical
economic changes.
As wholesale prices decline, the Group is
well placed to help consumers seeking to
reduce their energy costs and switch their
energyprovider.
The Group has continued to diversify with the
acquisition of Quidco offering a broad and
leading cashback offer to consumers.
TravelSupermarket took steps to ensure
accurate messaging for travellers, in light of
worldwide COVID-19 travel restrictions and
changes, and created a new staycations hub
forthose who want to holiday in the UK.
Regulation
The Group must
understand and
respond to the effects of
regulatory intervention
in the markets in which
weoperate.
The Group must comply
with existing and new
regulatory requirements
which directly apply to
itsactivities.
SR
A
B
C
We maintain regular and ongoing
dialogue with key regulatory bodies.
Our Risk and Compliance team works
across the Group to ensure it remains
compliant with new and existing
regulations
We have monitored and responded to new
and emerging regulatory developments. We
have proactively engaged with regulators,
including the FCA and Ofgem on regulatory
change, including the energy price cap, the FCA
GI pricing reform and the FCA’s proposals for a
consumerduty.
FCA GI pricing reforms will provide some
protection to customers, however, it will often
remains in a customer’s interest to switch. The
auto-renewal changes will help consumers by
making it easier for them to switch and save.
Risk trend:
Increasing
Decreasing
Stable
Risk type:
SR
Strategic risk
OR
Operational/conduct risk
Strategic priority:
A
Efficient acquisition
B
Retain and grow
C
Expand our offer
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Strategic Report Governance Financial Statements
Stakeholder Engagement and Sustainability
Engaging regularly with
our stakeholders is
fundamental to the way
we do business. This
ensures we operate in a
balanced and responsible
way, both in the short
and longer term. We are
committed to maintaining
good communications
and building positive
relationships with all our
stakeholders, as this is
essential to strengthening
oursustainable business.
s.172 statement
The Directors of Moneysupermarket.com Group
PLC – and those of all UK companies – must act in
accordance with a set of general duties. These duties
are detailed in the Companies Act 2006 and include a
duty to promote the success of the Company.
An explanation of how the Board performed its
duties under s.172 of the Act is detailed on page
71 of the Corporate Governance Report. Further
information on how we engage with our stakeholders
is provided in the table opposite.
Engaging
with our
stakeholders
Why it is important to engage
Stakeholders’
key interests How we engage Outcomes
1. Employees Employee engagement is
critical to our success. We
work to create a diverse
and inclusive workplace
where employees can
reach their full potential.
Engaging with our
employees ensures
we can retain and
develop the best talent.
During 2021, employee
engagement continued
to be adapted to reflect
our new hybrid way of
working, with increased
communication and
engagement via online
mechanisms.
• Reputation
• Reward
• Career opportunities
• Employee engagement
• Training and development
• Wellbeing
• Health and Safety
• Equality
• Work-life balance
• Diversity & inclusion
• Collaborative and open
working environment
• Our mechanisms for engaging with employees and providing opportunities for
them to meet with Executive and Non-Executive Directors include:
– Quarterly informal employee breakfasts
– Regular Q&A sessions
– End of week vlogs from the CEO
– Increased floor briefs, which are held fortnightly and are available electronically
on demand and include Q&A with the Executive team and presenters
– Regular updates to employees on our strategic focus and future plans
– “Meet Peter” sessions which provide employees with the opportunity to engage
informally with our CEO
• In 2021, we also adopted a twin-track approach to NED employee engagement.
In addition to the informal quarterly sessions, each NED individually attended
two functional All Hands meetings – one in a function/ area of their expertise and
one function/area they were less familiar with.
• We have a designated NED Employee Champion, Sarah Warby, who has Board
responsibility for championing the interests of employees by bringing their views
to the boardroom. During 2021, Sarah worked with a selection of employees on
our “Future of Work” programme, which recommended the adoption of a new
hybrid way of working.
• We conduct a bi-annual employee engagement survey, and the results are
reported to the Board. As part of the Board’s Commitment to the Race at Work
Charter, a confidential microaggressions audit is undertaken every 6 to 12
months. Material or cumulative incidents of microaggressions will be raised to
the Board via the whistleblowing report.
• We have active employee resource groups (ERGs) for mental health and
inclusion of underrepresented groups to provide us with a body we can engage
with to help ensure our people can thrive. Our ERGs have regular contact with
our designated NED employee champion.
• We have an independent whistleblowing helpline to allow all staff to raise
concerns confidentially.
• 74% of our eligible employees participated
in our engagement survey conducted in
November 2021, with 71% responding
favourably to the questions relating to diversity
and inclusion
• Implemented a new hybrid model of working
and our “Future of Work” programme.
• As a result of feedback from employees on
our hybrid working model, we have updated
our Future of Work programme. The updated
programme was well received.
• Questions raised at the floor briefs are
answered during the sessions and any agreed
actions are followed up by the Executive
team. Read more about how questions
from employees can result in change in
our Raspberry Pi Foundation case study
onpage47.
2. Customers
and Users
Our success is dependent
on our ability to
understand and respond
to the needs of our
customers. This allows
us to provide relevant
products and services
where customers can
make meaningful savings,
differentiating us from
our competitors.
• Products and services’
performance and efficiency
• Competitiveness andvalue
• Compliance and data
protection
• Range of products
andservices
• Ease of use and
convenience
• Accurate and up-to-date
information
• ESG considerations
• We undertake customer research including focus groups and surveys, with key
insights shared with the Board and used to inform our strategy.
• Our Board members have received reports on our customer NPS metric and
other customer related KPIs.
• We host a forum on MoneySavingExpert providing users with a community to
share their views and ask moneysaving questions.
• Our user experience researchers have improved the accessibility of
MoneySuperMarket for visually impaired customers and users.
• The voice of the customer is brought to the Board throughout the year through
Functional agenda items.
• £1.6bn of customer savings in 2021
(2020: £2bn)
• Net promoter score of 72.1 (2020: 72)
• Improved the accessibility of our websites,
in line with the requirements of the
Equality Act 2010
• 10.0m active users of MSM (2020: 11.5m)
• 69m sessions on MSE Forum (2020: 91m)
• 8.2m weekly email subscribers to the MSE Tip
(2020: 7.45m)
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Why it is important to engage Stakeholders’ key interests How we engage Outcomes
3. Shareholders Access to capital is vital to the long-term performance of
our business. We ensure that we provide fair, balanced
and understandable information to shareholders and
investment analysts and work to ensure they have
a strong understanding of our purpose, strategy,
performance, culture, values and ambitions.
• Financial performance and economic impact
• Governance and transparency
• Operating and financial information
• Confidence in the Company’s Leadership
• Dividend growth/return on investment
• Alignment of remuneration
• Long-term value creation
• Our Directors and senior management engage with shareholders through regular
updates, meetings and our AGM, at which shareholders can hear about our
performance and put questions to the Board of Directors.
• The Chair engages directly with our major shareholders to discuss governance
matters, performance against strategy and any material changes. The Chair of
the Remuneration Committee also consults with shareholders in relation to our
Remuneration Policy.
• Feedback is gathered from key investors at results roadshows and investor
conferences and tabled to the Board.
• Investor Associations’ voting recommendations and commentary on our general
meeting resolutions and Annual Report is brought to the Board’s attention ahead of
a general meeting.
• The investor relations section of our corporate website provides investor information
and presentations, alongside other information reported to the market via the
regulatory news service.
• Analyst reports are provided to the Board.
• Conducted over 120 meetings with potential
and current investors
• Attended six investor conferences, meeting a
broad range of investors in a mixture of group
and one-to-one contexts
• Met with 16 of our top 20 investors, some on
multiple occasions, including the largest buyers
4. Suppliers
Our suppliers are critical to our performance. We
engage with our suppliers to build trusting relationships
from which we can mutually benefit and to ensure that
they are performing to our standards and conducting
business to our expectations.
• Cost-efficiency and value
• Long-term relationships
• Responsible procurement, trust and ethics
• Innovation
• Payment practices
• We have a rigorous onboarding process which ensures our suppliers are compliant
with current regulation and best practice.
• We engage our suppliers in a variety of ways including tender processes and more
informal communication methods.
• We promote fair and transparent supplier selection methodology at all times.
• We conduct a 360 feedback programme with some key suppliers which provides
insight into how both parties can continually improve. Our new GRC tool will enable
this activity to be rolled out more broadly to our supplier base in 2022.
• Our top tier suppliers are overseen, and performance managed by a third-party
management framework.
• We monitor the diversity of our supply chain to gain a better understanding of how
minority groups are represented across our supply chain.
• In line with the BEIS response to their call for evidence “Creating a Responsible
Payment Culture”, we report on our payments to suppliers.
• MSMG Data architecture team won the Google
Cloud Customer Award in recognition of our
leading ability to offer real-time data capabilities
and data privacy via our new data platform.
• New suppliers are onboarded in line with
regulatory requirements and according to
the risks they pose. This allows us to apply
the appropriate level of focus to oversee
relationships effectively.
• Competitive tender processes deliver optimum
results for higher risk/cost engagements and
less formal benchmarking ensures we optimise
best value for lower risk/cost requirements.
• Our third party management framework
ensures key risks/performance issues are
surfaced and tracked through to completion.
• 360 feedback also means we can manage
internal performance and ways of working to
optimise the value of supplier interactions,
progress on which is tracked at quarterly
performance reviews.
• Our compliance with BEIS payment practices
demonstrates our commitment to treat
suppliers fairly and maintain our valuable third
party relationships.
Stakeholder Engagement and Sustainability continued
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Why it is important to engage Stakeholders’ key interests How we engage Outcomes
5. Providers We engage with our providers to build strong
relationships and work collaboratively to identify
opportunities to help our customers including new
andmarket-leading exclusive products.
• Long-term relationships
• Trust and ethics
• Efficient customer acquisitions
• Value creation
• Data
• Our Provider team of over 50 dedicated employees focuses on managing the
relationships with our 4,500+ providers
• We work collaboratively with our top two tiers of providers to agree joint business
plans, a highly successful initiative that has increased engagement and had a positive
impact on our trading.
• We proactively engage with our providers to seek feedback on how we can improve
the quality of relationships such that they are not simply transactional.
• We are investing to enhance our provision of performance data to our
insuranceproviders.
• We recognise we have more engagement to do in our Money vertical (where trading
has been tougher as a result of COVID-19), in order to improve our offering to
customers, and are working to address this.
• Whilst looking to hold and build on our operational and partner improvements, the
focus of our partner specific development will shift to meet data needs. This will be
prioritised alongside other 2022 initiatives.
• Key provider updates are brought to the Board through our Vertical agenda items
and in the annual strategy sessions.
• As a result of feedback from our insurance
partners we have enhanced our core data
proposition to align with our competitors and
deliver greater value to our partners
• Our Partnership Relationship Management
(PRM) approach has improved our effectiveness
by enabling faster, better decisions, and earlier
identification of new opportunities.
• By analysing performance data, we have
provided actionable insights, facilitated
workshops and created the first quarterly
insight packs on electric vehicles.
• Developing new collaborations with Partners
to continue to ensure that MSM offers
strongvalue.
• Reduced the average onboarding time for
some Insurance products from 44 days
to 7 days by incorporating this within our
Operational Teams.
6. Communities /
Charities
We are committed to building positive relationships
with the communities in which we operate. We
support communities and groups local to our offices
and consider the environmental and social impacts of
ouroperations.
• Local operational impact
• Health and safety and environmental performance
• Long-term partnership and strategic alignment
• We support charities local to our offices and beyond with fundraising and
volunteering initiatives. Further, the Group has led several COVID-19 charitable
initiatives, for example collaborating with the Raspberry Pi Foundation supplying
PCs and other support to get 50 families online, providing tech equipment and free
broadband connections.
• 2021 was the third-year of our partnership with The Prince’s Trust which provides
meaningful support to deprived young people over the long term. Despite COVID-19,
we continued to fundraise, including two virtual fitness challenges and raising money
via our “Phones for Futures” initiative. In addition, some of our employees took part in
other challenges, such as ultra runs, raising significant additional funds.
• The Board receives an annual update on our charities and communities initiatives
from the Chief People Officer.
• We strive to reduce our environmental impact and have remained Beyond Carbon
Neutral in 2021. In addition, we have announced our commitment to be net zero
carbon emissions by 2030 and have started the process to have our carbon
reduction plan externally verified by the Science Based Targets initiative. We are a
founder member of the Tech Zero taskforce and completed the Carbon Disclosure
Project questionnaire in order to improve transparency of our environmental
initiatives.
• The Board Risk Committee has taken on the responsibility for ESG to ensure Board
level oversight.
• We have continued to be a positive influence in
the communities in which we operate.
• Reduced our greenhouse gas emissions as a
result of our carbon reduction strategy.
• Supported local families and our communities
and helped several groups to restart their
communities work.
• Provided over 44,000 meals to the community.
• Donated £233,000 to charitable causes
including The Prince’s Trust and the MSE
Charity. See pages 60 to 61 for further details.
7. Regulators /
Government
Open communications and dialogue help to create
understanding of our business, strategy and culture
andensures regulatory and legislative compliance.
• Openness and transparency
• Proactive and compliant with new regulations
andlegislation
• Treating customers fairly
• Impact on the environment
• We maintain regular and ongoing dialogue with key regulatory bodies, including the
FCA, Ofgem and CMA and, where appropriate, the ICO, ASA and Ofcom; and our Risk
and Compliance team works across the Group to ensure it remains compliant with
any new and existing regulation.
• We have monitored and responded to new and emerging regulatory developments,
including the Senior Managers and Certification Regime and engaged with the FCA to
ensure that we remain compliant.
• Regular updates are provided to the Board as well as specific reports/updates on
major interactions with regulators.
• We continue to comply with our duties under the UK GDPR and the GDPR regime.
• Pro-actively engaged with the CMA on our
corporate development programme, resulting
in efficient M&A processes.
• We have proactively engaged with the FCA
and Ofgem on regulatory change including the
energy price cap, the FCA GI pricing reform and
the FCA’s proposals for a consumer duty.
Stakeholder Engagement and Sustainability continued
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Stakeholder Engagement and Sustainability continued
Sustainability
Overview
At Moneysupermarket Group, we understand that our
behaviour, operations, and how we treat our employees
all have an impact on the environment and society. We
also understand the importance of aligning our purpose
and strategy with responsible corporate decision-
making to create value for our employees, customers,
shareholders and society in a sustainable way. Our
purpose of helping households save money has never
been more important and we’re committed to operating
in an honest and ethical manner, treating everyone with
respect, limiting our impact on the environment and
doing the right thing.
In recent years, we have focused on making a positive
economic, environmental and social contribution not
just to the communities in which we operate, but to the
UK as a whole. We have developed key Environmental,
Social and Governance (“ESG”) initiatives which form our
sustainability strategy. These initiatives allow us to live
our purpose in a meaningful way, working together for
the long-term value of all our stakeholders. Several of
our initiatives also compliment others. Our Board policy
on diversity & inclusion and some of our carbon offset
projects have significant social as well as governance and
environmental benefits respectively. In 2021, we focused
on the following three key ESG initiatives:
• Minimising our environmental impact;
• Our social responsibility; and
• Robust governance and ethics.
Our commitment to sustainability continues to be
recognised with the Group being a constituent of
the FTSE4Good Index Series, which measures the
performance of companies demonstrating strong
ESG practices. Via our membership of the Tech Zero
taskforce, we are now an official partner of the UN Race
to Zero. Read more about our partnership on page 55.
Minimising our environmental impact
Recent years have seen important developments in
the climate change agenda and growing momentum
behind the drive to tackle greenhouse gas emissions.
As a responsible business, we want to play our part
in addressing environmental challenges, and our
employees, customers and our other stakeholders
expect this.
Whilst we may not be considered a major energy user,
we are aware of the impact that we have and we have
been working to reduce the carbon emissions associated
with our operations. This has included investing in more
environmentally friendly office space, evaluating our ways
of working, and reducing the amount of materials we use
and waste we generate.
In 2019, we stated our commitment to becoming carbon
neutral by the end of 2020. Not only did we meet this
commitment, we surpassed it becoming Beyond Carbon
Neutral and offsetting 150% of our carbon emissions.
In 2021, we built on this ambition announcing our
commitment to having net zero emissions by 2030, whilst
remaining Beyond Carbon Neutral. Further information
on how we became Beyond Carbon Neutral and our other
environmental initiatives is detailed on pages 53 to 55.
We have also embedded our carbon neutral initiative
within the Group and are rolling out our net zero carbon
reduction strategy. See page 53 for more information.
During 2021, we embedded climate-related governance
and risk management structured around the TCFD
framework. Further information can be found on pages
57 to 59.
Our social responsibility
We are a responsible employer and recognise that our
success is dependent upon the talent and diverse skill
sets of our employees. We are and will continue to be
a living wage employer. We are committed to investing
in our employees’ health and wellbeing. Focus areas for
2021 included the health, safety and wellbeing of our
employees, continuing to embed our culture of diversity
and inclusion and promoting an environment where our
employees can continue to grow and develop. See pages
46 to 50 for further details.
In addition to the Group’s purpose of helping households
save money, we want to do more to maximise the social
value that we create. We actively champion partner
charities as well as support the communities in which we
operate. Through our partnership with The Prince’s Trust,
we strive to broaden and deepen our impact and create a
lasting legacy by running a range of money management
initiatives for young people.
Robust governance and ethics
The Group recognises that driving better corporate
behaviours will provide improved returns over the longer
term and we are committed to operating responsibly and
with high ethical standards. We encourage innovation
whilst championing best practice and strong corporate
ethics to ensure that the impacts of our business
activities are appropriately balanced.
We are proud of our robust corporate governance and
risk management processes and have a range of policies
designed to ensure that we maintain best practice in
all our business activities. Our policies include Cyber
Security, Data Protection, Modern Slavery and Anti-
Bribery, and are accompanied by an interactive training
programme to ensure that these principles remain front
and centre in our employees’ minds. See page 45 for
further details.
Inclusive Company List Ranking
21
Carbon Footprint Offset
150%
The Board recognises that
the management of safety,
wellbeing, environmental,
socialand ethical matters
formsa key element of effective
corporate governance, which
in turn supports the strategy,
long-term performance and
sustainability of the business.
• We have committed to working with the
Science Based Targets initiative to externally
validate our carbon reduction plans.
• In 2021, we completed the Carbon
Disclosure Project (CDP) questionnaire
providing disclosures on emissions,
governance, strategy and risk and
opportunities. We plan toevolve this
reporting over time.
• We are a member of the Tech Zero
taskforce.
• We are committed to reach net zero carbon
emissions by2030.
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CASE STUDY:
Community partnering with
the Raspberry Pi Foundation
At the beginning of 2021, we saw several news reports and
requests from local schools asking for help with tech kit for
children trying to study at home. Our IT Service Desk team
had also received a number of enquiries to see if they could
support children with old laptops or desktops, so that they
could get online for their virtual classes. Often, having a
device that works and can connect to the internet is taken
for granted, but with the move to home-schooling, many
families struggled without the right equipment.
Our Service Desk team, working closely with our .
Community Employee Resource Group devised an
innovative plan to help those families in need. They rallied
together to find devices and equipment that were no
longerfit for purpose but could be recycled in return for a
donation. Working with the Raspberry Pi Foundation, they
have used these donations to help 50 families through
supplying a Raspberry Pi PC (which will run Teams, Zoom
orGoogle classroom, among other programmes within
thebrowser), a computer screen, keyboard, mouse,
webcam and when required; access to broadband to
getthemonline.
Our teams are continuing to build a lasting relationship
with the Raspberry Pi Foundation, with the aim of helping
many more families in the future.
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People are at the heart of our
business, and whilst this has
been another tough year for
everyone, our employees often
went above and beyond, rising
to the challenges of home
working and evolving with
ourbusiness.
People
and culture
We are proud to have c620
*
employees in 2021 who have
been working tirelessly to serve our purpose of helping
households save money. We were also pleased to have
a further c150 who joined as part of our merger and
acquisition activities in 2021 at Quidco and ITG, taking
the group to 770. Thehealth, safety and wellbeing of our
people has been and continues to be our top priority
during the constantly changing COVID-19landscape.
Alongside the physical safety measures we have taken
across our offices, we have also stepped up our mental
health and wellbeing support to help employees manage
the impact of the pandemic on their daily lives. At the
start of 2021 we launched Headspace, a free digital
mental health resource, with almost 250 employees
making use of the app since launch. In addition, we
developed new training for managers on how to support
their teams’ mental health. In May we doubled (from
three to six) the number of counselling sessions available
to our employees through LifeWorks, our Employee
Assistance Programme. We have also taken a careful and
considered approach to our phased office return, making
sure to balance the needs of our business with the views
of our employees. As a result we have provided flexible
options for both individuals and teams.
Diversity, inclusion and equality
Diversity and inclusion is at the heart of
Moneysupermarket Group and has been embedded
inour ‘Create Belonging’ behaviour. We are committed
to embracing and promoting diversity, inclusion and
equal opportunity and aspire to reflect the various
diverse communities in which we operate. We also aim
for employees to see themselves represented at all levels
and have equal access to development and progression
opportunities.
‘’D&I policy and attitude at MSMG is
amazing. Everyone gets a say and has
equal opportunities. Some of the
initiatives we’ve run over the past six
months have been great, e.g.
mentoring sponsorship programme
and manager mental healthtraining.’’
Engagement survey comment (April 2021)
At the start of 2021, the Group took the
top spot on the 2020 Hampton-Alexander
Review ‘Women on Boards’ report for our
62.5% female representation and was
ranked at number 18 in the European
Women on Boards Gender Diversity Index
2020. We are extremely proud of this
achievement and continue to focus on
diversity at all areas of our business, making
sustained improvement, particularly in our
leadershiplevels.
At the end of 2021 the Group was recognised
at number 21 on the Inclusive Top 50 UK
Employer List 2021 by Inclusive Companies.
During 2021, we continued to implement
our Race Equality Action Plan and Race at
Work charter commitments. This included
rolling out inclusive leadership workshops
which focus on creating inclusive culture,
decisions, and relationships, and dealing with
microaggressions, to almost 160 managers
and members of the People Team which
resulted in greatly increased awareness
and recognition of non-inclusive behaviours
at work. We plan to build on this work in
2022. We have also combined our bi-annual
engagement survey with a microaggressions
survey, which gives us comparable insights
versus our previous survey and informs
our next phase of the work on this topic. In
addition, we celebrated Race Equality Week
in February, the Gypsy, Roma and Traveller
Month in June, developed a Religious and
Cultural Festivals booklet with the help of
employees from across the Group and
organised the celebrations to mark Black
History Month in October.
Mentoring sponsorship
In 2021 we launched our mentoring
sponsorship programme which matched
employees from under-represented
areas of the Group with an executive or
senior manager for a six-month period.
The programme aims to provide targeted
career development support, raise visibility
and expand the network of our diverse
employees. Twenty employees took part in
the programme in 2021, with employees
rating the pilot programme 4.2 out of 5
in terms of the impact on their career
confidence and some saying it’s already
proving to be ‘more than expected’.
CASE STUDY:
Supporting your team with their mental health:
newtraining for people managers
Feeling confident and equipped to support your team with their
mental health is a vital part of being a people manager, and these
skills matter more now than ever before. To support our managers,
our Inclusion and Engagement team developed a new training
workshop in 2021, which has so far been delivered to 25% of
managers. In addition, the team have launched a learning pathway
with the same training materials for managers to follow at their
ownpace.
The training covers the ways in which managers can actively support
their team with their mental health, with practical guidance, helpful
tips and resources to manage any employee through difficult times.
Some of the feedback we’ve received about the training include:
‘’Good resources provided, like the wellness action plan.
Dealt with some common issues like having those difficult
conversations and how to help other team members’’
Stakeholder Engagement and Sustainability continued
* As at 31 December 2021.
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Stakeholder Engagement and Sustainability continued
Gender diversity and gender pay gap
In 2021 we continued our focus on improving
gender diversity within our leadership and
technical roles and have seen a 7% increase
of Women in Data from 27% to 34%.
At the time of submitting our FTSE Women
Leaders gender data in November 2021, the
number of women in executive management
stood at 36%, and women accounted for 49%
of their direct reports. Whilst the percentage
of women in executive management and
at the direct report level decreased by 2%
and 3% respectively since 2020, this was a
temporary decline, and our subsequent hires
took the executive female representation to
45% in early 2022.
Our gender pay gap has seen a slight
increase of 4.2% since last year but at 9.5%,
it is still below the UK gender pay gap of
14.6%. The gap has been impacted by the
shape of teams as of the snapshot date,
a point in time when we had lower female
representation across management and
leadership levels, as well as in Tech and
Data. We have since made progress on
female representation in those areas. Our
long-term aim is to close our gender pay
gap and we continue to take action to reach
that aim, as outlined on the report on our
corporate website at https://corporate.
moneysupermarket.com.
Ethnic diversity and ethnicity pay gap
As part of the Race at Work charter, we
committed to publishing our first ethnicity
pay gap in 2021, alongside our usual gender
pay gap report, This is now available on
https://corporate.moneysupermarket.com/
Our ethnicity pay gap reporting is based on
the ethnicity data from 78% of colleagues
who shared their ethnicity as of April 2021.
15% of those colleagues came from multi-
ethnic backgrounds. Our ethnicity pay gap
is 7.6% – this is lower than the UK average
of 12%, as reported by UK Data Hub. When
broken down by the specific ethnic groups,
the ethnicity pay gap is in favour of Asian
colleagues (-3.4%) who have the highest
representation within the Group.
Employees from ethnic minority groups
represented 12% of our workforce in 2021,
with 9% (1 out of 11) representation in
executive management.
Our culture
Our culture is focused on nurturing and
promoting high-performance and the
wellbeing of our employees, customers,
andcommunities.
Our company behaviours of ‘Create
Belonging’, ‘Grow and Develop’ and ‘Innovate
to Deliver’ have become central to our DNA;
they are the common language and a clear
everyday standard of what we believe in, value,
and expect of each other, irrespective of role.
Our Employee Resource Groups (ERGs) are
also key to developing our culture. They help
build wider empathy and celebrate diversity
through awareness raising talks and activities
that challenge negative stereotypes and
reduce stigma around topics such as mental
health, disability, neurodiversity, LGBTQI+,
race and cultural diversity. These include
events such as celebrating Mental Health
Awareness Month, International Day against
Homophobia, Transphobia and Biphobia,
Global Accessibility Awareness Day, World
Suicide Prevention Day, Stress Awareness Day,
and running Wellbeing, Trans Awareness and
Inclusion, and British Sign Language courses.
The ERGs also contribute to the Group’s
commitment to become net zero by 2030 and
our Tech Zero industry partnership.
In 2021 we ran two employee engagement
surveys. 74% of our employees took part in
our November 2021 engagement survey,
which asked a variety of questions about
culture and employee experience, including
leadership, innovation, collaboration, career
development, diversity and inclusion, and the
ability to get things done. The results of the
survey were shared with employees during
our CEO-led floor brief and with the Board to
facilitate visibility and discussion around our
culture. Key improvements during the year
included career development, leadership and
diversity and inclusion.
Some of the highlights we’re proud of were:
• 86% of employees believed their
manager created an environment where
they could be themselves
• 80% said they are able to actively manage
and balance their own work and time
• 78% agreed they knew how their work
contributed to our objectives
Source: November 2021 Employee Engagement survey.
We keep our employees actively involved
and consulted about Group activities and
business performance through a range of
other communication channels, too. These
include fortnightly CEO-led virtual floor briefs,
frequent vlogs, a biweekly e-newsletter, an
internal intranet, Microsoft Teams posts and
corporate announcement emails. Following
the appointment of Sarah Warby as Non-
Executive Director Employee Champion
in 2018, we introduced a programme
of listening sessions and breakfasts to
provide the opportunity for employees to
give feedback and ask questions directly of
ourNon-Executive Directors.
Learning and development
We take pride in our flagship learning
strategy ’Freedom to Grow‘, which channels
one of our core three behaviours: ’Grow &
Develop‘. Our philosophy hinges on the idea
that continuous development should be
at the heart of our employee offering. This
includes a focus on encouraging a growth
mindset and supporting employees through
career challenges and opportunities by
providing practical, interactive, and reflective
learning resources on demand.
We have invested £430k in training and
development in 2021, ranging from individual
coaching and professional development
programmes to Group-wide upskilling
initiatives.
One learning workstream that has taken
a spotlight in 2021 is the development
of our leaders and managers across the
business. Since our 2020 launch of LEAD, a
Chartered Management Institute accredited
leadership programme, we have sustained
our commitment to developing motivated
managers and leaders across the business.
Four cohorts of LEAD are currently live, with
cohort one set to complete the programme
before the end of 2022. LEAD is funded
by the Apprenticeship Levy and provides
our managers and leaders with holistic
development through a combination of
webinars, applied learning stretch activities,
and one-to-one coaching over a 12 to
18-month period. We are already seeing
the great impact these managers are having
on the business through our bi-annual
engagement surveys, LEAD innovation
projects, and progression success stories.
We also changed our application process for
LEAD in 2021 to ensure greater inclusion with
a blind application process and commitment
that 25% of places are reserved for our multi-
ethnic colleagues in line with our Race Equity
Commitment.
Beyond LEAD, we have continued to support
managers through our carefully curated
’Manager Essentials‘ programme. In 2021 we
rolled out two tranches of the programme,
offering managers across the Group practical
guidance on matters like giving feedback,
having career conversations, and managing
the mental health of their employees.
Whether our managers have just taken up
new responsibilities, have joined the Group
from an acquired business, or are well
established long-term managers, we are
committed to offering frequent, interactive
workshops to ensure all employees receive
stimulating and supportive line-management
across the lifecycle.
In September we partnered with CybSafe
to deliver our mandatory annual Cyber
Awareness training. This has allowed our
employees to access a suite of tools covering
all aspects of online safety in a user-friendly
e-learning solution. This included modules
to keep colleagues cyber-safe online when
working from our offices and remotely, and
involved email, phone, message, social media,
internet and password security, phishing and
cyber theft prevention.
2021 has seen opportunities to develop our
online learning offering to the Group. Our
Learning Experience Platform, Grow!, has
become an integral part of our continuous
learning strategy, offering every employee
the opportunity to take charge and track
their own learning with the help of a
multitude of development materials from
internal and external sources. We have
further capitalised on the hybrid environment
to enable increased collaborative learning
opportunities and a knowledge culture, for
example through showcasing the ’career
stories’ of key senior leadership figures on
Grow!, and developing learning ambassador
teams within specific functions to help us
continue to grow and develop together.
“There have been so many valuable parts
of the LEAD programme so far including
really looking at yourself. You can learn
about areas you might have been lacking,
or maybe haven’t had the exposure to yet
and LEAD offers a truly holistic approach
and ability to analyse yourself and your
leadership style. I also think one of the
most fulfilling parts of doing this course is
meeting so many new people across the
business that you wouldn’t have interacted
with originally. Getting to meet and
collaborate with other LEAD members
while mostly working from home has
allowed us to connect, get our personal
brands out there, and most importantly
learn from different people that we hadn’t
been exposed to before the LEAD
programme brought us together.”
Charlie Evans
Senior Partnerships Manager
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Stakeholder Engagement and Sustainability continued
Employee benefits
We offer a wide range of benefits to
supporting employee lifestyle, future,
finances, health and wellbeing. At the heart
of our offering are 27 days holiday (rising to
30 days with tenure), a performance related
bonus, life assurance at four times salary,
pension matched up to 5%, free breakfast,
extensive mental health support and training,
free mental health Headspace app, and
a comprehensive Employee Assistance
Programme, LifeWorks, for guidance
and support on a range of personal and
professional matters.
Alongside this we offer a range of flexible
benefits including the opportunity to buy
additional holiday days, dental and medical
cover and gym memberships. We also
encourage more environmentally friendly
travel options through our cycle to work and
electric vehicle leasing schemes.
We also offer employees the opportunity
to share in the success of our business.
Through our Sharesave Scheme and
Employee Share Incentive Plan, employees
can purchase ordinary shares in the Group,
which in turn encourages employee interest
in the performance of the Group and
alignment with shareholder interests.
Our generous parental leave policies include
the opportunity for both parents to take up
to six months as shared parental leave at full
pay, four weeks fully paid paternity/partner
leave, and six months fully paid maternity/
adoption leave. Expecting parents and
their managers are supported by an online
parental leave coaching toolkit, and the
online parent community.
We also offer employees a variety of social
and wellbeing activities, such as in-person
and virtual challenges, social events, quizzes,
bake-off competitions, free Yoga, Pilates and
Bootcamp sessions.
CASE STUDY:
Paternity leave
‘’You would have thought we had learnt our lesson – home-schooling a
toddler during lockdown. However, here we are with a new arrival to
the Cartwright family, say hello to Daisy Mae Cartwright.
Daisy is now six weeks old and having a hyper four-year-old, a newborn
baby and a partner that underwent major surgery it was looking like a
daunting task of getting back to work any time soon.
This is where our four-week paternity leave (at full pay) really helped,
and we were able to get back home, into a routine and allow my wife
time to recover from childbirth/operation. During this time, I was able
to do the night feeds/nappy changes and provide entertainment for
when our toddler wasn’t in nursery. This meant we could make sure
that Daisy could get the best start possible.
The return to work was gentle and considered, my manager checked in
with me and made sure I had all the correct support in place and any
extra requirements (if required) could be considered. I am now working
in the Ewloe office three days a week, being superbly looked after by
our office team and the Bytes catering crew.
It’s been an awesome benefit that has meant I have not had to worry
about a drop in finances (when you need it the most) and spend time to
bond and build relationships during the first stage of Daisy’s life.
Thank you MSMG. You are epic.”
Paul Cartwright (Carty)
Head of Service Management
We strive to reduce our
environmental impact by
reducing our carbon emissions
and waste, and sourcing
responsibly. We continue to
be ‘Beyond Carbon Neutral’
and announced our net zero
commitment in 2021. We
consider environmental and
sustainability issues in all
aspects of our operations
andbusiness activities.
As a business that reaches millions of people, we’re focused
on helping households save money by giving them access to
free online tools that help make financial decisions easier.
In the future, we hope to do more to signpost greener
choices to consumers who want to make low-carbon and
sustainable choices and continue to live our purpose of
helping households saving money in a sustainable way.
Minimising our
environmental
impact
Key initiatives in 2021
During 2021 we continued to develop and drive
environmental innovations across the Group. We have
a proactive and passionate Green Team which devises
and implements local energy-saving and waste reduction
initiatives. Significant progress was made against our
environmental strategy in 2021, including:
• Announcing our commitment to reach net zero
emissions by 2030 and making a public commitment
to limit our company’s carbon footprint in line with
keeping global warming to below 1.5ºC. We are in the
process of verifying our carbon reduction targets via
the Science Based Targets initiative;
• Progressing against our carbon reduction plan,
including moving the London and Manchester offices
to a 100% renewable energy tariff;
• Offsetting 150% of our emissions with two
certified offset projects, making the Group Beyond
CarbonNeutral;
• Implementing initiatives structured around the Task
Force on Climate-Related Financial Disclosures;
• Increasing employee awareness of green initiatives,
via regular floorbrief and Scoop updates including
an update on our carbon reduction strategy, the UN
Climate Conference and Earth Day 2021;
• Being a founding member of the Tech Zero taskforce
and a partner to the UN Race to Zero; and
• Completing the Carbon Disclosure Project, providing
greater transparency on our environmental strategy,
receiving a score of C.
Beyond Carbon Neutral
To ensure that we not only reduce our negative impact
but also have a long-lasting and positive legacy for the
environment, we have mitigated 150% of our carbon
footprint through investing 50/50 in two verified carbon
offset projects. This means we are a Beyond Carbon
Neutral business.
Project 1, Water filtration and improved
cookstoves (Guatemala)
Water filters and improved cookstoves bring health
benefits to more than 230,000 people in Guatemala.
Water-borne disease has been identified as a national
priority in Guatemala given the high incidence of disease
and chronic malnutrition. This project distributes water
filters and stoves that enable access to clean water and
improve cooking conditions by increasing fuel efficiency
and reducing harmful indoor air pollution. Itisthe first
Gold Standard water treatment or cookstove project
in the country. The project is currently in Alta Verapaz,
Huehuetenango and San Marcos and has so far
benefitted over 500,000 people.
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Stakeholder Engagement and Sustainability continued
In addition to delivering emissions
reductions to help take urgent action
to combat climate change, the project
delivers a number of other sustainable
development benefits including reducing
water-borne disease and reducing
the need for fuelwood, consequently
decreasing indoor air pollution.
Project 2, Kibale Forest Restoration
(Uganda)
By planting indigenous trees and
supporting natural regeneration, the
project is restoring more than 10,000
hectares of forest in an area with some
of the highest biodiversity in East Africa.
The Kibale National Park has the highest
number and diversity of primates in
EastAfrica.
Based in South West Uganda, the project
is rehabilitating more than 10,000 hectares
of degraded land in the Kibale National
Park where natural causes, human
disturbance and poor land management
has led to severe degradation and soil
erosion. By planting indigenous trees
and supporting natural regeneration,
the project, which is run jointly with the
Ugandan Wildlife Authority, will create a
thriving carbon sink. The area has a very
high concentration of primates and has
achieved Biodiversity Gold certification
under the Climate, Community and
Biodiversity Standard.
In addition to delivering emissions
reductions to help take urgent action
to combat climate change (SDG 13),
the project delivers a number of other
sustainable development benefits,
including providing training and
employment to the local community.
Our aims for 2022
• Remain Beyond Carbon Neutral whilst
making further progress against our
carbon reduction plan;
• Evolve our initiatives structured in
accordance with the Task Force on
Climate-Related Financial Disclosures;
• Our Green Team will further engage
our employees on climate change
issues and share how to lead more
sustainable lives through challenges,
events and provision of resources;
• Completion of the Carbon Disclosure
Project Questionnaire for the
secondyear;
• Embed the ‘Green Strategy’ for
theGroup; and
• In 2021 we committed to SBTi to set
a science based target and we will
work to develop a carbon reduction
target in accordance with the required
methodology and approach set out
by SBTi.
We recognise that we are only part-
way through our sustainability journey.
Together with our Green Team, we will
continue to develop and implement
initiatives in order to have a positive
impact on our environment.
Greenhouse gas (‘GHG’) emissions
This section includes our mandatory
reporting of greenhouse gas emissions
and global energy use pursuant to the
Companies Act 2006 (Strategic Report
and Directors’ Report) Regulations 2013
and the streamlined energy and carbon
reporting (‘SECR’) under the Companies
(Directors’ Report) and Limited Liability
Partnerships (Energy and Carbon Report)
Regulations 2018. The methodology used
to calculate our emissions is based on
the GHG Protocol Corporate Standard.
Emissions reported correspond with our
financial year.
In addition to the disclosure of our Scope
1 and Scope 2 emissions, as required
under SECR, we have also assessed
our Scope 3 emissions in order to
assess the wider impact of our business
operations. Emission factors are from
UKGovernment GHG conversion factors
for CompanyReporting.
Net Zero by 2030
In June 2021, we made an important
commitment to reach net zero emissions
by 2030. Net zero is a state where an
organisation’s activities result in no net
impact on the climate from greenhouse
gas emissions. This means limiting the
Group’s carbon footprint in line with
keeping global warming to below 1.5ºC
– the critical level of heating to avoid the
worst impacts of the climate crisis.
We will continue to remain Beyond Carbon
Neutral by offsetting emissions that we
cannot eliminate right now.
As part of our net zero commitment, we:
• Measure all of the Group’s carbon
emissions, including Scope 3, and
report them publicly each year;
• Publish details on our corporate
website on how we plan to reach
netzero;
• Continue to be a Beyond Carbon
Neutral business;
• Continue thinking about how
to communicate our climate
commitments in other meaningful
ways, including to our shareholders,
employees, customers, users and the
wider community in which we operate;
• Report on our progress against our
short and medium targets to the
Board on a regular basis;
• Provide updates on our progress via
our Annual Report and our corporate
website; and
• Commit to having a member of our
Executive team responsible for our
netzero target.
Carbon Disclosure Project
In 2021, Moneysupermarket Group
completed a full disclosure to the Carbon
Disclosure Project (‘CDP’) detailing the
commitments we have in place to manage
our impact on the environment.
The CDP is a not-for-profit charity which
for the past 20 years has led the way
in creating comparable, transparent
disclosure for companies, cities, states
and regions around climate change.
Moneysupermarket Group submitted
its first CDP disclosure questionnaire
in 2021, receiving a ‘C’ score
*
, which
puts Moneysupermarket Group in the
Awareness bracket, in line with the average
score for our sector. We are committed to
improving our climate governance in line
with feedback received and will continue to
provide updated CDP disclosures annually
going forward.
* On an 8 point A-D- scale.
GHG emissions
We recognise that 2021 has been another unusual year and as
such our carbon reduction plans will continue to be based on
2019, the year our baseline GHG assessment was carried out.
During 2021, to help reduce our GHG emissions we moved the
London and Manchester offices to 100% renewable energy tariffs.
During 2022, we will continue to work on our carbon reduction
plan, in line with global targets, to reduce our carbon emission as
a far as possible. The plan has been evolved to reflect our new
‘Future of Work’ hybrid model.
Global energy use:
kWhs
Emissions from: 2021 2020
Scope 1: Heating Fuels 220,939 180,844
Scope 2: Purchased Electricity 785,815 903,582
Scope 3: Employee mileage 14,622 20,537
Total emissions 870,555 1,104,963
Greenhouse gas (‘GHG’) emissions in tonnes of CO
2
e:
Tonnes of CO
2
e
Emissions from: 2021 2020
Scope 1 (Direct) 45
1
33
Scope 2 (Indirect) 135 211
Scope 3 (Indirect) 3 5.09
Total Gross Emissions 183 249
150% Carbon Removal (274.5) (373.5)
Total Net Emissions (91.5) (124.5)
1 Increasedby26%duetoDeanStreetofficegasconsumptionbeingreportedin
2021 and not in 2020.
Intensity ratios:
2021 2020
Floor area: kWh/sq.ft/year 12.82 14.42
*
Employees: t CO
2
e/employee/year 0.63 0.68
Revenue: tCO
2
e/£m/year 1.23 1.54
* Updatedfrom2020duetoacorrectioninfloorarea.
CASE STUDY:
Tech Zero taskforce
Moneysupermarket Group are proud to be among
16 of the fastest-growing tech companies in the UK
who have joined forces to create the ‘Tech Zero
taskforce’.
Announced in March 2021, the aims of this
taskforce are to take bold steps to tackle the
climate crisis. By working together, we can make
faster progress to net zero and encourage other
companies to take action to reduce their
emissions. Companies that join Tech Zero agree to
a set of commitments, including measuring their
Scope 1-3 emissions and setting an ambitious net
zero target within a year ofjoining.
Founding members of the Tech Zero taskforce,
alongside Moneysupermarket Group include
allplants, Bulb, Babylon, Citymapper, Faculty,
GoCardless, Habito, Hopin, OLIO, Onfido, Revolut,
Starling Bank, what3words and Wise, backed by
industry body Tech Nation.
Our CEO, Peter Duffy joined the other taskforce
members’ CEOs at a launch summit in June, where
the bold commitments to reach net zero, boost
green investment and help consumers make
greener choices were agreed.
Currently, 217 UK tech companies have joined Tech
Zero. The taskforce has created the Tech Zero
toolkit to demystify climate jargon and make it
simpler for companies to set a net zero plan.
Being part of the Tech Zero taskforce continues the
Group’s work on green issues, reducing ourcarbon
footprint and making sure we havealong-lasting
and positive impact on theenvironment.
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Task Force
for Climate-
Related
Financial
Disclosures
October 2021. Somerecommendations in the additional
guidance will require more time to be considered more
fully and we will apply them more fully in our next
TCFDreport.
1. Governance
Board oversight
The Board takes overall accountability for the
management of risks and opportunities, which includes
climate change. The Board received regular updates
on environmental and climate-related matters from
management and both the Executive Committee and
the Board considers commercial opportunities alongside
risks arising from climate-related change.
Our approach to considering climate related opportunities
within our strategy and business planning processes is
described in section 2 on Strategy below. In 2021, we
announced our commitment to net zero by 2030, whilst
remaining Beyond Carbon Neutral. Our net zero plan
covers the areas that are most material to our business:
the emissions we create, the waste we make and the
sustainability of our supply chain; and embeds the
awareness of the impact of climate change in the everyday
culture of the business. We view the journey to net zero
as presenting an opportunity to further engage our
employees in our carbon reduction initiatives by delivering
an energy awareness campaign; and reducing carbon
emissions related to travel and to our office consumables.
The Risk Committee is responsible for overseeing the
Group’s risk management framework, ensuring that risks
are appropriately identified, managed and mitigated,
and advising the Board on risk appetite, structure and
culture. Climate-related risks have been incorporated
into our Group risk management framework (see section
3 on Risk Management below) and we have assessed
climate-change as an emerging risk to our business,
not a principal risk. The Risk Committee will oversee
our management of climate-related risks in 2022 and
beyond. See pages 90 to 91 for further detail on the
RiskCommittee.
Management’s role and activities
The General Counsel & Company Secretary has
responsibility for leading our climate change agenda,
for embedding our ambition and commitments into the
Group and for managing our policies and practices across
a range of sustainability and ESG matters, including
climate change. The Chief Risk Officer is responsible for
our risk management framework and approach, including
the assessment and management of climate-related risks.
We are embedding the operational management of our
climate-related risks and opportunities into our business
strategy and operations, as well as in our financial
planning and investmentdecisions.
Helping households save money has been at the heart of
Moneysupermarket Group for many years. We recognise
that now we also need to help by mitigating the impact of
the climate crisis on the wider world and our own business.
We consider future climate change to represent physical
risk, including acute impacts resulting from weather events
and chronic impacts stemming from longer-term shifts in
climate like higher temperatures, prolonged heat waves,
and drought, and the transition risk arising from changes
in consumer behaviour, technology and regulation. We
recognise the need to help mitigate the impact of the
climate crisis and acknowledge the growing scientific
consensus that the window to tackle climate change is
rapidly diminishing.
We are evaluating and monitoring the challenges the Group
faces from climate change. We are adopting a climate-
focused mindset, supported by an effective governance
process. We operate a low carbon intensity business, we
neither mine, manufacture nor transport goods and do
not operate in the most immediately susceptible areas.
Therefore, we consider that the Group has relatively limited
exposure to potential direct physical risks, but we recognise
some potential transition risk over the longer term.
The purpose of the TCFD Report is to provide investors
and other stakeholders with a better understanding of
our business’s exposure to climate-related risks, our
strategic resilience to these risks and the climate-related
opportunities we have identified. We have structured this
report in line with the four themes of Governance, Strategy,
Risk Management and Targets and Metrics, as well as
the 11 supporting recommended disclosures from the
Recommendations of the TCFD published in June 2017.
Wehave expanded our disclosures, where possible, to take
account of the TCFD’s additional guidance published in
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Incorporation into Group risk
management framework
Climate-related risks have been
incorporated into our Group risk
management framework and are
identified, classified and assessed
alongside other risks the Group faces.
Seepages 34 to 37 on risk management
in the Group. Climate change risks and
opportunities are reported on a regular
basis to the Executive team and the Board
(see section 1 on Governance above
fordetail).
4. Metrics and Targets
Group metrics and targets
We report on a range of greenhouse
gas emissions and intensity metrics to
understand our impacts and performance
(see page 55 for details). We are actively
working to reduce our emissions
wherever possible. We have moved out
of our energy-intensive data centres and
our London and Manchester offices now
operate on 100% renewable energy tariffs.
We report annually on our carbon
intensity in tCO
2
e per £m revenue. This
previously only included Scopes 1 and
2, as required under environmental
reporting guidance but we have
developed additional key performance
indicators to include our wider impact
from Scope 3 emissions.
We annually report on our kgCO
2
e
per square foot of floor area, as this
is considered to be best indicator of
carbon efficiency across the estate. We
also measure the metric of intensity ratio
of kgCO
2
e per employee. The carbon
intensity ratios per employee and floor
area include emissions resulting from
allscopes.
We are committed to our plan for net
zero emissions by 2030 and have made
a commitment to limit our company’s
carbon footprint in line with keeping
global warming to below 1.5ºC, see pages
3 to 55 for more information on our
Beyond Carbon Neutral status and net
zero plan.
As the sustainability landscape evolves,
we will continue to refine and expand
our disclosures to provide meaningful
information for our stakeholders.
Greenhouse gas (GHG) emissions,
and the related risks
We publicly disclose our Scope 1, Scope
2 and, Scope 3 greenhouse gas (GHG)
emissions alongside our carbon intensity
ratios and details of our carbon offset (see
page 55 for details).
In 2021, we committed to the Science
Based Targets initiative (SBTi) to approve
our science-based targets for Scopes
1, 2 and 3 emissions. For Scope 1 and
2, these include the reduction of GHG
emissions from our own operations to net
zero by 2030 in a bid to limit temperature
increase to 1.5°C. We worked with Delta
Simons to define an ambitious Scope 3
target which requires the reduction of
absolute GHG emissions by 45 percent
by 2030, to align to a well below 2°C
scenario. The methodology for modelling
our emissions has been developed in line
with the accepted international standard
for GHG value chain modelling, the
Greenhouse Gas Protocol. The baseline
year chosen is 1 January to 31 December
2019, as it is representative of our
current activities and was the most recent
year with complete and verifiable data.
Engaging with our third-party suppliers
will be key to delivering this reduction.
Over the next year, we will extend our
strategy of collecting supplier information
and reporting on our progress in reducing
our Scope 3 emissions.
Our TCFD Working Group, chaired by the
General Counsel & Company Secretary,
with representation from Strategy, Risk &
Compliance and Finance was established in
2021 to drive implementation of the TCFD
recommendations and the Group’s wider
climate change strategy. Our employee-led
Green Team is a proactive and passionate
group which devises and implements local
energy-saving and waste reduction initiatives.
2. Strategy
Climate-related risks and
opportunities
We conducted a risk assessment, in
consultation with relevant stakeholders
across all aspects of our business, to identify
climate-related risk and opportunities
over the short, medium and long-term. In
considering this risk assessment, we defined
the following timescales:
• Short term (up to 3 years);
• Medium term (3-8 years); and
• Long term (over 8 years).
When considering climate-related risks, we
have categorised risks into three maintypes:
• Physical risk: Acute – event-driven
risks such as extreme weather events
andflooding;
• Physical risk: Chronic – longer-term shifts
in climate patterns such as sea level rise
or sustained higher temperatures; and
• Transition risk – changes in consumer
behaviour, technology or regulation.
As a low carbon intensity business, we do not
operate in the most immediately susceptible
areas and so we consider that the Group has
relatively limited exposure to potential direct
physical climate-related risks. We consider
some potential transition risk to the Group
over the longer term, including changes in
consumer behaviour in relation to insurance
requirements, car ownership and international
travel. We have assessed the potential impact
from major climate change that could affect
the UK as a whole, for example extreme or
prolonged weather changes that impact UK
energy demand or supply. Climate-related
decisions by providers could also impact
the Group (for example if insurers were to
amend home insurance policies to require
EPC ratings for property or reduce cover in
respectof extreme weather events).
Impact to and resilience of theGroup
To understand the impact on the Group, we
have looked both through the lens of the
physical impacts and potential socioeconomic
developments. Under both scenarios, we
anticipate that our providers would likely
seek to evolve their products e.g. insurance
policies and energy tariffs, in response. We
expect consumers would still seek to engage
with switching sites and seek to compare
products across additional criteria to price.
As a Group we are well placed to deliver the
tools consumers would need to understand
which products provide good value. We have
already adapted our processes to consider
the assessment of value in some of our key
channels in response to the FCA General
Insurance regulation.
Our existing environmental focus will help
to reduce the impact of these risks to our
strategy and business model. For example,
in 2021, we introduced easier search
functionality on MSM for green energy tariffs,
and MSE published substantial new green
content through the year in a series of Green
MoneySaving guides (covering green energy,
green savings bonds, the green homes grant,
and more).
In terms of commercial opportunities and
our influence on consumers, we already
display and allow consumers to perform
focused searches for green energy tariffs in
order to reduce their carbon footprint. As
green products become more available in
other channels, over the short to medium
term, we will act to promote and guide users
to these. We have recently added substantial
content, particularly on MSE, to better guide
consumers in their green choices. We have
also considered whether to help users of
other Group sites better understand their
carbon footprint, for example as it relates
to car mileage or travel; and have also
considered specific commercial initiatives
relating to carbon change. We will continue to
assess consumer demand for such products
to prioritise such initiatives in the future.
Our ‘expand our offer’ strategy to broaden
the Group’s offering should provide
additional diversification enabling us take
advantage of emerging climate-related
opportunities and reducing the impact of
climate-related changes from any particular
area of the Group.
We are carefully building our resilience
assessment. Based on our current analysis
scenarios and initiatives, we expect the
Group to be resilient, but this will remain an
area of ongoing focus. Our climate scenarios
were based on the representative pathways
developed by the Intergovernmental Panel
on Climate Change (IPCC), which show how
the emission of greenhouse gases translates
to increases in average global temperatures.
Whilst the climate outlook shows the UK
is expected to face average temperature
increases between 0.5° to 1° up to 2035, we
undertook a climate-related scenario analysis
exercise to understand the potential impact
that climate changes of 1.5° and 3° could
potentially have on the Group.
3. Risk Management
Identifying, assessing and managing
climate-related risks
Our approach to managing the potential
impact of climate change includes
strengthening our operational resilience
to climate-related risks by reducing our
emissions across our activities. We have
already implemented a number of measures
to reduce our carbon emissions, such as
installing EV charging points for employee
use; moving to a secure pull print system and
installing LED lighting and motion sensors
in our offices. Through our net zero plan we
have identified additional opportunities such
as delivering a carbon emissions awareness
campaign to our employees and moving our
remaining offices to renewable energy tariffs.
We monitor existing and emerging
regulatory requirements related to climate
change to understand the potential impact
and opportunities for our business and
stakeholders, recognising that climate change
regulations could require us to make changes
to our processes or operations, but also that
changes in climate-change regulations could
present opportunities if they result in an
increase in the demand for energy efficiency
products or services.
Stakeholder Engagement and Sustainability continued
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Community
the pandemic with young people struggling with issues,
such as homelessness, job loss and increased poor
mental health. The charity has taken a huge hit to its
income, losing nearly a third of fundraised donations
during this time.
We therefore took the decision to donate a further
£45,000 at the end of 2021 and extend our partnership
until the end of 2022 as we are committed to supporting
the Trust in facing these challenges and improving the
lives of those it helps.
.Community
In 2021 we saw the demand for help from the COVID-19
outbreak increase. Focus from the news outlets was on
children returning to education after the Christmas break
and the lack of computer equipment available to those
having to home-school. Many Moneysupermarket Group
employees reached out to the .Community Employee
Resource Group (ERG) to request funding support
for local neighbourhoods and schools. As a result, we
worked with local schools, UKYouth and the Raspberry
Pi foundation to get 50 local families online and working
with tech equipment and free broadband connections.
The .Community fund has also been used to support
outdoor learning areas and provide learning equipment
and resources for employee-nominated schools. We
used the Company floor briefs and e-newsletter to talk
about the .Community fund, which has led to a higher
engagement with the ERG and has enabled us to donate
much-needed resources to schools local to our Ewloe,
Manchester and London offices. This has resulted in the
greatest geographical distribution of the overall fund
todate.
The .Community ERG was also approached by local
hospital and hospice centres which we in turn supported
in building an outdoor garden space to help with mental
health activities; equipment to make working in PPE
easier during the summer heatwave; and support to
takefamilies out for day trips as part of respite care.
As the rules around the pandemic and social activities
changed, we were approached by several groups looking
to restart their community work after a 12-month break.
We were able to support a wheelchair rugby team
with maintenance items for their kit; helping refurbish
the Deva Boxing Club facilities; and work with Project
Motorhouse to help disadvantaged young people in
EastKent.
Towards the end of 2021 our focus shifted towards the
local food banks that have been hit by extra demand
following an increase in food prices and the end of the
government furlough scheme.
Stakeholder Engagement and Sustainability continued
The MSE Charity
Throughout 2021, MoneySavingExpert
continued to donate funds to the MSE
Charity donating £100,000 over the year.
Rather than engaging in specific projects
itself, the charity offers grants of up to £7,500
to support non-profit organisations, such as
a social enterprise or a registered charity,
with specific money education projects. Help
is given to a range of organisations, from
small grassroots groups to more mainstream
charities, with the maximum annual income
level for an organisation set at £500,000.
Online applications open twice a year.
As the pandemic continued, groups that the
charity support have innovated and adapted
to deliver their financial capability projects
virtually using Zoom, MS Teams, WhatsApp
and YouTube. This has enabled the groups
to reach more vulnerable people, including
those who might be housebound due to
mental health issues, disability or because
they have been shielding.
In February, the charity’s ‘Raising the Next
Generation’ round donated £54,957 to ten
groups. The focus has been on helping
to teach young people financial life skills
to support them in navigating the difficult
economic climate. Four of the groups
supported are working with children in
schools across the country delivering money
workshops. The November grant round
was focused on ‘Life Changing Transitions’,
supporting those who face redundancy,
bereavement, relationship breakdown,
retirement, homelessness, offending or
resettlement. The charity committed just
under £73,000 to 12 projects, which will start
delivering in January 2022.
Further details can be found at
www.msecharity.com
Our aim is to be a force for
good and an active contributor
to our chosen charities and
the communities in which
we operate. We are proud to
have supported numerous
causes with our fundraising
and volunteering initiatives
throughout the year.
The Prince’s Trust
2021 was the third year of our three-year partnership with
The Prince’s Trust which helps young people aged 11-30
get into jobs, education and training. Due to the ongoing
COVID-19 pandemic situation, fundraising was carried out
virtually which proved to be more challenging than before,
but we’re pleased to have remained committed to our
partnership.
Our first initiative of the year was ‘Future Steps’- a virtual
fitness challenge run across the business which engaged
95 colleagues and raised £14,000. Out of 78 corporate
partners, Moneysupermarket Group came third, both in
terms of fundraising and number of steps taken. We also
raised more than £3,000 through our ‘Phones for Futures’
initiative by donating old Company phones to the recycling
scheme. In September, colleagues engaged in another
fitness challenge with ‘Your Palace to Palace’ – cycling,
walking and running various distances which raised nearly
£3,000. In addition, some employees took part in other
challenges, such as ultra runs, raising significant additional
funds and we ended the year with a festive raffle that raised
over £3,000.
Young people continue to face their most challenging times.
This demographic has been disproportionally affected by
CASE STUDY:
Bytes team partnering with Nanny Biscuit
Our Bytes catering team have been working with the Nanny Biscuit charity
throughout the pandemic, providing meals for those in need. Between January
and October 2021 they prepared 26,470 meals for the local community, bringing
the total number of meals to an impressive 44,106.
On average, the team has been making over 100 meals per day, which have been
collected by volunteers for Nanny Biscuit and distributed across Wales, going as
far as Rhyl, Wrexham and Flintshire. In the lead up to St David’s Day the team
stepped up again and joined the ‘Grand Week in Wales’ challenge to combat food
poverty, isolation and loneliness by preparing 1000 meals for the homeless to be
distributed across five days. The team’s efforts have been gratefully received by
Nanny Biscuit, with the donated meals sometimes being the only meal of the day
distributed.
‘This food was an invaluable asset to the homeless and vulnerable
during the pandemic.’
James Hunt, Nanny Biscuit
‘Being able to contribute through these difficult times by putting smiles
on people’s faces and food in their bellies has been so rewarding.
Especially being able to prepare Christmas dinners for the elderly,
vulnerable and homeless. I am looking forward to getting involved
withmore of these activities in the future.’
Shelley Butler, Bytes Team
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We comply with the Non-Financial Reporting requirements contained in sections 414CA and 414CB
of the Companies Act 2006. The below table outlines our position on non-financial matters and
provides signposts to where these issues are addressed in the report
Reporting requirement Policies and Standards which govern our approach Additional information and risk management
Stakeholders Group Data Protection Policy Code of Conduct Stakeholder engagement pages 40 to 45
s172 statement pages 71 to 72
Board activities page 71
Sustainability disclosures pages 46 to 61
Employee engagement page 50
Governance report pages 69 to 79
Audit Committee report pages 84 to 89
Environmental Environmental Policy Sustainability disclosure pages 46 to 61
Employees Code of Conduct
Equal Opportunities and Diversity Policy
Flexible Working – ‘Work Your Way’ Policy
Whistleblowing Framework
Health and Safety Policy Statement
Sustainability disclosure pages 46 to 61
Human Rights Anti-Slavery and Human Trafficking Policy
Code of Conduct
Corporate Governance report
pages 69 to 79
Social Matters Anti-Slavery and Human Trafficking Policy
Volunteering Guide (Time-Off Policy)
Sustainability disclosures pages 46 to 61
Directors’ report pages 107 to 111
Anti-Corruption and Bribery Anti-Bribery Policy
Competition Law Policy
Conflicts of Interest Policy
Hospitality and Gifts Policy
How to Buy Guidelines
See page 63
Principal Risks and Impact on
theBusiness
Risk management pages 34 to 37
Principal risks pages 38 to 39
Business model pages 12 to 13
Risk Committee report pages 90 to 91
Description of Business Model Business model pages 12 to 13
People
At Moneysupermarket Group, we understand that our behaviour, operations and how we treat our employees all have an impact
on the environment and society. We recognise the importance of health and safety and the positive benefits to the Group. The
Group has a Health and Safety Policy which is communicated to all employees through a health and safety handbook, which is
regularly reviewed and updated. Behaving ethically is an essential part of working for our Group, fundamental to how we do business
and vitally important to the reputation and success of our Group. Our Code of Conduct applies to all employees and sets out our
commitment to:
• behave ethically;
• comply with relevant laws and regulations; and
• do the right thing.
Non-Financial
Information Statement
Stakeholder Engagement and Sustainability continued
Human Rights
Our Code of Conduct also confirms that we respect and uphold
internationally proclaimed human rights principles as specified
in the International Labour Organisation’s Declaration on
Fundamental Principles and Rights at Work (‘ILO Convention’) and
the United Nations’ Universal Declaration of Human Rights. In
addition, we have an Anti-Slavery and Human Trafficking Policy for
suppliers and a separate one for employees. Training is provided
to all employees on issues of modern slavery in conjunction
with the Code of Conduct e-learning module. We have a zero-
tolerance approach to modern slavery, are committed to
acting ethically and with integrity in all our business dealings
and relationships, and to implementing and enforcing effective
systems and controls to ensure modern slavery is not taking place
anywhere in our own business or in any of our supply chains. We
publish our Modern Slavery Act Transparency Statement annually
and this, together with previous statements, can be viewed on our
website at http://corporate.moneysupermarket.com.
Anti-Corruption and Anti-Bribery
We also have Anti-Bribery and Anti-Corruption and Competition
Law Policies that incorporate the Group’s key principles and
standards, governing business conduct towards our key
stakeholder groups.
We believe we should treat all of these groups with honesty and
integrity. Our Anti-Bribery Policy is supported by clear guidelines
and processes for giving and accepting gifts and hospitality from
third parties.
Whistleblowing
Our Whistleblowing Policy is supported by an external,
confidential reporting hotline which enables employees of the
Group to raise concerns in confidence. Any reported issues will
be reported to the Audit Committee and, where appropriate,
remedial actions taken.
Tax Policy
Our Group is guided by our purpose to help households
save money. We believe that our business makes a valuable
contribution to UK society and we are proud to have helped
10.0m active users to save an estimated £1.6bn on their
households bills in 2021, by finding a better deal on their
insurance, energy and banking products.
Alongside this, we want to make our contributions to the
communities that our customers live in by paying the right
amount of tax, at the right time. In 2021, we paid £15.6m in
corporation tax and over £43.4m in other taxes (including VAT
and employer’s National Insurance). We are committed to acting
with integrity and transparency in all tax matters. We will not
support proposals to reduce our tax cost through implementing
artificial structures, but we will seek to structure commercial
transactions in an efficient and legitimate way. A copy of our tax
strategy is available at http://corporate.moneysupermarket.com.
Dividend Policy
In determining the level of dividend in any year in accordance
with the policy, the Board also considers a number of other
factors that influence the proposed dividend through its annual
and strategic planning processes and the scenario planning
described below in our viability review section, which includes: the
level of available distributable reserves in the parent company;
future cash commitments and investment needs to sustain the
long-term growth prospects of the business; potential strategic
opportunities; a prudent buffer and the level of dividend cover.
Moneysupermarket.com Group PLC, the parent company
of the Group, is a non-trading investment holding company,
which derives its distributable reserves from dividends paid by
subsidiary companies. The Board reviews the level of distributable
reserves in the parent company biannually, to align with the
proposed interim and final dividend payments. The distributable
reserves of the parent company approximate to the balance
on the profit and loss account reserve, which at 31 December
2021 amounted to £120.4m (2020: £112.1m) (as disclosed in
the Company balance sheet on page 154). The total external
dividends relating to the year ended 31 December 2021 amount
to £62.8m (2020: £62.8m).
The Group is well positioned to continue to fund its dividend,
which is suitably covered by cash generated by the business.
The distributable reserves are sufficient to pay dividends for a
number of years as, when required, the parent company can
receive dividends from its subsidiaries to increase its distributable
reserves. Details on the Group’s continuing viability and going
concern can be found on pages 31 to 32.
The ability of the Board to maintain future dividend policy will
be influenced by a number of the principal risks identified on
pages 38 to 39 that could adversely impact the performance of
theGroup.
The Strategic Report was approved by the Board of Directors and
signed on its behalf by:
Peter Duffy
Chief Executive Officer
16 February 2022
Contents_GEN_PageContents_GEN_Page Contents_GEN_PageL2Contents_GEN_PageL2 Contents Generation – SectionContents Generation – Section
Chair’s Introduction to Governance Governance at a Glance
Dear Shareholder
I am pleased to present the Group’s
corporate governance statement
for 2021
Robin Freestone
Chair
Board focus areas in 2021
• appointment and induction of a new
independent Non-Executive Director;
• oversaw the Group’s continued response to
COVID-19;
• robust assessment of the Group’s strategy and
strategic initiatives;
• monitored and reviewed the Group’s emerging
and principal risks;
• reviewed the Group’s Diversity and Inclusion
strategy;
• assessment of environmental initiatives,
including progress made against the plan to
become net zero by 2030;
• approved the acquisition of the remaining
share capital in CYTI
• approved the merger of Travelsupermarket and
icelolly.com, creating the Ice Travel Group; and
• approved the acquisition of Quidco.
As a Board, we aim to maintain a governance structure which provides effective
control and oversight of the Group, while promoting the entrepreneurial spirit which
has been central to the Group’s success in helping households save money. In this
report we describe how our purpose, values and strategy are aligned with our culture
and how we consider all our stakeholders in key decisions.
UK Corporate Governance Code
In our Corporate Governance Report on pages 69 to 79, we aim to provide a clear
and meaningful explanation of how we as a Board lead the Group and discharge our
governance duties. It also outlines the governance initiatives we have undertaken
during the year. In reviewing our Board’s effectiveness, we have taken into account
the Financial Reporting Council’s 2018 Guidance on Board Effectiveness and applied
its guidance where appropriate. Our statement of compliance with the 2018 UK
Corporate Governance Code is set out on page 70.
The Board also reviewed its governance framework to ensure it remains fit for
purpose and continues to be compliant with the SM&CR.
Purpose and culture
The cultural tone of the business begins in the Boardroom. Our purpose of helping
households save money is enabled by the behaviours that are embedded into our
business and is aligned with our strategy. Together, these help to create a culture
which optimises performance and delivers long-term results.
The Board endeavours to promote integrity and diversity of thought at all levels of
the Group. We are committed to developing a diverse workforce and an inclusive
working environment. This commitment is demonstrated in the implementation of
our Diversity and Inclusion initiatives, including our commitment to the Race Equity
atWork Charter.
Further details on our culture, purpose and values can be found in our Strategic
Report on pages 2 to 63.
Board changes
We continue to operate a clear line of distinction between management, led by
the CEO, who are responsible for the day-to-day running of the business, and the
Board, acting under my leadership. The Board provides constructive challenge to
management, an open culture and active debate, focused on creating and preserving
value for our stakeholders.
As described in my Chair Statement on page 6, we were delighted to welcome Lesley
Jones who joined the Board as a Non-Executive Director in September 2021. Lesley
is a valuable addition and complements the diverse backgrounds andexperience of
our Board.
Also, as previously notified, Sally James after completing a nine-year tenure, has
decided to step down as a Non-Executive Director at the conclusion of the Annual
General Meeting on 5 May 2022. Sally is also the Chair of the Risk Committee and the
Senior Independent Director. I would like to take this opportunity to thank Sally for
her valued support and her excellent contribution over the years.
I am pleased to announce that following Sally’s departure and subject to regulatory
approvals, Lesley Jones will take over the role of Chair of the Risk Committee and
Caroline Britton will take on the role of Senior Independent Director.
Looking forward
We will continue as a Board to maintain our high standards of corporate
governance across the Group, underpinning the delivery of our strategy and our
purpose. Over the next 12 months we will also continue to focus on delivering our
social and environmental commitments, as well as the continued engagement of
our employees and implementation of our Diversity and Inclusion strategy.
Robin Freestone
Chair
16 February 2022
Board changes
The Board spent a significant amount of
time considering succession planning during
the year. Lesley Jones joined the Board as
an independent Non-Executive Director on
1September, following a formal, rigorous
and transparent selection process in
accordance with the Board’s Diversity Policy.
Company secretary change
Following Katherine Bellau’s decision to step
down as Company Secretary, the Board
approved the appointment of Alice Rivers as
Interim Company Secretary with effect from
16 December 2021.
Governance improvements
• dedicated Board session reviewing risk
management processes, including risk
tolerances of the Group;
• reviewed the organisational structure
of the Executive team; promoting the
following individuals to the Executive
team: General Manager, Money; General
Manager, Insurance; General Manager,
Home Services; and Chief Risk Officer;
• implementation of the Group’s Future of
Work, outlining three types of workers:
‘On-site On-demand’ ‘Hybrid Flexers’ and
‘Remote Regulars’;
• implementation of governance controls
in relation to climate change and
environmental initiatives; and
• updated and approved the Matters
Reserved for the Board and the Board
Committees’ Terms of Reference.
Major Board decisions
• Decision to pay interim dividend and
recommend final dividend
• Net zero and carbon reduction strategy
• Acquisition of remaining share capital
inCYTI
• Merger of Travelsupermarket and icelolly.
com, creating Ice Travel Group
• Acquisition of Quidco
Read more in the Sustainability
Report on pages 46 to 61
Read more in the Nomination
Committee Report on pages 80 to 83
Read more in the Key Activities of the
Board on page 71
94%
11.71p
67%
71%
11%
3.4
Ethnic minority representation on
ourBoard
Employee diversity and inclusion
score for 2021
■ Female ■ Male■ Attendance ■ Non-attendance ■ Ethnic minority
Female representation on our BoardBoard meeting attendance in 2021
Dividend per share in 2021 Glassdoor rating for 2021 (out of 5)
Annual Report and Accounts 2021
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Moneysupermarket.com Group PLC
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Strategic Report Governance Financial Statements
Contents_GEN_PageContents_GEN_Page Contents_GEN_PageL2Contents_GEN_PageL2 Contents Generation – SectionContents Generation – Section
Board of Directors
Who we are
Our Board
members
Selection process
During the year, we welcomed Lesley Jones to the
Board. The Company has a formal, rigorous and
transparent selection process for the appointment
of new Directors. The Nomination Committee
is responsible for identifying and nominating all
Board candidates and, before any appointment
is made, evaluates the mix of skills, experience,
knowledge and diversity to ensure the correct
balance is maintained.
Induction and onboarding
On joining the Board, it is the responsibility of the
Chair and Company Secretary to ensure that all
newly appointed Directors receive a full and formal
induction, which is tailored to their individual
needs. The induction programme includes a
comprehensive overview of the Group, dedicated
time with the Directors and Senior Management,
as well as guidance on the duties, responsibilities
and liabilities as a Director of a listed company.
Further information on both the selection process
and induction programmes for Lesley is on pages
66 and 75.
Scilla Grimble
Chief Financial Officer
Term of Office: Scilla was appointed to the
Board as Chief Financial Officer in February
2019.
Independent: Not applicable.
Skills and Experience: Scilla has a strong
financial background and extensive consumer
experience. She was formerly Director of
Group Finance and Interim Chief Financial
Officer at Marks and Spencer Group PLC
(2016 to 2018). Scilla previously held senior
finance roles at Tesco PLC and was a
managing director at UBS Investment Bank.
Scilla is a qualified chartered accountant,
having trained and qualified with PwC.
External Appointments: Scilla is a Non-
Executive Director of Taylor Wimpey plc where
she is a member of the Audit Committee and
the Nomination and Governance Committee.
Sally James
Senior Independent Non-Executive
Director
Committees
A N
Ri
Re
Term of Office: Sally was appointed to
the Board as a Non-Executive Director in
April 2013 and became Senior Independent
Director in May 2017.
Independent: Yes.
Skills and Experience: Sally has experience
in the financial services sector having been a
Non-Executive Director of UBS Limited (2009
to 2015) and before that she held a number
of senior legal roles in investment banks in
London and Chicago, including Managing
Director and EMEA General Counsel at UBS
Investment Bank from 2001 to 2008.
External Appointments: Sally is a Non-
Executive Director of Hermes Fund Managers
Limited and a Non-Executive Director of Bank
of America Europe D.A.C.
Peter Duffy
Chief Executive Officer
Term of Office: Peter was appointed to
the Board as Chief Executive Officer in
September2020.
Independent: Not applicable.
Skills and Experience: Peter has extensive
experience in digital businesses and a
dynamic leadership style. He was previously
CEO of Just Eat and before that was Chief
Commercial Officer at easyJet and Marketing
Director of Audi UK. Peter started his career
in banking, holding positions with Barclays,
Yorkshire Bank and TSB.
External Appointments: Peter is a
Non-Executive Director of Close Brothers
Group plc, where he is a member of the Risk
Committee and Remuneration Committee.
Hecurrently President of ISBA – the UK trade
body for leading British advertisers.
Robin Freestone
Chair of the Board
Committees
N
Term of Office: Robin was appointed to the
Board as a Non-Executive Director in August
2015 and became Chair of the Board in
May2019.
Independent: On appointment.
Skills and Experience: Robin has
transformation and diversification experience
within leading global and digital businesses.
He was Chief Financial Officer of Pearson
PLC from 2006 to 2015, and Deputy Chief
Financial Officer prior to that. Robin has also
held a number of senior financial positions
at Amersham plc (2000 to 2004), Henkel Ltd
(1995 to 2000) and ICI plc (1984 to 1995).
External Appointments: Robin is the Senior
Independent Director of Smith & Nephew
plc and Lead Director of Capri Holdings
(formerly Michael Kors Holdings Limited) and
Non-Executive Director and Chair of the Audit
and Risk Committee of Aston Martin Lagonda
Global Holdings plc. He sits on the advisory
board to the ICAEW’s Financial Reporting
Committee and also chairs the ICAEW’s
Corporate Governance Committee.
Sarah Warby
Non-Executive Director and Non-
Executive Director Employee Champion
Committees
Ri
A N Re
Term of Office: Appointed to the Board as a
Non-Executive Director in June 2018.
Independent: Yes.
Skills and Experience: Sarah has experience
of building valuable brands across consumer
sectors. She was previously Chief Executive
Officer of Lovehoney and before that, Chief
Growth Officer of HyperJar Ltd. Prior to
that, Sarah was Chief Marketing Officer at
J Sainsbury plc and Marketing Director of
Heineken UK. She is a fellow of the Marketing
Society and Marketing Academy and an
adviser to the Museum of Brands.
External Appointments: Sarah is Chief
Customer Officer at Nando’s UK&I.
James Bilefield
Non-Executive Director
Committees
ReRi
A N
Term of Office: Appointed to the Board as a
Non-Executive Director in May 2020.
Independent: Yes.
Skills and Experience: James has served as
a member of the Remuneration Committee of
Stagecoach Group plc since 2016. James was
previously Non-Executive Chair of Cruise.co
and Ticketscript. During his executive career,
James held senior roles at Condé Nast, OpenX,
Skype, Yahoo! and JP Morgan Chase.
External Appointments: Chair of SThree
plc and Non-Executive Director of Stagecoach
Group plc.
Alice Rivers
Interim Company Secretary
Term of Office: Alice was appointed Interim
Company Secretary on 16 December 2021.
Skills and Experience: Alice has held a
number of governance roles, including
Company Secretary of esure Group plc, Logica
plc and Man Group plc. She has over 30 years
governance experience, is an FCG of the
Chartered Governance Institute and holds an
MSc in Corporate Governance.
External Appointments: None.
Caroline Britton
Independent Non-Executive Director
Committees
A
Ri
Re
Term of Office: Caroline was appointed
to the Board as a Non-Executive Director in
September 2019.
Independent: Yes.
Skills and Experience: Caroline has a strong
financial background, retiring as audit partner
at Deloitte LLP after 30 years of service (2000
to 2018 as audit partner). Caroline is an FCA
of the Institute of Chartered Accountants
in England and Wales and holds an MA in
Economics from Cambridge University.
External Appointments: Caroline is a Non-
Executive Director of Sirius Real Estate Limited
where she is chair of the Audit Committee
and a member of the Nomination Committee.
Caroline is also a Non-Executive Director
of Revolut Limited where she is chair of the
Audit Committee and a member of the Risk,
Remuneration and Nomination committees
and of the Supervisory Council of Revolut Bank
UAB; a member of the Audit, Finance, Risk
and Investment Committee of Make-A-Wish
International and a Trustee of the Royal
OperaHouse.
N
Supriya Uchil
Non-Executive Director
Committees
Ri
A N Re
Term of Office: Appointed to the Board as
aNon-Executive Director in March 2020.
Independent: Yes.
Skills and Experience: Supriya is the
product-focused Non-Executive Director of
Bloom&Wild.com, an online European florist.
She is the chair of the Ounass Advisory Board,
a luxury e-commerce start-up in the GCC.
Previously she was the Chief Product Officer of
Booking Go, part of Booking Holdings Inc and
prior to that held senior roles at Amazon.com.
External Appointments: Supriya is a
Non-Executive Director of Bloom & Wild,
Non-Executive Director for Ounass and Chair
of the Advisory Board for Ounass and CEO of
Accelerate Product Ltd.
Lesley Jones
Non-Executive Director
Committees
Ri
A N
Term of Office: Appointed to the Board as a
Non-Executive Director in September 2021.
Independent: Yes
Skills and Experience: Lesley was previously
a Non-Executive Director of N Brown Group
plc, ReAssure Group plc (where she chaired
the Risk Committee) and Northern Bank
Limited. Lesley started her career at Citigroup
Inc. where she held a number of senior roles
in relationship and risk management over a
period of 30 years. She then spent over five
years at RBS Group plc as Group Chief Credit
Officer where she rebalanced the Group’s
credit risk appetite, established a market
leading credit function and led their Credit
Quality Assurance function.
External Appointments: Chair of Sainsbury’s
Bank and Non-Executive Director of Close
Brothers Group plc and Moody’s Investors
Services Limited.
Read about Board employee
engagement on page 79
Read about key Board activities
on page 71
Read about Board roles and
responsibilities on pages 73 to 74
Committee Membership
A
Audit Committee
N
Nomination Committee
Ri
Risk Committee
Re
Remuneration Committee
Denotes Chair
Annual Report and Accounts 2021
66
Moneysupermarket.com Group PLC
67
Strategic Report Governance Financial Statements
Contents_GEN_PageContents_GEN_Page Contents_GEN_PageL2Contents_GEN_PageL2 Contents Generation – SectionContents Generation – Section
Governance Framework Corporate Governance Statement
The Board
The Board is responsible for the long-term sustainable success of the Group, with the overall aim of delivering shareholder value.
Principally, we achieve this through:
• setting and monitoring strategy and ensuring the necessary resources are in place;
• providing entrepreneurial leadership within an effective risk management framework and internal control system; and
• reviewing management’s performance.
CEO and Executive Team
Responsibility for the development and implementation of the Group’s strategy and overall commercial objectives rests with the CEO,
supported by the Executive team and Senior Leadership Group. The Executive team is responsible for day-to-day operations, for
delivering results and for driving growth, ensuring this is done in a sustainable and ethical manner.
Audit Committee
Risk Committee
Remuneration Committee
Nomination Committee
The Audit Committee is
responsible for ensuring
appropriate challenge and
governance of accounting
treatment and the internal
control environment and
ensuring that the Annual
Report as a whole is fair,
balanced and understandable.
The Risk Committee is
responsible for overseeing
the Group’s risk management
framework, ensuring that risks
are appropriately identified,
managed and mitigated, and
advising the Board on risk
appetite, structure and culture.
The Remuneration Committee’s
key responsibility is to
determine and apply the
Remuneration Policy to ensure
that it promotes the delivery
of our strategy and the long-
term sustainable success of
theGroup.
The Nomination Committee
is responsible for reviewing
the Board’s size, structure
and composition, including
the recommendation of
appointments to the Board,
succession planning and
development plans for the
Board and overseeing the
Group’s diversity plans.
The Board
Pages 66 to 67
Key Board Activities
Pages 71 to 72
Division of Responsibilities
Pages 73 to 74
Audit
Committee report
Pages 84 to 89
Risk
Committee report
Pages 90 to 91
Remuneration
Committee report
Pages 93 to 106
Nomination
Committee report
Pages 80 to 83
Strategy
The Board is responsible for delivering value
for shareholders by setting the Group’s
strategy and overseeing its implementation
by the Executive Team and members of the
Senior Leadership Group. High standards
of corporate governance are critical to this,
together with effective decision making that
creates sustainable long-term value for the
mutual benefit of all of our stakeholders.
Further information on the delivery of our
strategy is on pages 14 to 17.
Responsibility for the development and
implementation of the strategy and overall
strategic initiatives sits with the CEO who is
supported by senior management.
The Board undertook a review of the Group’s
strategy at a number of meetings attended
by the Board and senior management, where
it received presentations on the strategies
for the business and functional areas, as well
as a review of the overall strategy. The Board
also receives regular in-depth updates on
progress against strategic initiatives.
Stakeholder engagement
The success of the Group’s strategy is
reliant on stakeholder engagement. The
Board is focused on driving long-term
sustainable performance for the benefit
of our customers, shareholders and wider
stakeholders. The Board does not seek to
balance the interests of the Company and
those of stakeholders. Instead, it considers
all the relevant factors and chooses the
course of action which is most likely to lead
to the Group’s long-term success. Further
information on how the Group engages
with its stakeholders and the Group’s s.172
statement can be found on pages 71 to 72.
Shareholder engagement
The Board actively seeks and encourages
engagement with major institutional
shareholders and other stakeholders. The
CEO and CFO regularly meet with analysts
and institutional shareholders to keep them
informed of significant developments and
to develop an understanding of their views
which are then discussed with the Board.
During 2021 the Investor Relations team
conducted over 120 meetings with potential
and current investors, attended six investor
conferences, meeting a broad range of
investors in a mixture of group and one-to-
one contexts. They also met with 16 of our
top investors, some on multiple occasions.
Formal presentations are given to analysts
and shareholders covering the full-year and
half-year results, and briefings are also given
on quarterly trading. Virtual roadshows
were attended by the CEO and CFO during
the year to meet with our material and
prospective UK, European and US investors.
The Group also seeks to maintain a dialogue
with various bodies which monitor the
Group’s Company’s governance policies and
procedures. The Investor Relations Director
generally deals with ad hoc queries from
individual shareholders.
The Chair initiates contact with major
shareholders after the Annual Report
and Accounts is published to invite them
to engage prior to the Annual General
Meeting. It is also an opportunity to discuss
important matters such as our strategy. The
Remuneration Committee Chair also engages
in discussion with shareholders on significant
matters relating to executive remuneration,
in particular any amendments or material
changes to our remuneration policy. Our
Senior Independent Non-Executive Director
is available to shareholders if they have
concerns which contact through the normal
channels of the Chair, the CEO or the CFO
has failed to resolve, or for which such
contact is inappropriate.
All Directors receive formal reports
and briefings during the year about the
Company’s Investor Relations programme.
Directors also receive detailed feedback
obtained by the Company’s brokers after
meetings, allowing them to develop an
understanding of the views of major
shareholders. External analysts’ reports
on the Group are circulated to Directors
on a regular basis. The Directors also
receive investor feedback reports on
quarterlyresults.
Annual General Meeting (‘AGM’)
Our 2021 AGM was held on 13 May 2021 at
which shareholders representing c.80% of
the Company’s issued share capital voted.
We were delighted to receive in excess of
88% votes in favour for all of our resolutions.
In response to COVID-19, and in line with
Government guidelines on the restriction
on gatherings of more than six people
in public, the AGM was held as a closed
meeting, with a quorum of two shareholders.
Shareholders were given the opportunity to
submit questions to the Board ahead of the
AGM and a Q&A session was recorded and
published on our corporate website.
Number of Board meetings
8
Allocation of time
Board Leadership
and Company Purpose
21% Business Performance
31% Strategy
10% Finance and
Investor Relations
6% Leadership
and employees
31% Governance and
Risk Management
1% Miscellaneous
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Contents_GEN_PageContents_GEN_Page Contents_GEN_PageL2Contents_GEN_PageL2 Contents Generation – SectionContents Generation – Section
Corporate Governance Statement continued
Key Board activities
Strategy
• oversaw the Group’s continued response
to COVID-19;
• undertook a review of the Group’s
strategy at a number of meetings
attended by the Board and senior
management, including a one-day
strategy meeting at which we reviewed
and discussed:
– the strategic landscape in which the
Group operates;
– the Group’s financial outlook;
– compelling customer propositions;
– expanding the Group’s offer.
• approved acquisition of remaining share
capital in CYTI;
• reviewed the Group’s plans against the
Board’s risk appetite to ensure that our
ambitions for the business are aligned
with our ability to manage risk;
• considered alternative ownership options
and defence strategies;
• reviewed various business development
and investment opportunities, including
the acquisition of Quidco and the
merger of TravelSupermarket into
theIceTravelGroup;
• held ‘deep-dives’ at our Board meetings
into various aspects of the business
including our data infrastructure, cyber
security, third-party risk management
andour strategic priorities;
• approved the Group’s net zero strategy
and carbon reduction plans; and
• considered the risks and opportunities
faced by the Group in response to
climatechange.
Governance and risk management
• reviewed and revised our annual
programme of business for the Board
and each of the Committees, tailoring
the deep dives to reflect our strategic
priorities;
• progressed the actions from the 2020
external Board evaluation process and
conducted an internal Board evaluation
process, details of which are on page 77;
• reviewed our governance framework to
ensure it remains fit for purpose and
compliant with SM&CR;
• considered whistleblowing processes
throughout the Group and received a
whistleblowing update;
• oversaw the implementation of upgrades
to our cyber and data security capabilities;
• reviewed our application and compliance
of the Code including receiving a
stakeholder engagement update and
reviewing our wider engagement
mechanisms;
• considered, discussed and revised
the Principal Risks and uncertainties,
identifying emerging risks which could
impact the Group;
• reviewed the effectiveness of our internal
control and risk management processes;
and
• received an update on environmental and
climate change legislation.
Leadership and employees
• reappointed Sarah Warby as our Non-
Executive Director Employee Champion
and approved an enhanced programme
of engagement activities with employees;
• appointed Lesley Jones as Chair of the
Risk Committee and Caroline Britton as
Senior Independent Director (subject to
regulatory approval);
• reviewed the organisational structure
of the Executive team; promoting the
following individuals to the Executive
Team: General Manager, Money; General
Manager; Insurance; General Manager,
Home Services; and the Chief Risk Officer;
• received ‘Employee Voice Updates’
as a standing Board agenda item for
everymeeting;
• received updates on the Group’s
people and culture, organisational
structure, diversity, talent management
and employee engagement including
reviewing results of employee surveys
and feedback from the various
employee focus groups (diversity and
inclusion, mental health awareness and
environmental matters);
• implemented a new hybrid “Future of
Work” hybrid working model.
Finance and investor relations
• approved the annual budget and long
term plan;
• approved audited financial statements for
the year ended 31 December 2021;
• received reports and updates at each
meeting on investor relations activities;
• reviewed capital allocation options
including approving the interim dividend,
recommending the final dividend to
shareholders, obtaining £50m bank loan
to fund the acquisition of Quidco, and
approval of extension of the Group’s RCF
to 2024; and
• received updates on the finance data
programme.
Business performance
• reviewed the strategic and operational
performance of each of our businesses;
• reviewed market and trading updates and
considered Group financial performance
against budget and forecast; and
• agreed Group OKRs and KPIs for 2021
onwards which are aligned with the
Group’s strategic priorities.
s.172: How we bring the stakeholder
voice into the Boardroom
• The Board receives a paper in each
Board pack reminding them of their s.172
and other Directors’ duties and having
regard to the Group’s stakeholders when
makingdecisions;
• The Board receives biannual updates
from the Chief People Officer on people,
culture, diversity, talent and engagement;
• ‘Employee Voice Update’ is a standing
agenda item and our NED Employee
Champion, Sarah Warby, provides
feedback on engagement sessions for
further discussion by the Board;
• At the annual strategy meeting between
the Board and Executive Team, potential
impacts to stakeholders are discussed
and considered, when deciding and
agreeing on strategic initiatives;
• Members of the Board and the Executive
Team meet with major shareholders and
feedback is shared with the wider Board;
• Provider feedback is received through
business updates given to the Board
during the year;
• Customer and user updates are provided
to the Board by the senior management
team on a regular basis;
• Key advisers attend and contribute to
Board and Committee meetings; and
• Regulatory updates are provided to the
Risk Committee and, where appropriate,
to the whole Board, including direct
interaction with the FCA and other
regulatory bodies.
2021 Board attendance
Board members
Meeting
attendance
Robin Freestone 8/8
Scilla Grimble 8/8
Caroline Britton 8/8
Sally James 8/8
Sarah Warby 7/8
Supriya Uchil 7/8
James Bilefield 7/8
Peter Duffy 8/8
Lesley Jones
1
2/3
1 Lesley Jones joined the Board in September 2021.
Ad hoc conference calls and Committee meetings were also convened to deal with specific matters which required attention between
scheduled meetings.
Compliance with the 2018 UK Corporate Governance Code
The primary responsibility of the Board in complying with the 2018 UK Corporate Governance Code (the ‘Code’) is to provide effective,
entrepreneurial leadership to ensure that it promotes the long-term success of the Company for the benefit of its members as a whole.
During the year ended 31 December 2021, we have been compliant with the provisions and principles contained in the Code. The table below
shows where shareholders can evaluate how the Company has applied the principles of the Code and where key content can be found in
thisreport.
The Financial Reporting Council (‘FRC’) is responsible for the publication and periodic review of the UK Corporate Governance Code, and this
can be found on the FRC website www.frc.org.uk.
Section Further information
Board Leadership and Company Purpose
The cultural tone of the business begins in the Boardroom. The
Board has established a clear purpose, set of values and strategy,
taking into account the interests of our wider stakeholders. The right
resources, structures and processes are in place to ensure that
these are implemented throughout the Group.
Business model – pages 12 to 13
Risk management report – pages 34 to 37
Shareholder engagement – pages 71 to 72, 69
Workforce engagement – pages 71 to 72, 79
Division and Responsibilities
The respective roles and responsibilities of the Executive and Non-
Executive Directors are clear and consistently applied, providing for
effective and constructive dialogue and clear accountability.
Board of Directors – pages 66 to 67
Division of responsibilities – pages 73 to 74
Nomination Committee report – pages 80 to 83
Composition, Succession and Evaluation
The Group has a strong Board with a balance of skills, experience,
knowledge and diversity. The appointment process is rigorous and
carefully applied, with annual evaluation keeping the effectiveness of
the Board and its Committees under regular review.
Nomination Committee report – pages 80 to 83
Board skills and experience – page 76
Board evaluation – pages 76 to 78
Audit, Risk and Internal Control
The Board has established clear processes and procedures to
ensure that risks are carefully identified, monitored and mitigated
against and then reported externally in an open and transparent
manner. This helps ensure that the Company’s financial statements
are fair, balanced and understandable. Effective risk management is
critical to achieving our strategy.
Risk management report – pages 34 to 37
Audit Committee report – pages 84 to 89
Risk Committee report – pages 90 to 91
Remuneration
Remuneration supports the Company’s strategy and is appropriate
to the size, nature, complexity and ambitions of the business. The
Board aims to report in a clear manner, demonstrating that pay,
performance and wider interests are aligned.
Business model – pages 12 to 13
Remuneration Committee report – pages 93 to 106
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Corporate Governance Statement continued
Division of responsibilities
Roles and responsibilities
Board members have clearly defined roles
and responsibilities, as set out in the table
below. As set out in their biographies on
pages 73 to 74, each member of the Board
has a range of skills and experience that
is relevant to the successful operation of
theGroup.
Independence of Non-Executive
Directors
The Nomination Committee reviews the
independence of the Non-Executive
Directors annually and has confirmed to
the Board that it considers each of the
Chair and the Non-Executive Directors to be
independent in accordance with the Code.
Time commitment
All Non-Executive Directors are required
to devote sufficient time to meet their
Board responsibilities and demonstrate
commitment to their role. During the year,
the Nomination Committee considered the
time commitment of all the Directors and
agreed that the required time commitment
from them is still appropriate.
External appointments
In accordance with the Code, full Board
approval is sought prior to a Director
accepting an external appointment. Prior to
the approval of any external appointments,
the Board considers the time commitment
required by Directors to perform their duties
effectively. As part of the selection process
for any new Board candidates, any significant
time commitments are considered before an
appointment is agreed.
Access to advice
Should any Director judge it necessary
to seek independent legal advice about
the performance of their duties with the
Company, they are entitled to do so at the
Company’s expense. All Directors have
access to the advice and services of the
Company Secretary.
Roles and responsibilities table
Role Name Responsibility
Chair Robin
Freestone
• leading the Board and ensuring its effectiveness in all aspects of its role;
• promoting the highest standards of corporate governance;
• facilitating effective contribution of Non-Executive Directors and encouraging active
engagement by all Directors, with the appropriate level of challenge by all Directors;
• ensuring the Board receives accurate, timely and clear information and is consulted
on all matters important to it;
• ensuring the Board considers the interests of stakeholders and reviews
mechanisms for engagement with stakeholders; and
• ensuring the Company maintains effective communication with shareholders and
communicating their views to the Board.
CEO Peter Duffy • leading the performance and management of the Group;
• proposing strategies, business plans and policies to the Board;
• ensuring effective implementation of the Board’s decisions;
• maintaining an effective framework of internal controls and risk management; and
• leading, motivating and monitoring performance of the Company’s executive
management, and focusing on succession planning for the executive management.
CFO Scilla Grimble • supporting the CEO in developing and implementing strategy;
• overseeing the day-to-day financial activities of the Group; and
• together with the CEO, ensuring that policies and practices set by the Board are
adopted at all levels of the Group.
Senior Independent
Director
Sally James • meeting with the Company’s shareholders and representative bodies when
requested and, if necessary, discussing matters with them where it would be
inappropriate for those discussions to take place with either the Chair or the CEO;
• acting as a sounding board for the Chair and as an intermediary for the other
Directors when necessary; and
• leading the annual appraisal and review of the Chair’s performance.
Non-Executive Directors James Bilefield
Caroline Britton
Lesley Jones
Supriya Uchil
Sarah Warby
Sally James
• bringing external perspective, independent judgement and objectivity to the Board’s
deliberations and decision making; and
• constructively challenging the Executive Directors and senior management team
and helping develop proposals on strategy.
s.172 of the Companies Act 2006 Our approach
Long-term decision-making
(s.172 (a))
The Board delegates day-to-day
management and decision making to its
senior management whilst maintaining
oversight of the Company’s performance,
and reserves to itself specific matters
for approval, including the strategic
direction of the Group, M&A activity and
entering into material contracts above
setthresholds.
In 2021 the Board:
• Received presentations on specific business areas and through ongoing discussion with
members of senior management, determined strategic priorities and the development of
robust supporting operating plans;
• Agreed the Group’s principal risks, considered emerging risks and received regular
risk management and internal control reviews throughout the year, including specific
consideration of risks arising from COVID-19, regulatory changes and the energy market;
• Set annual budgets and capital allocation and oversaw business performance against
targets, enabling the Board to confirm the going concern statement and the Group’s
longer-term viability.
Employee interests (s.172(b))
The success of the Group depends upon
a highly skilled and motivated workforce,
and an entrepreneurial and innovative
culture, set within structures that provide
fairness for all.
In 2021, the Board:
• Received updates from the NED Employee Champion on employee engagement;
• Expanded the virtual employee engagement mechanisms which had been implemented in
2020 to respond to the move to hybrid working;
• Received the results of the employee engagement and microaggressions surveys;
• Assessed progress against the Group’s Diversity and Inclusion Strategy, including the
implementation of the Group’s commitment to the Race Equity at Work Charter;
• Approved a new hybrid model of working for employees;
• Reviewed succession planning across the Group to ensure that both short-term and
long-term interests are aligned between all stakeholder groups and the Company’s values
andculture.
Relations with external parties
(s.172(c))
The Group works with a significant number
and variety of customers, suppliers,
providers and other third parties. It is of
great importance that relations with those
parties are appropriate.
In 2021, the Board:
• Regularly considered the marketplaces within which the Group’s customers operate and
the challenges they face, and opportunities available. This helped shape the way in which
resources were allocated in order to ensure that the Group was well-positioned to meet
the needs of its third parties.
Community and environment
(s.172(d))
The Group seeks to ensure that it
provides a positive contribution to the
communities in which it operates and to
the environment.
In 2021 the Board:
• Continued its support of The Prince’s Trust in addition to supporting local charities;
• Approved a net zero strategy for the Group whilst continuing to remain Beyond Carbon
Neutral, offsetting 150% of the Group’s 2020 carbon emissions
• Ensured compliance with the requirements of the TCFD, receiving regular updates
throughout the year;
• Approved several environmental initiatives including the Carbon Disclosure Project,
the Science Based Targets initiative and becoming a founder member of the Tech
Zerotaskforce.
Reputation for high standards of
business conduct (s.172(e))
The Board is responsible for developing a
corporate culture across the Group that
promotes integrity and transparency.
It has established a comprehensive
corporate governance framework and
approves policies and procedures which
promote corporate responsibility and
ethical behaviour.
In 2021 the Board:
• Received regular reports from the Chief Risk Officer designed to strengthen governance
and compliance, and the identification and management of existing and emerging risks;
• Received regular governance updates and training on key areas of law and regulation;
• Approved the Group’s Modern Slavery Act Statement, describing the steps it had taken
toensure that slavery and human trafficking were not taking place;
• Reviewed the Group’s implementation of the 2018 UK Corporate Governance Code,
ensuring that the Group continued to remain compliant with the Code.
Acting fairly as between members
of the Company (s.172(f))
The Board aims to understand the views
of shareholders and to always act in their
best interests.
In 2021 the Board:
• Maintained close relations with its main shareholders through regular dialogue, both after
the publication of full-year and half-year results;
• Recommended a final dividend payment be paid to shareholders;
• Received Investor Relations updates at every Board meeting and direct feedback from
investors during specific consultation exercises and on publication of trading results
andupdates.
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Corporate Governance Statement continued
the Group seeks to understand its key risks
and manage them within our risk appetite.
Twice a year the Group’s Principal Risks and
the Group Risk Appetite Framework and
Statement are reviewed by the Board. During
these reviews, the Board takes account of
the significance of any environmental, social
and governance matters to the business of
the Group, ensuring any related risks and
associated mitigation have been identified.
The risk register is a key element in our risk
management framework and is used in the
assessment and reporting of key risks being
managed by the Group. Senior management
work alongside the Risk & Compliance
function to ensure the risk register
incorporates any new risks and movements
in risks. The risk register is managed by the
Risk & Compliance function, risks and internal
controls are owned by a member of the
Executive team who is responsible for the
ongoing effectiveness assessment and the
delivery of mitigating actions. Robust risk and
control assessments are regularly carried out
across all areas of the business, in order to
understand the strength and performance
of the controls in place, and potential
gaps and weaknesses. The results of risk
register assessments together with risks
identified through other tools within our Risk
Management framework, including findings
from Internal Audit and Risk & Compliance
monitoring are reviewed on a regular basis
by the Risk Committee.
The Risk & Compliance function provides
challenge to the Executive Team in their
assessment and management of risks with
particular focus on the actions being taken to
reduce risk. Reporting to the Executive team
and Risk Committee provides clear visibility of
the most significant risks, identifies areas of
concern and/or priority, analyses root cause
and identifies underlying trends. Reporting
to the Risk Committee enables the Directors
to have clear visibility of the most significant
risks; identify areas of concern and/or
priority; and ensure actions to potentially
mitigate the impact of new risks are taken in
a timely manner.
Process for review of effectiveness
The Risk Committee is responsible for
reviewing the effectiveness of the systems of
internal controls. The steps it takes in relation
to the review are set out on page 74. The
Risk Committee makes a recommendation to
the Board on effectiveness, which the Board
considers, in forming its own view on the
effectiveness of the risk management and
internal controlsystems.
During 2021, the Chief Risk Officer was
promoted to the Executive Team, reflecting
the importance of internal control and risk
management processes to the Group. A
review of the effectiveness of the Group’s risk
management and internal control systems
was undertaken in 2021. We confirm that the
processes outlined above and on page 86
have been in place for the year under review
and up to the date of approval of this Annual
Report, and that these processes accord
with the 2018 Corporate Governance Code
and the FRC Guidance on Risk Management,
Internal Control and Related Financial
and Business Reporting (September 2016
version). We have strengthened and expect
to continue to embed enhanced controls in
respect of cyber security and data privacy. A
summary of actions we have taken in 2021
is set out in the Risk Committee Report on
pages 90 to 91. The Board has carried out
a robust assessment of the emerging and
Principal Risks facing the Group, including
those that would threaten its business
model, future performance, solvency or
liquidity and these, together with how they
are managed or mitigated, are set out on
pages 38 to 39.
Composition, succession
andevaluation
Board composition
Our Board comprises the Chair (who
was independent on appointment), six
independent Non-Executive Directors
and two Executive Directors. The details
of their career background, relevant skills,
Committee membership, tenure and
external appointments are set out on pages
66 to 67. Further details on the role of the
Chair and members of the Board can be
found on pages 73 to 74. The Chair, Senior
Independent Director and Non-Executive
Directors are appointed for a three-year
term, subject to annual re-election by
shareholders following consideration of the
annual Board effectiveness evaluation. The
composition of our Board continued to be
an area of focus this year for the Nomination
Committee to ensure that it retains the
necessary balance of skills, experience
and independence, in accordance with
the Board Diversity Policy, the statement
for which is detailed in the Nomination
Committee report. Any new appointments
to the Board result from a formal, rigorous
and transparent procedure, responsibility
for which is delegated to the Nomination
Committee, although decisions on
appointment are a matter reserved for the
Board. Further information on the work of
the Nomination Committee is on pages 80
to 83.
During 2021, the Board and Nomination
Committee have fully considered Board
succession to ensure that the Board has
the right mix of skills and experience, as
well as the capability to provide constructive
challenge and promote diversity. Additional
detail can be found within the Nomination
Committee report on pages 80 to 83.
Board training and development
Directors are continually updated on the
Group’s business, the markets in which we
operate and changes to the competitive
and regulatory environments through
presentations and briefings to the Board
from Executive Directors and senior
management.
As part of the annual individual effectiveness
evaluation, the Chair discusses training
and development requirements with each
Director so that any needs which are
identified through the formal evaluation
or during the year can be addressed. The
Company Secretary also maintains a record
of each individual Director’s training.
Directors received briefings from the
Company Secretary during 2021 on
governance and compliance matters and
relevant legislative changes. The Board
was also provided with training materials
on digital markets and regulatory and
competition law developments for UK based
providers and operators. Training was also
provided on environmental regulations and
diversity and inclusion. In addition, individual
directors receive tailored training where
beneficial or required in order for them to
adequately discharge their duties.
To ensure that Directors are able to fully
acquaint themselves with current trading
and matters requiring discussions and
decisions, comprehensive Board papers
and Committee papers are circulated
electronically approximately one week prior
to scheduled meetings.
The Directors also have available to them an
electronic ‘Resource Centre’ acting as a Board
manual which includes extensive information
including financial and analyst reports,
current and historical regulatory publications,
Group codes and policies, organisational
structure documentation, and information on
Directors’ duties.
Directors may, in the furtherance of their
duties, take independent professional advice
at the Company’s expense.
Role Name Responsibility
Non-Executive Director
Employee Champion
Sarah Warby • helping the Board to establish what channels of engagement are appropriate, in
order to gather and bring the views and experiences of the workforce into the
Boardroom;
• working with the Board to take appropriate steps to evaluate, and where possible
mitigate, the impact that the Board’s proposals and decisions may have on the
workforce;
• challenging the Executive Directors, when required, as to the way in which
workforce engagement is undertaken and the steps to be taken to address
workforce concerns arising out of business-as-usual activities; and
• giving feedback to employees, where appropriate, on steps taken to address their
concerns or explain why particular steps have not been taken.
Interim Company
Secretary
Alice Rivers • managing the provision of timely, accurate and considered information to
theBoard;
• recommending corporate governance policies and practices to the Chair and CEO;
and
• advising the Board and its Committees on corporate governance and compliance
within the Group and appropriate procedures for the management of their
meetings and duties.
Risk management and internalcontrol
The Board has overall responsibility for
setting the risk appetite of the Group,
maintaining the Group’s risk management
and internal control system and reviewing
the system’s effectiveness. We have an
ongoing process for identifying, evaluating
and managing the Principal Risks faced
by the Group which has been in place for
the year under review and up to the date
of approval of the Annual Report. The Risk
Committee and the Audit Committee assist
us in discharging these duties.
A description of the process for managing
risk together with a description of the
emerging and Principal Risks and strategies
to mitigate those risks, is provided on pages
38 to 39.
The main features of the Group’s risk
management and internal controls in respect
of financial reporting and the preparation of
accounts are:
• a comprehensive annual business
planning and budgeting process, requiring
Board approval, through which risks are
identified and appraised;
• a comprehensive financial reporting
system, regularly enhanced, within which
actual and forecast results are compared
with approved budgets and the previous
year’s figures on a monthly basis and
reviewed by the Board;
• a review of Group policies relating to
the maintenance of accounting records,
transaction reporting and key financial
control procedures;
• an investment evaluation procedure to
ensure an appropriate level of approval
for all capital expenditure and other
capitalised costs;
• monthly finance team meetings which
include reviews of internal financial
reporting issues and financial control
monitoring; and
• ongoing training and development of
financial reporting employees.
Other controls in place to manage our
business in accordance with our Risk
Appetite Framework include:
• an annual strategy meeting to discuss and
approve the Group’s strategic direction,
plans and objectives and the challenges to
achieving them;
• a schedule of matters reserved for
approval by the Board to ensure it
maintains control over appropriate
strategic, financial, organisational,
compliance and capital investment issues;
• an organisational governance structure
with clearly defined lines of responsibility
and delegation of authority;
• a formal risk management framework
with supporting policies and procedures
manuals;
• regular reviews of the Principal Risks
facing the Group to ensure they are being
identified, evaluated and appropriately
managed;
• a process for regular assessment of the
effectiveness of key internal controls
across the Group;
• a Risk & Compliance function responsible
for overseeing the implementation of the
Risk Appetite Framework;
• an Internal Audit function providing
assurance over key risks, processes and
controls; and
• a whistleblowing hotline which employees
can use to report any instances of
suspected wrongdoing.
Our internal control effectiveness is assessed
through the performance of regular checks,
which in 2021 included the following areas:
• reviewing and testing the Group’s financial
reporting processes;
• completion of the Group’s internal
auditplan;
• performing risk business partnering and
monitoring activities including financial
promotion reviews and call listening;
• assessment of the identification and
management of risks connected to the
Group’s capital investment programme;
• assessment of the Group’s processes
for identifying and mitigating potential
conflicts of interest;
• assessment of the identification and
management of technology risks across
the Group, including cyber risk, data
security and change management; and
• monitoring the completion of the Group’s
mandatory ‘Introduction to Regulation’,
data protection, cyber security and Code
of Conduct training for new starters and
refresher training for all employees.
Risk review and assessment
The Group’s systems and procedures are
designed to identify and manage and, where
practicable, reduce and mitigate the risk of
failing to achieve the Group’s objectives. They
are not designed to eliminate such risk, but
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Corporate Governance Statement continued
Internal effectiveness evaluation
During 2021, the Board conducted an
internal evaluation of the performance
of the Board and the Committees, taking
into account the principles and provisions
of the 2018 Code. The evaluation process
involved the completion of questionnaires by
individual Directors. The results were then
analysed and presented for discussion at the
November Board meeting.
2021 evaluation actions
The Directors’ many positive responses
indicated their widely held view that ongoing
improvements have been made since the
previous evaluation in 2020. In particular,
members considered that the Board and
Committees worked effectively and as a
team; the strategy for the business was clear
and understood and that the Board and
Committees were kept informed of material
issues between meetings.
Some of the areas that will be actioned in
2022 are a continued focus on:
• Succession planning
• Developing a performance
managementculture
• Stakeholder engagement, particularly
customers and providers
Directors’ resources
Directors have access to our online resource
library, which is regularly reviewed and
updated. The library includes the corporate
governance framework and best practice,
guidance and training materials and investor
relations updates. It also contains past
strategy documents as well as relevant Group
policies and procedures.
Directors’ skills and experience
An effective Board requires the right mix of
skills and experience. Our Board is a diverse
and effective team focused on promoting
the long-term success of the Group. The
Board skills and experience matrix below
details some of the key skills and experience
that our Board has identified as particularly
valuable to the effective oversight of the
Company and execution of our strategy.
Current Board skills matrix
James
Bilefield
Caroline
Britton
Peter
Duffy
Robin
Freestone
Scilla
Grimble
Sally
James
Lesley
Jones
Sarah
Warby
Supriya
Uchil
Banking/Insurance industry experience
Digital/Customer experience (front office)
Finance and Accounting
International experience
Governance
Risk and Regulation
Technology
Marketing
Strategy
Tenure (MM/YY) 05/20 09/19 09/20 08/15 02/19 04/13 09/21 06/18 03/20
Board evaluation
The annual Board evaluation provides
the Board and its Committees with an
opportunity to consider and reflect on the
quality and effectiveness of its decision
making, the range and level of discussions
and for each member to consider their own
contribution and performance. The externally
facilitated process of evaluating the Board,
Chair and individual Directors was deferred
until November 2020 in order to allow the
new CEO and Non-Executive Directors the
ability to fully embed into the Company.
The externally facilitated Board evaluation
process was conducted by SCT Limited and
a description of the findings of the external
evaluation and progress against agreed
actions can be found on pages 77 to 78.
Board, Committee and Directors’ effectiveness evaluation cycle
Year 1 Year 2 Year 3
Internal effectiveness
evaluation conducted
bythe Chair
Internal effectiveness
evaluation conducted
bythe Chair
Externally facilitated
evaluation process
conducted by third party
The 2021 external evaluation was divided into five stages:
Stage 1 Stage 2 Stage 3 Stage 4 Stage 5
Briefing meetings held
with the Chair and the
Governance Team. Prior
Board and Committee
papers, together with
the reports of previous
evaluations, were
provided to SCT.
One-to-one interviews
carried out by SCT with
Directors, the Company
Secretary, and members
of senior management
who regularly attend
meetings.
SCT observed the Board,
Audit, Nomination, Risk
and Remuneration
Committee meetings in
February 2021, having
previously received
prior Board and
Committeepapers.
The external evaluation
effectiveness report
was shared with the
Chair and the Company
Secretary. The final
report was presented
to the Board in March
2021, with an overview
of recommendations
provided by SCT.
Following a review of the
final report by the Board,
an action plan will be
created to address the
areas of recommended
improvement.
Board Tenure as at 17 February 2022
8 – 9 years
6 – 7 years
3 – 4 years
3 – 4 years
2 – 3 years
Sally James
Robin Freestone
Scilla Grimble
Sarah Warby
Caroline Britton
1 – 2 years
1 – 2 years
1 – 2 years
<1 year
Supriya Uchil
James Bilefield
Peter Duffy
Lesley Jones
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Corporate Governance Statement continued
Individual Director evaluations
In 2021, each of the Directors was appraised individually in the form
of an interview with the Chair, taking into account feedback received
as part of the Board evaluation process. Following these discussions,
the Chair has confirmed that each Director continues to make a
valuable contribution to the Board and devotes sufficient time to
their role.
The Chair’s evaluation was undertaken by the Senior Independent
Director, taking into account the views of the other Directors
obtained as part of the Board evaluation. The Senior Independent
Director provided feedback to the Chair.
Induction programme
We develop a detailed, tailored induction for each new Non-Executive
Director. This includes one-to-one meetings with the Chair and
each of the existing Non-Executive Directors. They have one-to-one
meetings with the CEO, CFO and the Company Secretary along with
other members of senior management. New appointees to the
Board would meet with members of the operational team and visit
our three offices in London, Manchester and Ewloe as part of the
annual Board meeting cycle. New Directors receive a briefing on
the key duties of being a Director of a listed company as well as the
requirements of the SM&CR.
We regularly review the induction programme, building in feedback
from new appointees and the internal and external Board
effectiveness evaluations.
Sarah Warby
NED Employee Champion
2021 highlights
• continued adaption of employee engagement mechanisms to respond
to COVID-19 and homeworking;
• improved interaction between NEDs and employees, including the
implementation of increased virtual engagement and a return to
physical catch-ups;
• led the Future of Work programme with our employee resource groups;
• 74% of employees participated in the employee engagement survey;
• continued focus on employees’ health, safety and wellbeing.
A conversation with Sarah Warby,
our NED Employee Champion
How would you describe the role of
NED Employee Champion?
I have the privilege of being NED Employee
Champion and it is a rewarding and
evolving role. As NED Employee Champion,
I help the Board understand the views of
employees and ensure that their interests
are considered in Board discussions and
decision making, providing challenge to
the Executive Directors as required. I do
this by getting to know our employees
and understanding their perspectives
andopinions.
The various engagement mechanisms we
have in place through the year, including
regular meetings with our Employee
Resource Groups, allow me and my
fellow Non-Executive Directors to meet
a variety of employees and gather their
views and experiences of working at
Moneysupermarket Group. This feedback
is communicated to the Board via a
standing Employee Engagement agenda
item and, where appropriate action
is required, communicated to senior
management for following through.
Feedback is then provided to employees
on steps taken to address their concerns,
or an explanation provided as to why
particular steps have not been taken. The
formal role of NED Employee Champion is
in its third year and whilst we continue to
see positive results, I will continue to evolve
and develop the role into 2022.
Moneysupermarket Group has
adopted a hybrid model of working
– how has this impacted employee
engagement?
Employee engagement has remained
a priority throughout 2021 as
employees embraced the new hybrid
model of working. Virtual coffees and
communication via Teams channels has
continued but we have seen a welcome
return to more face to face engagement
mechanisms such as informal breakfast
meetings with employees and the Non-
Executive Directors, and Q&A sessions with
the Board. Attendance at team huddles
by the Non-Executive Directors has been
well received and expanded the interaction
between the Board and employees.
A key focus in 2021, as in prior years,
was the health, safety and wellbeing of
our employees. Our continued response
to COVID-19 was communicated to
employees on a regular basis to aid
transparency of decision making and
feedback from employees was shared with
my fellow Directors. Results and feedback
from our biannual employee engagement
survey were shared with employees, with
steps taken by the Board and senior
management to address concerns raised.
Despite the ongoing challenges of
COVID-19, we have ensured that the
employee voice remains heard and
that their feedback is shared with the
Board. We have responded proactively to
concerns raised, including the decision
to adjust our hybrid working model in
response to employee feedback.
Progress against the 2020 external evaluation action plan
The Board also reviewed its progress against actions identified in the externally facilitated 2020 Board evaluation. An update on progress
against these actions during 2021 is set out below:
2020 Board evaluation
Action Item Our Progress
Strategy implementation
Building on the evolved strategy to focus and
streamline implementation and performance,
with clearly identifiable accountabilities
• The CEO and CFO presented a combination of the output from the summer strategy
work and operational planning at October Board (including timings, deliverables,
accountabilities, lead indicators and plans for monitoring progress)
Business performance
Introduction of more data on “whole
customer” sentiment and attitudes towards
the brands
• Product and Tech updates to the Board include specific Customer Voice updates; and
• Stakeholders voice update to the Board in November included more data on “whole
customer” sentiment and attitudes towards the brands
Board management
Board to be a role model for decision-making
and well articulated accountabilities
• The Company Secretary ensured that Board papers included an executive summary
articulating the Board’s purpose and action required; and
• Chair and CEO have been more prescriptive regarding agreed actions during meetings,
including key timelines and accountability. The Company Secretary has ensured that
actions are clearly captured within the minutes of the meetings
Talent and succession planning
Nomination Committee to annually review the
overall balance of expertise on the Board in
the context of the current and future needs
of the business and build a formal strategy
for managing Board succession
• Updates on succession planning for senior management were presented to the
Nomination Committee and the Chief People Officer has built an overall people strategy,
which was consistent with the business strategy; and
• The Chair, CEO and the Chief People Officer have developed a strategy for managing
Board succession
Group culture
The Board should continue to explicitly
review the key drivers of organisational
culture and track the delivery of the diversity
and inclusion strategy in relation to gender
balance and pay
• Updates on people and culture were presented to the Board;
• D&I updates were presented at every meeting of the Nomination Committee; and
• D&I strategy was rolled out within the Group, including inclusive leadership workshops
for senior management and recruitment training
Risk management
The Board should look annually at any
emerging or potential risks which merit
further investigation
• The Risk Committee Chair and Chief Risk Officer facilitated a discussion on emerging and
potential risks, with members of the Committee drawing from their experience in other
sectors, as well as observations on the business model of the Group; and
• Where risks were identified that merited more discussion, these were reviewed as part of
the Risk Committee deep dives
Board behaviours
Given the proportion of new members, when
possible the Board should refresh its team
purpose and connectedness including some
unstructured and social time together
• The Board returned to holding physical meetings during the latter half of 2021, allowing
for Board lunches and dinners to take place; and
• Unstructured social time has been built into the forward agendas (subject to social
distancing rules)
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Nomination Committee Report
“The Nomination Committee is
responsible for reviewing the
structure, size and composition of
the Board and its Committees;
taking into account skills, knowledge,
experience and diversity, and making
recommendations to the Board with
regard to any changes”
Robin Freestone
Chair of the Nomination Committee
2021 highlights
• conducted a search for, considered
and recommended to the Board the
appointment of a new Non-Executive
Director;
• reviewed the size, structure and
composition of the Board and
itsCommittees;
• reviewed the Group’s diversity and
inclusion strategy; and
• continued to review talent within the
Group, with an increased focus on
succession planning and development
at the level below executive
management.
• reviewed the composition of the Board,
including the balance of skills, knowledge
and experience, taking into account the
experience and understanding of our
stakeholder groups;
• reviewed progress made against the
Board Diversity Policy, including a target
of 33% female representation and a
target of one Director from an ethnic
minority background by 2024;
• reviewed the pipeline of top talent to
run the business, particularly at the
level below executive management,
with presentations from executive
management which also included
updates on diversity plans for their
areasof the business;
• considered and recommended to the
Board the re-election of all Directors at
the 2021 Annual General Meeting; and
• reviewed and updated the Committee’s
Terms of Reference conflicts of interest
and the register of Directors’ conflicts
ofinterest.
Quick facts
• All members of the Committee in 2021
were independent Non-Executive
Directors, with the exception of Robin
Freestone (who was independent
onappointment).
• Only members of the Committee
have the right to attend Committee
meetings. Other individuals such as the
CEO, the Chief People Officer, senior
management, and external advisers
may be invited to attend meetings as
and when appropriate.
• The Committee’s Terms of Reference
were updated in November 2021 and
are available on the Investor section of
the Group’s website at http://corporate.
moneysupermarket. com
Allocation of time
Committee members and
meetingsattended
Board members
Meeting
attendance
Robin Freestone 3/3
Sally James 3/3
Sarah Warby 3/3
Supriya Uchil 3/3
James Bilefield 3/3
Lesley Jones 1/1
1 Lesley Jones joined the Board in September 2021.
Number of meetings of the
Nomination Committee
3
Dear Shareholder
As Chair of the Nomination Committee,
I am pleased to present the Nomination
Committee’s report for the year ended 31
December 2021. I have set out below our
role and activities in reviewing the Board’s
size, structure and composition, including the
recommendation of appointment of a new
Non-Executive Director, reviewing succession
and development plans for the Board and
executive management, and overseeing the
Group’s diversity and inclusion strategy.
The Board supports the recommendations
of the Hampton-Alexander Review on
gender diversity and the Parker Review on
ethnic diversity. The Board has achieved the
minimum recommended composition; this
currently stands at six female Directors (67%)
and includes one Non-Executive Director
from an ethnic minority background.
The Nomination Committee plays a key role
supporting the Board within the Governance
Framework in reviewing the composition
of the Board and its Committees. This
includes an assessment of whether the
balance of skills, experience, knowledge and
independence of the Board is appropriate
to enable it to operate effectively. The
Committee also assisted the Board in its
consideration of conflicts of interest and
independence issues. No conflicts of interest
or independence issues were identified as a
result of this activity.
Talent development
We recognise the importance of developing
our people and, as such, the talent pipeline
within our business remains a key focus
for the Committee. Our senior leadership
population is a source of future executive
talent, with five members of our Executive
Team, Emma Harvey, Harvinder Atwal, Matt
Whittle, Mike Philips and Rich Halliwell,
progressing through this route. Our LEAD
Programme, launched in April 2020, is one
of the key investments we are making into
developing senior leadership over the next
two to three years. LEAD is a 12-18 month
programme, resulting in each participant
gaining the CMI Level 5 Qualification in
Management and Leadership.
Diversity and inclusion
As described earlier in this report, the
Board and Committee continue to drive the
agenda of diversity and inclusion across the
Group and are proud of the progress made,
especially in respect of female representation
on the Board and Executive Team of 67% and
36% respectively. A breakdown by gender of
the number of persons who were Directors
of the Company, senior managers (as defined
in the 2018 Code and Companies Act 2006),
and other employees is set out later in this
report. To reflect the Group’s continued focus
on this area, diversity and inclusion, including
progress against our diversity strategy, has
been added as a standing agenda item for all
Nomination Committeemeetings.
The Board’s Statement on Diversity is as
follows:
“The Board recognises the importance of
diversity in its broadest sense as one of the
key drivers of Board effectiveness. Diversity
encompasses diversity of perspective, insight,
experience, educational and professional
background, and personal demographics
such gender identity, race and ethnicity, age,
disability, neurodiversity, social mobility and
sexual orientation.
Diverse membership of the Board supports
better decision making and reduces the
risk of groupthink by providing different
viewpoints, ideas and challenges.
The Composition of the Board
The Board supports the recommendations
of the FTSE Women Leaders Review and
Hampton-Alexander Review on gender
diversity, and the Parker Review on
ethnic diversity. The Board has achieved
the recommended composition and is
committed to maintaining at least 33%
female Board membership and a minimum of
one Director from an ethnic minority. At the
same time, the Nomination Committee will
keep under review and evaluate, on behalf
of the Board, its balance to ensure that it
has the appropriate mix of skills, experience,
independence and knowledge to ensure their
continued effectiveness.
As at the review date of this statement, the
Board had a total of nine Directors. The skill
set of the Non-Executive Directors includes
financial, economic, financial services,
banking, digital, technology, communications
and consumer expertise.
All appointments to the Board will be made
on merit and against objective criteria. The
process will take into account suitability for
the role, the Board Composition, its balance
and the required mix of skills, background
and experience, including a consideration
of all aspects of diversity. Other relevant
matters will also be taken into account,
such as independence, subject matter
knowledge and the ability to fulfil required
time commitments. Combined, this will
form part of the role specification for all
Boardrecruitment.
Prior to making any recommendations for
appointment to the Board, the Nomination
Committee will consider suitably qualified
candidates for Non-Executive Director roles
from as wide a pool as appropriate and
whose skills and experience will add value
tothe Board.
The Nomination Committee will work
with executive search consultants who
understand and agree with the Group’s
approach to diversity and inclusion, including
this Board Diversity Statement, and will
consistently apply it when identifying and
proposing suitable candidates.
Supporting Racial Equity
In 2020 the Group became an official
signatory of the Race at Work Charter, a
public commitment to prioritising action
on race equity, as part of the Group’s Race
Equity Plan. The Charter required us to do
five things:
• Appoint an Executive Sponsor for race;
• Capture ethnicity data and publicise
progress;
• Commit at Board level to zero tolerance of
bullying and harassment;
• Make equity, diversity and inclusion the
responsibility of all leaders and managers;
and
• Take action that supports Black, Asian,
Mixed race and other ethnically diverse
employee career progression.
The Board has committed that all allegations
of racial bullying or harassment will be taken
seriously, managed consistently and in line
with Group’s Anti-bullying and harassment
policy, with formal action taken where
necessary. Any material grievances will be
reported to the Audit Committee via the
whistleblowing report.
We are dedicated to continuing the progress
we have made under the five principles of the
2020 Charter and are pleased to reconfirm
our commitment to these principles.”
20% Committee updates
45% Succession planning
and development
8%
27% Diversity
and inclusion
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Appointments to the Board
The Nomination Committee has a formal,
rigorous and transparent procedure for
the appointment of new Directors to the
Board. When the need to appoint a Director
is identified, we prepare a candidate
profile indicating the skills, knowledge and
experience required, taking into account
the Board’s existing composition and the
relevant experience and understanding of
our stakeholder groups. We engage external
executive search consultants and consider
the gender, nationality, educational and
professional background of candidates, as
well as individual characteristics which will
enhance diversity of thinking on the Board.
Suitable candidates are interviewed by
Committee members.
We give careful consideration to ensure
proposed appointees have enough time
available to devote to the role and that the
balance of skills, knowledge and experience
on the Board, with regard to experience and
understanding of our stakeholder groups,
ismaintained.
When the Nomination Committee has
identified a suitable candidate, we then make
a recommendation to the Board with the
Board making the final decision.
We followed the procedure outlined above
for the search for the new Non-Executive
Director, engaging Odgers Berndtson as
external executive search consultants for the
appointment of the Non-Executive Director.
Odgers Berndtson is a signatory to the
Voluntary Code of Conduct for Executive
Search Firms on gender diversity and best
practice and has no other connection with
the Company or individual Directors. The
Committee briefed the search consultant
on our diversity expectations, and we
considered and interviewed a wide and
diverse range of candidates for the role.
The Board was unanimous in its decision
to appoint Lesley Jones as a Non-
ExecutiveDirector.
Gender Diversity % as at 31 December 2021
Board Diversity % as at 31 December 2021
Nomination Committee Report continued
Director conflicts and independence
The Committee conducted its annual review
of individual Director conflict authorisation as
recorded in the Conflicts of Interest Register
in October 2021. Additionally, the Board and
Committee considers conflicts of interest at
every meeting.
The Conflicts of Interest Register sets out
any actual or potential conflict of interest
situations which a Director has disclosed to
the Board in line with their statutory duties.
When reviewing conflict authorisations,
the Committee considers any other
appointments held by the Director as well
as the findings of the Board effectiveness
review. Following the review, the Committee
recommended to the Board that each conflict
authorisation remained appropriate.
The independence of the Non-Executive
Directors is formally reviewed annually by
the Nomination Committee. The Nomination
Committee and Board consider that there
are no business or other circumstances that
are likely to affect the independence of any
Non-Executive Directors and that all Non-
Executive Directors continue to demonstrate
independence. In accordance with the 2018
UK Corporate Governance Code, all of the
eligible Directors will retire at this year’s AGM
and submit themselves for appointment
or reappointment by shareholders. Each
of the Non-Executive Directors seeking
reappointment are considered to be
independent in judgement and character.
“Moneysupermarket Group is
number 1 on the FTSE 250 ranking
for Women on Boards and in
Leadership”
The Hampton-Alexander Review 2020, Women on Boards data
asat 11 January 2021, Leadership data as at 31 October 2020
1
Nomination Committee effectiveness
In 2021, we carried out an internal
evaluation of Nomination Committee
effectiveness which involved the completion
of a questionnaire, with the results being
analysed and presented at the Board
meeting in November.
The Committee determined it continues to
be effective in fulfilling its role and remains
independent. In response to required
actions identified in the 2021 evaluation,
the Committee will continue to ensure
that succession planning remains a key
focusarea.
Overview of Committee activities
for2022
Succession planning has been an area of
focus for the Committee in 2021 and this will
continue into 2022. As part of this process,
the Nomination Committee will review the
composition and tenure of the Board. The
Committee will also review the talent pipeline
within the business as part of its broader
review of management succession planning.
This report was approved by the Board and
signed on its behalf by:
Robin Freestone
Chair of the Nomination Committee
16 February 2022
1 Hampton-Alexander Review – November 2016 (ftsewomenleaders.com)
44%
67%
53%
11%
■ Female ■ Male
■ Female ■ Male
■ Female ■ Male
■ Ethnic minority background
Group Employees
Gender split
Senior Leadership – Group
Ethnic minority background split
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Audit Committee Report
“The Audit Committee plays a key
role in monitoring the integrity of the
Group’s financial reporting, reviewing
the material financial reporting
judgements and assessing the
internal control environment”
Caroline Britton
Chair of the Audit Committee
2021 highlights
• focused on financial reporting, including the
processes in place to ensure the Annual
Report & Accounts is fair, balanced and
understandable;
• considered the actions taken in response to
the FRC’s letter to the Group on their review
of the 2020 Annual Report, which raised no
substantial concerns but some disclosure
points around supporting information and
explanations;
• considered the appropriate accounting
treatment, judgements and relevant
disclosures for the acquisitions completed
in-year;
• considered the continued impact of
COVID-19 and the energy market collapse
on key accounting judgements, including
review and strengthening of the going
concern process, with reference to the
further constraints introduced as a result of
borrowings for acquisitions;
• reviewed the effectiveness of external and
internal audit processes and the effectiveness
and appropriateness of our system of
internal controls including fraud risk;
• considered and approved the Group’s tax
strategy for publication;
• oversaw the review of the Group’s
Whistleblowing Framework, expanding
reporting to capture microaggressions as
part of our broader Diversity and Inclusion
strategy;
• considered assurance plans in light of the
Group’s ESG agenda and the impact of
climate change risks on financial reporting;
• oversaw the Internal Audit team’s review
of the Group’s information security
management controls;
• approved the Internal Audit Charter;
• reviewed Audit and Non-Audit Fees
(including review of controls over Non-Audit
Work and Policy);
• recommended the reappointment of the
External Auditor;
• oversaw continued improvements in Internal
Reporting to the Committee; and
• reviewed Tax and Treasury Policies.
Quick facts
• All members of the Committee
in 2021 were independent Non-
ExecutiveDirectors.
• The Chair of the Committee has recent
and relevant financial experience
as required by the 2018 Code. As a
whole, the Committee has competence
relevant to the sector in which the
Company operates through the
collective digital, financial services and
customer experience of Supriya Uchil,
Sarah Warby, Caroline Britton, James
Bilefield, Sally James and Lesley Jones.
• Only members of the Committee
have the right to attend Committee
meetings. Other individuals such as
the Chair of the Board, CEO, CFO,
Chief Risk Officer, Head of Internal
Audit, Group Finance Director, Group
Financial Controller, General Counsel
and Company Secretary, other
members of senior management,
representatives from the External
Auditor and other external advisers
may be invited to attend meetings as
and whenappropriate.
• The Committee regularly holds
private discussions with the Head
of Internal Audit and the External
Auditor separately, without executive
management present.
• The Committee Chair regularly
holds separate meetings with the
CFO, the Head of Internal Audit, the
External Auditor and with Committee
members outside the meetings to
better understand any issues or
areasforconcern.
• The Committee’s Terms of Reference
were updated in November 2021 and
are available on the Investor section of
the Group’s website at http://corporate.
moneysupermarket.com
Committee members and
meetingsattended
Board members
Meeting
attendance
Caroline Britton 4/4
Sally James 4/4
Sarah Warby 4/4
Supriya Uchil 4/4
James Bilefield 4/4
Lesley Jones
1
0/1
1 Lesley Jones joined the Board in September 2021
and did not attend November meeting due to a
priorcommitment.
Number of meetings of
the Audit Committee
4
Dear Shareholder
On behalf of the Board, I am pleased to share
the Audit Committee’s report for the year
ended 31 December 2021. I have set out our
role and activities in ensuring appropriate
challenge and governance around accounting
treatment and the internal control
environment, and ensuring that the Annual
Report as a whole is fair, balanced and
understandable.
Role
The primary role of the Audit Committee is to
ensure the integrity of the financial reporting
and audit processes and monitor the
effectiveness of the Group’s internal control
and risk management systems. This includes:
• monitoring the integrity of the Financial
Statements of the Company, discussing
formal announcements relating to the
Company’s financial performance and
any significant issues and judgements
contained in them;
• reviewing the Group’s Financial
Statements and the material financial
reporting judgements contained in them;
• advising the Board on whether the
Committee believes this Annual Report
and the Financial Statements contained
within it, when taken as a whole, are
fair, balanced and understandable and
provide the information necessary for
shareholders to assess the Group’s
position and performance, business
model and strategy;
• reviewing and monitoring the external
auditor’s independence and objectivity
and the effectiveness of the audit process,
taking into consideration relevant UK
professional regulatory requirements;
• developing and implementing a policy
on the level, amount and pre-approval
of non-audit services provided by the
external auditor;
• advising the Board on the appointment,
reappointment and removal of the
external auditor and the remuneration
and terms of engagement of the
externalauditor;
• monitoring the effectiveness of the
Group’s internal control and risk
management systems, including
whistleblowing and fraud controls;
• reviewing the scope, activities and results
of the Group’s Internal Audit function;
• reviewing the Audit Committee’s Terms
of Reference, carrying out an annual
performance evaluation exercise and
noting the satisfactory operation of the
Committee; and
• reporting to the Board how it has
discharged its responsibilities.
One of the Committee’s key roles is to advise
the Board that it is satisfied that the Annual
Report and Accounts are fair, balanced and
understandable, and provide the information
necessary for shareholders to assess the
Company’s position, performance, business
model and strategy. In doing so, we ensure
that management’s disclosures reflect the
supporting detail or challenge them to
explain and justify their interpretation and,
if necessary, re-present their position. The
External Auditor reviews and challenges
this process, in the course of its statutory
audit, by auditing the accounting records
of the Company against agreed accounting
practices, relevant laws and regulations.
We are pleased to advise the Board that
the 2021 Annual Report and Accounts are
fair, balanced and understandable and that
the Directors have provided the necessary
information for our shareholders to assess
the Company’s position, prospects, business
model and strategy. Our review process is
described in further detail on page 87.
Financial Statements and reports
The Committee is responsible for reviewing
the appropriateness of the Group’s half-year
reporting and annual Financial Statements.
We do this by considering, among other
things: the accounting policies and
practices adopted by the Group; the correct
application of applicable reporting standards
and compliance with broader governance
requirements; the approach taken by
management to report the key judgemental
areas of reporting; and the comments of
the external auditor on management’s
chosenapproach.
In 2021, we:
• reviewed the long-term viability statement
made on pages 31 to 32, prior to making
arecommendation to the Board;
• reviewed the basis of preparation of
the financial statements as a going
concern as set out in the accounting
policies, challenging the treatment of
COVID-19 and energy market risks in
theassessment;
• reviewed the 31 December 2021 Annual
Report and Financial Statements and
the half-year statement to 30 June
2021, together with reports from the
externalauditors;
• considered the acquisition accounting
and additional disclosures related to the
business combinations of CYTI, Ice Travel
Group and Quidco;
• Considered the FRC’s letter to the Group
on the 2020 Annual Report;
• reviewed the key accounting judgements
affected by COVID-19, including revenue
recognition and impairment testing
ofassets;
• considered Internal Audit reports and
satisfied ourselves that management had
resolved or was in the process of resolving
any outstanding issues or actions;
• reviewed and approved the approach for
the Internal Audit plan for 2021-22;
• reviewed the quality and effectiveness
of Internal Audit and the effectiveness
of current co-source arrangements, as
well as overseeing the transition to a new
Head of Internal Audit;
• enhanced awareness and understanding
of technical aspects of matters being
brought to the Committee and on future
potential regulatory developments
through briefings and input from the
external auditors, co-source internal audit
partners and increased content from
management;
• monitored the changing control
landscape, including considering
management’s assessment of readiness
for the recommendations of the
Brydonreview;
• considered management’s and Internal
Audit’s assessment of the effectiveness of
key controls (across finance, operational
and information security risks), in
particular ongoing improvements made
to the documentation and evidence
ofcontrols;
• considered assurance plans in light
of the Group’s ESG agenda and the
impact of climate change risks on
financialreporting;
• examined key points of disclosure and
presentation to ensure adequacy, clarity
and completeness of the Financial
Statements; and
• reviewed the Committee’s Terms
of Reference to align with the 2018
Corporate Governance Code.
34% Financial Management
and Results
6% Governance
18% External Audit
7% NED Session
with auditors
8% Miscellaneous
6% Tax
21% Internal Audit
and Controls
Allocation of time
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Significant financial statement reporting issues
We identified the issues below as being significant in the context of the 2021 Financial Statements. We consider these areas to be significant
taking into account the level of materiality and degree of judgement exercised by management. We discussed the issues in detail to
ensure that the approaches taken were appropriate. This included reviewing presentations and reports from both management and the
externalauditor.
Issue Committee review
Business combinations of Quidco and Ice Travel Group
As more fully described on pages 24 to 25 of the Group’s financial
statements.
The business combinations of Quidco and Ice Travel Group gave rise
to additional intangible asset and goodwill balances. We reviewed
and assessed management’s conclusions and approach to purchase
price allocation, including independent advice sought, challenging
the key assumptions and assessing these compared to the original
investment case. We also obtained the external auditors’ views on the
appropriateness of the approach and conclusions. We also considered
the application of Group accounting policies and controls over the
newacquisitions.
Revenue recognition: revenue accrual
As more fully described on page 126, the majority of the Group’s
revenue is derived from success-based commercial deals which
reward the Group for each product sold by a provider to a
customerreferred to it by the Group. The Group recognises this
revenue at the point at which a customer leaves one of the Group’s
websites, based on the number expected to click through and
purchase a product from a provider site.
With the addition of Quidco to the Group, this has expanded
to include the payment of commission from merchants for the
provisionof marketing leads
We reviewed and assessed management’s key controls in relation to
the recording of revenue which include:
(a) a completeness check which is performed by reconciling all ‘click’
activity on the website and ensuring that an invoice has been
raised, or revenue has been accrued, where appropriate;
(b) a review to compare accrued revenue at the end of the previous
month and actual revenue invoiced during the following month,
with significant differences investigated to provide evidence that
revenues are correctly stated;
(c) controls monitoring the ongoing appropriateness of judgements
around variable consideration; and
(d) a programme of revenue assurance by the Group’s Internal
AuditFunction.
The revenue assurance work helps provide us with assurance that
revenues are correctly stated by reviewing provider systems and
controls to ensure that sales made by providers resulting from
referrals made by the Group have been correctly identified and
allocated in the provider systems. In addition, management regularly
reviews the quantum and ageing of any accrued revenue balances.
Revenue assurance audits reference the Group’s information system
which records the clicks, together with the reconciliation of revenue
to cash receipts. The results of KPMG’s testing are included in the full
year report prepared for the Committee. The Committee reviews the
reports in detail and discusses them with the external auditors.
For the Quidco acquisition, we considered the processes in place over
revenue recognition, including:
(a) the design of the process, particularly how key assumptions such
as decline rates are determined and factored into the revenue and
accrued income balances;
(b) any data used to determine key assumptions such as decline rates;
and
(c) treatment of Quidco’s revenue in line with IFRS-15 and
management’s decision to present merchant commission revenue
at gross, rather than net of cashback paid to members.
Capitalisation of software and development costs
As more fully described on page 138 of the Group’s Financial
Statements, the Group holds intangible asset balances arising
from the capitalisation of certain software and development costs
principally relating to developments in the Group’s front-end
platforms and back-office data warehouse.
The judgements in relation to software and development assets largely
relate to the future economic benefits associated with the assets
and confirm that capitalisation is in accordance with the relevant
accounting standards. We assessed the operation of key financial
controls operated relating to investment appraisal, capitalisation and
ongoing monitoring of intangible assets and we were comfortable with
their integrity as reported by management. Sample testing was also
conducted by the Internal Audit team on the related controls as part of
the core assurance programme. We are also reassured by the fact that
business plans in relation to the capitalised assets receive either direct
Board approval or approval via appropriate delegated authority within
pre-agreed limits.
Audit Committee Report continued
We also reviewed and considered the following areas due to their materiality and the application of judgement. In particular, we considered
the continued impact of COVID-19 given its effect on the wider economy and market conditions as well as the collapse of the energy market.
Issue Committee review
Intangible assets impairment testing We reviewed the judgements, assumptions and estimates made by
management in preparing the impairment review to ensure that they
were appropriate. We also obtained the external auditors’ views on the
appropriateness of the approach and conclusions. The results of this
review were that we were satisfied with the conclusions reached.
Revenue recognition We reviewed and challenged the judgements, assumptions and
estimates made by management regarding variable consideration
under new and existing contracts. We also considered the
appropriateness of accounting treatment for Quidco’s revenue in line
with IFRS-15. We also obtained the external auditors’ views on the
appropriateness of the approach and conclusions. The results of this
review were that we were satisfied with the conclusions reached
Going concern and viability statements In assessing the validity of the statements detailed on pages 31 to
32, we reviewed and challenged management’s assessment on the
Group’s resilience to the Principal Risks under various scenarios and
gained appropriate assurance that sufficient rigour was built into the
process. We also obtained the external auditors’ views on the work
undertaken by management.
Fair, balanced and understandable
Annual Report and Accounts
One of the key governance requirements
is for the Annual Report and the Financial
Statements, taken as a whole, to be fair,
balanced and understandable and to provide
the information necessary for shareholders to
assess the Group’s position and performance,
business model and strategy. Ensuring
this standard is met requires continuous
assessment of the financial reporting issues
affecting the Group, in addition to the
focused exercises which take place during the
production of the Annual Report and Financial
Statements. These focused exercises can be
summarised as follows:
• a qualitative review of disclosures and a
review of internal consistency throughout
the Annual Report and Financial
Statements;
• a review by the Committee of all material
matters, as reported elsewhere in this
Annual Report and Financial Statements;
• a risk comparison review, which assesses
the consistency of the presentation
of risks, and significant judgements
throughout the main areas of risk
disclosure in this Annual Report and
Financial Statements;
• a review of the balance of good and bad
news; and
• ensuring it correctly reflects:
– the Group’s position and performance
as described on pages 26 to 32;
– the Group’s business model, as
described on pages 12 to 13; and
– the Group’s strategy, as described on
pages 14 to 17.
The Directors’ statement on a fair, balanced
and understandable Annual Report and
Financial Statements is set out on page 111.
External auditor
The Committee is responsible for making
recommendations to the Board in relation
to the appointment of the external auditor.
We also approve the terms of engagement
and fees of the external auditor, ensuring
they have appropriate audit plans in place
and that an appropriate relationship is
maintained between the Group and the
external auditor.
In 2021, the Committee:
• reviewed, considered and agreed the
scope and methodology of the audit work
to be undertaken by the external auditor;
• evaluated the independence and
objectivity of the external auditor, having
regard to: (a) a report from the external
auditor describing their arrangements to
identify, report and manage conflicts of
interest; (b) the extent and nature of non-
audit services provided by the external
auditor; and (c) considering the tenure
of the audit partner, who is required
to rotate every five years in line with
ethicalstandards;
• assessed the effectiveness of the external
auditor and made a recommendation to
the Board on the reappointment of KPMG
as the external auditor;
• agreed the terms of engagement and fees
to be paid to the external auditor for the
audit of the 2021 Financial Statements;
and
• reviewed recommendations made
by the external auditor in their
management letters and the adequacy
ofmanagement’s response.
Independence and non-audit services
There are policies and procedures in place in
relation to the provision of non-audit services
by the external auditor which are reviewed
regularly. This ensures that the Group
benefits in a cost-effective manner from
the cumulative knowledge and experience
of its auditor, whilst also ensuring that the
auditor maintains the necessary degree of
independence and objectivity. The external
auditor is not permitted to perform any work
which they may later be required to audit,
or which might affect their objectivity and
independence or create a conflict of interest.
Key points from our internal procedure
for approval of work given to the external
auditor are:
• no non-audit work may be placed with
the external auditor without the specific
approval of the Audit Committee;
• any approved non-audit services must be
in line with the cap limits introduced by
EU legislation (as referred to below);
• the non-audit fees are reported regularly
to the Committee; and
• various services are prohibited, including
the provision of most types of tax
services, valuation services, appraisals or
fairness opinions, outsourcing of Internal
Audit services, management functions,
recruitment services and legal services
During the year, the value of non-audit
services provided by the external auditor
amounted to £0.05m (2020: £0.05m). Non-
audit services amounted to 8% of the value
of the audit. EU legislation on permitted non-
audit services came into effect from 17 June
2016 which introduced a permitted non-audit
services fee cap of 70% of the average audit
fee over a consecutive three-year period.
This cap came into effect for the Group in the
financial year ending 31 December 2020.
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The non-audit services during 2021 and 2020
related to the review of the Group’s half-
year reporting, which is not part of the audit
feecap.
The assurance provided by the external auditor
on this item is considered by the Group as
strictly necessary in the interests of the Group.
The non-audit services offered reflects the
auditor’s knowledge and understanding of the
Group. The Group has also continued with the
appointment of other accountancy firms to
provide certain non-audit services to the Group
in connection with internal audit, tax, systems
and regulatory advice and anticipates that this
will continue in 2022.
The external auditor was not engaged during
the year to provide any services which may
have given rise to a conflict of interest. The
Committee is satisfied that the overall levels
of audit and non-audit fees are not material,
relative to the income of the external auditor
as a whole, and therefore that the objectivity
and independence of the external auditor
was not compromised.
External audit effectiveness
The Committee considered the quality and
effectiveness of the external audit process.
We worked with KPMG to understand
their judgements about materiality and
considered the way they communicated
key accounting and audit judgements. This
approach was supplemented by members
of the Committee completing a detailed
questionnaire. The questionnaire evaluated
the overall effectiveness of the external
auditor including the audit partner’s and
his team’s approach, communication,
independence, objectivity, and reporting.
The results of the questionnaire were then
reported to and discussed by the Committee.
We also assessed the audit fees proposed by
KPMG. We reported our findings to the Board
as part of our recommendation.
At the planning meetings for the half-year
review and year-end audit, the external
auditor was required to explain their
understanding of significant risks to audit
quality, by reference to the Company’s
specific circumstances and changes in the
risks and reasons for those changes. We
explored the auditor’s understanding of
our business and industry knowledge which
informed their approach to identifying
risks. This was particularly relevant for the
acquisitions completed in-year to support
purchase price allocation outcomes for
example. We also considered the auditors
use of specialists in their work to support
their core team.
The Committee held private meetings
with the external auditor as necessary
after Committee meetings to review key
issues within their sphere of interest
andresponsibility.
Audit Committee Report continued
Reappointment of the external auditor
KPMG has acted as the auditor to the Group
since 2004 and was appointed as the auditor
to the Company on its flotation in 2007. The
lead audit partner rotates every five years to
ensure independence, with the last rotation
in 2020.
Following a formal competitive tender
exercise during 2016, in relation to the
audit for the Group for the year ended 31
December 2017, the Board approved the
Audit Committee’s recommendation to put
a resolution to shareholders at the 2017
Annual General Meeting to reappoint KPMG,
which shareholders subsequently approved.
We have therefore complied with the
requirement to ensure the external audit
contract is tendered within the ten years
prescribed by EU and UK legislation and the
Code’s recommendation. We confirm we
have complied with the provisions of The
Statutory Audit Services for Large Companies
Market Investigation (Mandatory use of
Competitive Tender Processes and Audit
Committee Responsibilities) Order 2014.
Since KPMG’s reappointment, we have
considered further the length of KPMG’s
tenure and have conducted detailed
stakeholder surveys on their performance
to assess their continued effectiveness
and independence. We continue to remain
satisfied with the work of KPMG and that
it continues to remain independent and
objective. In accordance with ISAs (UK) 260
and Ethical Standard 1 issued by the Financial
Reporting Council, and as a matter of best
practice, the external auditor has confirmed
its independence as auditor of the Company,
in a letter addressed to the Directors
Internal control
The Committee is responsible for
monitoring and reviewing the effectiveness
of the Group’s internal control and risk
management systems. Through monitoring
the effectiveness of its internal controls and
risk management, the Committee is able to
maintain a good understanding of business
performance, key judgemental areas and
management’s decision-making processes.
In 2021, the Committee:
• reviewed the framework and effectiveness
of the Group’s system of internal
control and risk management, including
financial, information technology and
operationalcontrols;
• received regular updates from
management and Internal Audit on
internal control improvements;
• reviewed reports from the external
auditor, KPMG, of the results of
its controls testing as part of the
externalaudit;
• assessed the framework of internal
control and risk management to ensure
that it was compliant with the Senior
Manager and Certification Regime; and
• reported to the Board on our evaluation
of the operation of the Group’s internal
control and risk management systems,
including Information Systems controls,
informed by reports from Internal Audit
(including PwC) and KPMG.
We consider the adequacy of management’s
response to matters raised and the
implementation of recommendations made.
The Board’s statement on internal control
and risk management can be found on
page74.
Internal Audit
The Group has an Internal Audit function
which, together with a PwC co-source
arrangement, delivers a risk-based internal
audit plan to provide independent assurance
over the Group’s key risks. The Audit
Committee meets with the Head of Internal
Audit without management present on an
annual basis. In addition, the Head of Internal
Audit meets separately with the Chair of the
Committee throughout the year to discuss
internal audit objectives.
In 2021, we:
• continued to oversee our Internal
Audit function, ensuring it has the
right expertise and experience to
provide effective challenge throughout
theorganisation;
• measured the effectiveness and value
of the function through metrics and
assessments, including with reference to
the IIA Code of Practice;
• reviewed and approved the Internal
AuditCharter;
• oversaw the succession of a new Head of
Internal Audit;
• reviewed the rolling 12-month Internal
Audit plan for appropriate risk coverage,
including quarterly in-year updates for
anychanges;
• considered the different sources of
assurance against the Group’s key risks to
ensure there is comprehensive risk and
assurance coverage;
• agreed and monitored the balance of
audit focus across strategic, operational,
third-party and core assurance areas;
• reviewed results from audits carried out
including any unsatisfactory audit findings
and related action plans, as well as
consideration of root causes;
• reviewed open audit actions, together
with monitoring progress against the
actions; and
• agreed the plan and received summary
reports on the progress of the Revenue
Assurance function.
Whistleblowing
The Group has established procedures by
which all employees may, in confidence,
report any concerns. Our whistleblowing
process sets out the ethical standards
expected of everyone that works for and with
us, and includes the procedures for raising
concerns in strict confidence. Our workforce
can raise concerns through their manager,
senior management and through our
confidential and independent whistleblowing
helpline. All investigations are carried out
independently with findings being reported
to the Audit Committee.
The Board, as a whole, monitors and
reviews the effectiveness of the Group’s
whistleblowing arrangements annually, to
ensure that it has sufficient oversight of
whistleblowing to support its work on culture,
risk and stakeholder engagement. The Audit
Committee receives reports on investigations
and all significant whistleblowing matters are
reported directly to the Board. The Board has
reviewed the whistleblowing arrangements
and is satisfied that they are effective,
facilitate the proportionate and independent
investigation of reported matters and allow
appropriate follow-up action to take place
Risk Committee
The Group has a separate Risk Committee
which is chaired by Sally James. The Risk
Committee operates separately but alongside
the Audit Committee. A separate report of
the work and responsibilities of the Risk
Committee is set out on pages 90 to 91. The
Group also has a separate Risk & Compliance
function, headed by the Chief Risk Officer,
who is a member of the Executive Team.
Audit Committee effectiveness
In 2021, we carried out an internal evaluation
of Audit Committee effectiveness which
involved the completion of a questionnaire,
with the results being analysed and
presented at the November Board meeting
for discussion. The Committee determined
it continues to be effective in fulfilling its role
and remains independent
Overview of Committee activities for
2022
Our priorities for 2022 will be:
• monitoring completion of the group’s
strategic data programme and assessing
post-programme controls effectiveness,
inparticular for revenue risk;
• continued focus on assurance over
the Group’s data management and
protectioncontrols;
• overseeing management’s preparations
and responses to the changing
control landscape, including the BEIS
consultation;
• monitoring control effectiveness of new
acquisitions; and
• monitoring progress and compliance with
ESG principles and reporting, including
support from Internal Audit.
This report was approved by the Board and
signed on its behalf by:
Caroline Britton
Chair of the Audit Committee
16 February 2022
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Risk Committee Report
“The Risk Committee is responsible
for overseeing the Group’s risk
management framework, ensuring
that risks are appropriately
identified, managed and mitigated,
and advising the Board on risk
appetite, strategy and culture”
Sally James
Chair of the Risk Committee
Quick facts
2021 highlights
• received reports from the Chief
Risk Officer and management on
the Group risk landscape, including
enhancements to the Group’s
compliance with the Senior Manager
and Certification Regime (‘SM&CR’);
the Group’s continued response
to COVID-19; and the Group’s
preparations for the new GCE General
Insurance Pricing requirements,
• continued to focus on technology and
data security risk and management’s
progress on improvements to cyber
security;
• oversaw management’s
implementation of the Group’s data
strategy and embedding enhanced
data protection processes and
controls; and
• monitored and advised the Board on
the risks associated with the Group’s
current and future strategic priorities.
• All members of the Committee
in 2021 were independent Non-
ExecutiveDirectors.
• Only members of the Committee
have the right to attend Committee
meetings. Other individuals may be
invited to attend meetings as and
when appropriate, including the Chair
of the Board, CEO, CFO, Chief Risk
Officer, Head of Internal Audit and
the General Counsel and Company
Secretary, together with appropriate
members of the management team
with responsibility for management of
key risks and the external auditor.
• The Committee regularly holds
private discussions with the Chief
Risk Officer, without executive
managementpresent.
• The Committee’s Terms of Reference
are available on the Investor section
of the Group’s website at http://
corporate.moneysupermarket.com
Committee members and
meetingsattended
Board members
Meeting
attendance
Sally James 3/3
Sarah Warby
1
2/3
Caroline Britton 3/3
Supriya Uchil 3/3
James Bilefield 3/3
Lesley Jones
2
1/1
1 Sarah Warby did not attend the September Risk
Committee as she was attending a funeral.
2 Lesley Jones joined the Board in September 2021.
Number of meetings of
the Risk Committee
3
Dear Shareholder
As Chair of the Risk Committee, I am pleased
to present the Risk Committee’s report for
the year ended 31 December 2021. I have
set out our role and activities in overseeing
the Group’s risk management framework,
ensuring risks are appropriately identified,
managed and mitigated, and advising the
Board on risk appetite, strategy and culture.
The Risk Committee maintains close links
with the Audit Committee, with the Chair
of each Committee being a member of the
other. This cross-membership and liaison
between the Committees, on agenda items
and reports, facilitates effective linkage
between both Committees and ensures
that any matters relating to internal control
and financial reporting are considered in an
effective and timely manner. In addition, the
Chair of the Risk Committee is also a member
of the Remuneration Committee to enable
the consideration of risk when setting the
Group’s remuneration policy.
Role
The primary role of the Risk Committee is
to assist the Board in its oversight of risk
management within the Group. This includes:
• advising the Board on the overall risk
appetite, tolerance, strategy and culture;
• overseeing and advising the Board on the
current risk exposures and future risk
strategy;
• overseeing the application of the risk
management framework;
• overseeing the management of key risks,
including strategic, operational, regulatory,
conduct and data risks across the Group;
• reviewing reports received from
management, the Risk & Compliance
function and, where appropriate, Internal
Audit or third parties on the identification,
management and mitigation of risks;
• reviewing reports from the legal team in
relation to legal matters affecting the Group;
• receiving ‘deep dive’ updates into key risk
areas including cyber, data protection and
third-party risks;
• overseeing compliance with relevant legal
and regulatory requirements; and
• considering and approving the remit
of the Risk & Compliance function and
ensuring it has adequate resources.
Principal activities in 2021
The Committee has an annual schedule of
work, developed from its Terms of Reference,
with standing items that it considers at each
meeting, in addition to any specific matters
upon which the Committee has decided to
focus. This schedule of work is expected to
evolve to reflect the Group’s strategy and
changes to the economic and regulatory
environment in which the Group operates.
The Risk Committee receives regular reports
from the management team, the Chief
Risk Officer and the General Counsel and
Company Secretary.
In 2021, the Committee:
• monitored and reviewed the Group’s
response to COVID-19, the operational
impact of continued homeworking and
the impact on the Group’s emerging and
principal risks and activities;
• updated and approved the Group Risk
Appetite Framework and Statement
following scenario analysis and
consideration by management, ensuring
its alignment with the Group strategy;
• received reports from management
on risks associated with the strategic
initiatives and received ad hoc reports
relating to new or emerging risks;
• reviewed and assessed the identification
and management of the Group’s business
model risks;
• oversaw improvements in the
management of technology risks, with a
focus on on enhancing the Group’s cyber
security arrangements;
• received reports on actions and progress
against the Group’s risk acceptances;
• oversaw and monitored the embedding of
enhanced data protection processes and
controls;
• received regular progress updates on
management’s approach to third-party
oversight through the embedding of the
Supplier Management framework;
• reviewed the conduct scorecards at
each meeting to ensure we are putting
customers at the heart of the business;
• oversaw the progress of integration
of acquisitions into the Group risk
management framework;
• continued to enhance reporting of legal
matters and regulatory developments;
• oversaw compliance with evolving
regulation, including the Group’s response
to the FCA General Insurance Pricing
requirements and interactions with our
regulators; and
• reviewed and approved updated
committee Terms of Reference.
Risk & Compliance
The Group has a Risk & Compliance
function, led by the Chief Risk Officer, which
overseas the Group’s risks and controls
together with the Group’s compliance with
the requirements of the various bodies
that regulate the Group’s activities. These
regulatory bodies include the CMA, the
FCA, the ICO and Ofgem (which operates
a voluntary code, relating to energy price
comparison, to which MoneySuperMarket
subscribes). During 2021, the Chief Risk
Officer was promoted to the Executive
Team reflecting the importance of the risk
management and internal control processes
to the Group.
In 2021, the Committee:
• reviewed and approved the Risk &
Compliance plan, which defines the
scope of the work that the function
will undertake including compliance
monitoring and assurance activities across
the Group – this included assurance
activities relating to FCA regulation and
compliance with GDPR, both internally
and in relation to key third parties which
support our business;
• considered the updates against the Risk &
Compliance plan and results of the work
performed since the previous meeting
and management’s response; and
• reviewed the resources and considered
the effectiveness of the Risk & Compliance
function.
Allocation of time
6% Governance
64% Risks in Focus
16% Legal &
Risk Reporting
7% Annual Risk &
Compliance Plan
7%
Private discussions with
Chief Risk Officer’
Risk Committee effectiveness
In 2021, we carried out an internal evaluation
of Risk Committee effectiveness which
involved the completion of a questionnaire,
with the results being analysed and
presented at the November Board meeting
for discussion. The Committee determined
it continues to be effective in fulfilling its role
and remains independent. In response to
an action identified in the 2020 evaluation,
the Committee has discussed emerging
and potential risks, with members of the
Committee drawing from their experience in
other sectors, as well as observations on the
business model of the Group.
Overview of Committee
activitiesfor2022
The management of operational risks will
continue to be our priority for 2022. We will
focus on management of risks associated
with the delivery of the strategic initiatives
and review the Group’s updated business
continuity arrangements. We will oversee the
ongoing embedding of enhanced controls in
respect of cyber security, data privacy and
third-party management.
The Group recognises that regulation, and
in particular the activities of the FCA, ICO,
Ofgem and the CMA, will continue to be a
feature of both the price comparison market
and the consumer markets in which we
operate. The Group has invested, and will
continue to invest, in skills and resources
in this area in 2022. We will oversee
the Group’s preparation for upcoming
regulatory developments, including the FCA
consumer duty and Ofgem faster switching
requirements.
I anticipate that, during 2022 I shall
be stepping down as Chair of the Risk
Committee with arrangements being put in
place for Lesley Jones to chair the Committee
thereafter.
This report was approved by the Board and
signed on its behalf by:
Sally James
Chair of the Risk Committee
16 February 2022
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Remuneration Committee report
“The Remuneration Committee’s key
responsibility is to determine and
apply the Remuneration Policy to
ensure it promotes the delivery of
our strategy and the long-term
success of the Group”
James Bilefield
Chair of the Remuneration Committee
2021 highlights
• Operated within the terms of the
Remuneration Policy approved by
shareholders at the 2020 AGM,
and which is designed to align the
remuneration for executive directors
tothe interests of our stakeholders;
• Reviewed and approved executive
bonus outcomes for 2021, which
appropriately reflected our
achievements in key strategic areas,
including Diversity & Inclusion in a
challenging market environment; and
• Set and assessed performance
targets for incentive schemes to
ensure continued alignment between
outcomes and the performance of the
businesses, our shareholders and the
wider workforce.
Quick facts
• All members of the Committee in 2021
were independent Non-Executive
Directors.
• Only members of the Committee
have the right to attend Committee
meetings. Other individuals may be
invited to attend meetings as and when
appropriate, including the Chair of the
Board, CEO, CFO, Chief People Officer,
Head of Reward, the General Counsel
and Company Secretary and the
external remuneration consultant.
• The members of the Remuneration
Committee can, where they judge
it necessary to discharge their
responsibilities, obtain independent
professional advice at the
Company’sexpense.
• The Committee’s Terms of Reference
were updated in November 2021 and
are available on the Investor section of
the Group’s website at http://corporate.
moneysupermarket.com
Allocation of time
Number of Meetings of the
Remuneration Committee
3
51% CEO and Exec Team
Remuneration
19% LTIP
5% SAYE
19% Governance
5% Gender Pay Gap
1% Miscellaneous
Committee members
and meetings attended
Board members
Meeting
attendance
James Bilefield 3/3
Caroline Britton 3/3
Sally James 3/3
Supriya Uchil 3/3
Sarah Warby 3/3
Dear Shareholder
I am pleased to present the Directors’
Remuneration Report for the year ended
31December 2021.
Our current Remuneration Policy was
approved by shareholders at the 2020 AGM.
A summary of the approved Policy is set out
on page 95.
Pages 95 to 106 of this report constitute the
Annual Remuneration Report, summarising
the 2021 outcomes and how we intend to
operate the Policy in 2022. This will be subject
to an advisory vote at the forthcoming Annual
General Meeting.
Pay for performance in 2021
As described elsewhere in the Annual Report
and Accounts, 2021 was a year of good
strategic progress as we delivered major
upgrades to our capabilities, building towards
a better, broader Group. Some end markets
continued to struggle, most notably travel
and energy, but we made good progress on
gross margin, driven in part by greater use
of data.
Our most significant changes were in
customer acquisition and our data and tech
platform. During the year we also expanded
and diversified the Group in line with our
strategy, acquiring Quidco and CYTI while
combining TravelSupermarket and Icelolly.
com into a separate, jointly owned entity.
Directors’ Remuneration Report
Remuneration
at a glance
As a Committee we ensure that our remuneration framework continues to align with our Group strategy
How we performed in the year
Total remuneration received by our Executive Directors
Salary Taxable Benefits Pension Annual Bonus LTIP/Other
Peter Duffy
CEO
575,000 18,690 28,750 162,202 –
Scilla Grimble
CFO
399,100 14,000 76,000 130,059 –
Group revenue
£316.7m
(2020: £344.9m)
Group adjusted EBITDA
£100.5m
(2020: £107.8m)
Net promoter score
72.1
(2020: 72)
How performance links to Executive Directors’ annual bonus
Personal targets
Performance targets are set each year by the Remuneration Committee by reference to factors such as the budget and strategic
objectives for the year, progress against the prior year and market expectations. Personal targets for 2021 included continued
delivery of the Group strategy, delivering the budget and our focus on delivery at pace across the Group.
Net promoter score
* AdjustedEBITDAisoperatingprofitbeforedepreciation,amortisationandimpairmentandadjustedforothernon-underlyingcosts.Thisisconsistentwithhow
businessperformanceismeasuredinternally.
A
Threshold
B
Target
C
Maximum
Achieved
Group revenue Group adjusted EBITDA*
£138m £143m £149m
74 75 76
£372m £387m £402m
A A
A
C
C C
B B
B
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Remuneration Committee Report continued
• During 2021, a number of salary increases
were made within the business to reflect
factors such as an increase to role scope.
The average increase was 13.5%.
• The expected salary increase during 2022
is 3%, with an extra 1% awarded to target
areas where roles are out of line with the
market and in year promotions.
Shareholder alignment
andengagement
We are mindful of our shareholders’ interests
and are keen to ensure a demonstrable link
between reward and value creation. We
remain committed to an open and ongoing
dialogue with our shareholders on the
issue of executive remuneration. We will be
seeking shareholder approval for our next
Remuneration Policy at the 2023 AGM, in
line with the normal three year cycle. As a
result, the Committee will be undertaking
a review of the Policy this year and we look
forward to engaging with our shareholders
on ourproposals.
Our remuneration report was supported by
over 99% of our shareholders at the 2021
AGM, and we look forward to receiving your
continued support at the forthcoming AGM.
James Bilefield
Chair of the Remuneration Committee
16 February 2022
Directors’ Remuneration Policy
At the Annual General Meeting held on 7 May 2020 shareholders approved the Remuneration Policy which became effective as at that date.
An extract of the Remuneration Policy table from the Remuneration Policy, updated where applicable for application in 2022 is reproduced
below for information only. The full Remuneration Policy is contained on pages 89 to 95 of the 2019 Annual Report which is available in the
Investor Relations section of the Group’s website (http://corporate.moneysupermarket.com).
Remuneration Policy table
Base salary
Purpose and link to strategy To provide competitive fixed remuneration to attract and retain Executive Directors of the calibre required to
deliver the business strategy for shareholders.
Operation The base salary for Executive Directors may be reviewed annually by the Committee. Individual salary
adjustments may take into account each Executive Director’s performance and experience in role, changes in
role or responsibility, the Group’s financial performance, as well external market data.
Maximum There is no prescribed maximum base salary.
Salary increases are ordinarily in line with the broader employee population but on occasions may need to
recognise, for example, an increase in the scale, scope or responsibility of the role and developments in the wider
competitive market.
Current base salary levels are set out on page 98.
Performance targets No specific targets although the Committee will take into account individual performance when considering
salary increases.
Pension
Purpose and link to strategy To provide an appropriate retirement benefit that is competitive in the relevant market.
Operation Executive Directors may participate in the Company’s defined contribution pension scheme and/or receive
salary supplements, or such other allowance as the Committee considers appropriate.
Maximum A maximum contribution or cash supplement of 20% of 2019 base salary for existing Executive Directors. Pension
contributions for current Executive Directors will be capped at the current monetary value and will not increase with
any future pay rises. Newly appointed Executive Directors from 2020 will have a maximum opportunity in line with
the wider workforce (currently 5% of base salary).
As disclosed previously, the pension contribution for Scilla Grimble will be reduced to the rate available to the wider
workforce (currently 5% of salary) by the end of 2022, in line with shareholder guidance.
Performance targets Not applicable.
Benefits
Purpose and link to strategy To provide market competitive benefits.
Operation Current benefit provision includes a car allowance, life insurance and private medical insurance. Other benefits
may be provided where appropriate including, for example, relocation and travel expenses and reimbursed
business expenses (including any associated tax liability) incurred when travelling in performance of duties.
Maximum There is no prescribed maximum monetary value for benefit provision. Benefits are set at a level which the
Committee determines is reasonable and appropriate and the value may vary depending on the benefit
provided and the market cost of the benefit given the individual’s personal circumstances.
Performance targets Not applicable.
Wehave developed a leaner and more
efficient core, consolidating infrastructure
while re-structuring teams to drive greater
agility and pace.
However, the wholesale energy market
conditions within Home Services impacted
the financial performance of the Group with
Revenue down 8% (11% excluding Quidco).
Gross margin was up c.4%pts driven
primarily by optimised acquisition strategies
and improved conversion in car insurance.
Adjusted EBITDA fell 7% following a rise
in administration costs, partially offset by
operational efficiencies, while profit after tax
declined further due to adjusting items.
As a result of these significant market
pressures, both the threshold EBITDA and
revenue targets for the Executive Annual
bonus plan, set at stretching levels during
the early part of the year, were not achieved
and therefore the outturn for this portion
of the annual bonus was zero. Despite
recognition of the significant negative
impact of external factors on our full year
numbers, as a committee, we decided not
to exercise discretion and that no financial
bonus would be payable to the Executive
Directors for 2021. The threshold target for
customer satisfaction, using our external
net promoter score measure, was achieved
at above threshold level, reflecting our
continued focus on customer delivery
during this challenging year. In addition,
the NPS measure grew by 0.6 points during
the year, to a level which we believe to be
significantly ahead of the average for our
peer group, although was below the target
set, resulting in a 46% payout. We are proud
of our continued progress against our
Diversity & Inclusion agenda, which resulted
in a pay-out of just above target for this
element of the bonus. This progress saw us
achieve improvements across Gender and
Multi-Ethnic diversity representation for the
group, high-disclosure rates for ongoing
reporting, significant engagement in inclusive
leadership training, as well as bringing
microaggressions to a very low level.
Executive Directors were eligible for
the personal element of their bonus in
recognition of their significant contribution
to leading many of our key strategic
achievements during the year, as referenced
above (and described in detail on page 101).
Taking into account all of the above, the
overall bonus outcomes were 18.8% and
24.1% of maximum for Peter Duffy and
Scilla Grimble, respectively. The Committee
considers that this overall outcome is
appropriate in the context of the wider
stakeholder experience and the overall
business performance in an exceptionally
challenging year. One third of this award
will be deferred into shares, in line with the
Remuneration Policy.
The 2019 LTIP award, which was based on a
combination of stretching adjusted EPS and
comparative total shareholder return targets,
will not vest based on the performance
over the three-year performance period to
31 December 2021. For the adjusted EPS
element (80% weighting), actual performance
fell below the lower end of the stretching
target range. For the TSR element (20%
weighting), performance was below median
against the FTSE 250 (excluding investment
trusts). Again, the Committee believes that
this outcome is a fair and appropriate
reflection of long-term performance over
theperiod.
Base salary adjustment during 2021
With effect from 1 September 2021, the
remit of Scilla Grimble’s role was significantly
expanded to also include responsibility
for chairing The Ice Travel Group and
additionally becoming the responsible
executive for MoneysavingExpert. In light
of this, the Committee reviewed Scilla’s
remuneration package to ensure that
it appropriately reflected the significant
increase to the scope of her role. The
Committee also took into account Scilla’s
development and performance in her role as
CFO since joining the business in February
2019. Based on this review, the Committee
approved an increase of 8.9% to Scilla’s base
salary, which took effect on 1 September
2021 to align with the change in the scope
of her role. No other changes to the package
were made.
Approach to remuneration in 2022
For 2022, we will operate under the terms
of our approved Remuneration Policy. Key
decisions made by the Committee include:
• Base salaries for the Executive Directors
will be increased by 3%, which aligns
with the baseline level of increase across
the employee population (and below
the expected average for the year of
4%). The Committee recognises that
this will represent a second increase
for Scilla Grimble following that in
September 2021, but considers this to
be appropriate and fully transparent of
the different rationale for each (i.e. the
September 2021 increase reflecting the
change in role only and the January 2022
increase reflecting the normal inflationary
increase in line with all other employees).
• The proposed performance measures
and weighting for both the 2022 annual
bonus and the 2022 LTIP are unchanged
from last year and continue to align to
our strategic priorities. The bonus will be
based on: Group adjusted EBITDA (50%),
Group revenue (20%), net promoter score
(7%), ESG – Diversity & Inclusion (7%),
and individual objectives (16%). The LTIP
will be based on: adjusted EPS (50%),
Revenue (30%) and relative TSR (20%).
• For the 2022 LTIP, threshold to stretch
targets over the three-year performance
period will remain unchanged as: 5% to
15% EPS growth per annum; 4% to 9%
revenue growth per annum; median to
upper quartile TSR performance versus
the FTSE 250 (excluding investment
trusts). The Committee is of the view that
these remain appropriately stretching in
the context of the current trading and
macroeconomic environment.
• Annual bonus and LTIP award levels
will remain unchanged and in line with
our Policy. For the LTIP, the Committee
recognises that some shareholders
have concerns around the potential for
perceived ‘windfall gains’ in circumstances
where the share price used to determine
the number of shares awarded has
significantly declined since the prior
award. The Committee recognises this
issue and, does not believe the specific
circumstances are likely to lead to any
“windfall gains” for this LTIP award.
Notwithstanding, provisions already
in place would allow for discretionary
downward adjustment to be made at
the point of vesting if the Committee
determines at that time that it would
beappropriate to do so.
Full details of the 2022 packages are set out
on pages 100 to 101.
The Committee is aware of the importance
of ensuring that our management
incentive framework appropriately aligns
with our strategy, including in the area of
Environmental, Social, Governance (“ESG”).
We already include objectives related to our
Diversity & Inclusion agenda in the annual
bonus and will continue to do so for 2022. In
the area of sustainability, our strategy is set
out on pages 46 to 61 of the annual report.
The Committee intends to review how best
to incorporate these objectives into the
incentive framework during 2022, as part of
the wider review of the Remuneration Policy.
Wider employees
The Committee recognises the importance
of considering executive remuneration in
the context of the remuneration structures
and outcomes which apply throughout the
business. Key points which we considered
during the year included:
• The principles of our pay positioning
apply at any level through the business
– we look to pay market competitively
to attract and retain the talent we need.
Weare a living wage employer.
• We cascade participation in the bonus
plan widely into the organisation and
can confirm that bonus outcomes for
2021 were higher than they were for the
executive directors.
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Remuneration Committee Report continued
Annual bonus
Purpose and link to strategy Incentivises the delivery of stretching financial, operational and strategic annual performance targets.
Deferralinto Moneysupermarket.com Group PLC shares increases long-term alignment with shareholders.
Operation The annual bonus is based on performance against stretching targets set at the start of the year by the Committee
and assessed following the end of the year.
A proportion of any annual bonus earned (at least one third) will be deferred into an award of Moneysupermarket.
com Group PLC shares under the terms of the Deferred Bonus Plan (‘DBP’). DBP awards will normally vest at least
two years after grant. The remainder will be paid in cash following the year end.
Clawback provisions apply for a period of two years following the payment of a cash bonus and the grant of any
DBPaward.
Maximum The maximum annual bonus opportunities in respect of a financial year will be:
• CEO: 150% of base salary;
• CFO: 135% of base salary.
Where considered appropriate in exceptional circumstances, the Committee may determine that the maximum
annual bonus opportunity in respect of a particular financial year is up to 200% of base salary.
Performance targets Payment is determined by reference to performance assessed over one financial year based on financial and
strategic performance measures which the Committee considers to be aligned to the strategy and the creation of
shareholder value. Such measures may include:
• Adjusted EBITDA;
• Revenue;
• Measures aligned to the strategy or KPIs;
• Personal objectives.
The Committee determines the weightings of the performance measures each year. The overall framework will
normally be weighted towards financial measures of performance. The performance measures and weightings
for the 2022 financial year are shown on page 99. The Committee retains discretion to use different or additional
measures or weightings in future years to ensure that the bonus framework appropriately supports the business
strategy and objectives for the relevant year.
Performance targets are set each year by the Committee by reference to factors such as the budget and strategic
objectives for the year, progress against the prior year and market expectations. Pay-out will be based on a scaled
performance target schedule, with the level of pay-out for threshold performance being no higher than 15% of the
maximum. The target schedule will be disclosed retrospectively in the Annual Remuneration Report.
The Committee has the discretion to adjust performance targets for any exceptional events that may occur during
theyear.
The Committee has discretion to override the formulaic outcome from the performance targets if appropriate
(forexample, in order to reflect the Group’s overall performance).
Long-Term Incentive Plan
Purpose and link to strategy Designed to align with both the strategic objectives of delivering sustainable earnings growth and the interests
of shareholders.
Operation Awards are made under the 2017 Long Term Incentive Plan, approved at the 2017 AGM.
Awards of Moneysupermarket.com Group PLC shares which vest subject to performance measured over a period of
at least three years. Vested awards may then be subject to an additional holding period, which unless the Committee
determines otherwise, will apply up to the fifth anniversary of the date of grant.
Clawback provisions apply for a period of five years from the date of grant.
Maximum The maximum award levels in respect of a financial year will be:
• CEO: 175% of base salary;
• CFO: 150% of base salary.
Where considered appropriate, the Committee may make an LTIP award in respect of a particular financial year of
up to 200% of base salary, in line with the rules of the plan.
Performance targets Vesting is determined by reference to performance assessed over a period of at least three years, based on
performance measures which the Committee consider to be aligned with the delivery of strategy and long-term
shareholder value.
For awards to be made in 2022, the measures are:
• Adjusted earnings per share (‘EPS’) – 50%
• Revenue – (30%)
• Comparative total shareholder return (‘TSR’) – 20%
The Committee has discretion to use different or additional performance measures or weightings for awards in
future years to ensure that the LTIP remains appropriately aligned to the prevailing business strategy and objectives.
Performance targets are set for each award by the Committee. The threshold level of vesting will be no higher than
20% of the maximum award.
Any performance target may be amended if an event occurs during the performance period which causes the
Committee to consider an amended performance target would be more appropriate and not materially less difficult
to satisfy.
The Committee has discretion to override the formulaic outcome from the performance targets if appropriate (for
example, in order to reflect the Group’s overall performance).
All employee share plans
Purpose and link to strategy To encourage wider employee share ownership and thereby increase alignment with shareholders.
Operation Executive Directors are eligible to participate in all employee share plans, which are offered on similar terms to
all employees, such as HMRC-approved Sharesave plans and Share Incentive Plans.
Maximum The maximum which applies to all employees, which includes the limits for any HMRC-approved plans are as
defined by HMRC from time to time.
Performance targets Not applicable.
Share ownership guidelines
Purpose and link to strategy To increase long-term alignment between executives and shareholders.
Operation Executive Directors are required to build up and maintain a substantial holding of Moneysupermarket.com Group
PLC shares of 200% of base salary.
To achieve this, Executive Directors must retain 50% of the net of tax vested LTIP shares until the guideline is met.
Unvested deferred bonus shares and vested shares subject to a holding period under the LTIP will count towards
the guideline (on a net of tax basis).
Maximum Not applicable.
Performance targets Not applicable.
Post-employment shareholding
Purpose and link to strategy To align Executive Director and shareholder interests after they have left the Group.
Operation Post-cessation shareholder guidelines of 200% of salary (or actual holding if lower) in year 1 and 100% of salary
(oractual holding if lower) in year 2. This applies to share awards made after the approval of the new Policy at the
2020 AGM.
• Unvested deferred bonus shares will continue to be subject to the two-year deferral period;
• Vested LTIP shares will continue to be subject to the two-year holding period; and
• Unvested LTIP awards will continue for ‘good leavers’ on a time pro-rated basis, subject to the original
performance targets, and on the original vesting and holding timeline such that no shares will be delivered
before five years from grant.
Maximum Not applicable.
Performance targets Not applicable.
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Remuneration Committee Report continued
Non-Executive Director fees
Purpose and link to strategy To provide market competitive fees which reflect the time commitment and responsibilities of each role.
Operation The fees for the Non-Executive Directors (excluding the Chair) are determined by the Board and comprise a base fee
with additional fees payable for additional responsibilities. The fees for the Chair are determined by the Committee
and are structured as a single fee.
Fees may be reviewed on an annual basis.
The Non-Executive Directors do not participate in any Company pension arrangements, nor do they currently
receive any benefits.
Non-Executive Directors may be reimbursed for business expenses (and any associated tax liabilities) incurred when
travelling in performance of duties.
Maximum There is no prescribed maximum annual increase. The Board is guided by the general increase in the Non- Executive
Director market and for the broader employee population but on occasion may need to recognise, for example, an
increase in the scale, scope or responsibility of the role.
Current fee levels are set out on page 100 and will not exceed the aggregate maximum levels set out in the
Company’s Articles of Association.
Performance targets Not applicable.
Non-Executive Directors do not participate in variable pay arrangements.
Service agreements for Executive Directors
The service agreements of the Executive Directors are not fixed term and are terminable by either the Company or the Director on 12months’
notice and make provision, at the Board’s discretion, for early termination by way of payment of salary, benefits and pension in lieu of
12months’ notice. Under these service agreements, the Committee has discretion to make such payments on a phased basis, subject
tomitigation.
Non-Executive Directors
Non-Executive Directors are appointed under arrangements that may generally be terminated by either the Company or the Director on up
to three months’ notice and their appointment is reviewed annually. The remuneration package for a newly appointed Non-Executive Director
would normally be in line with the structure set out in the Remuneration Policy table.
Annual Report on Remuneration
Implementation of the Remuneration Policy for the year ending 31 December 2022
A summary of how the Directors’ Remuneration Policy will be applied during the year ending 31 December 2022 is set out below.
Base salary
The Remuneration Committee has determined base salaries for the Executive Directors, with effect from 1 January 2022, as set out below.
2022
£
2021
£
%
increase
Peter Duffy 592,300 575,000 3
Scilla Grimble 434,800 422,100* 3
* ThebasesalaryforScillaGrimblewasincreasedon1September2021(seepage93).
The Group’s employees are, in general, receiving baseline salary increases of 3% and it is anticipated that the average increase during 2022 will
be 4% once in-year strategic market pay adjustments and promotions are considered.
Pension arrangements
Peter Duffy will receive a pension allowance of 5% of salary which is aligned to that currently received by the wider workforce. Scilla Grimble
will continue to receive, in line with the current Remuneration Policy, a fixed pension allowance of £76,000, which represents 17.5% of
salary. As communicated in last year’s report, the Committee has agreed to align Scilla’s pension contribution with that available to the
widerworkforce by the end of 2022, in line with shareholder guidance.
Annual bonus
For the year ending 31 December 2022, the maximum annual bonus opportunities will be in line with the Policy, as shown in the following table:
% of salary
Peter Duffy 150%
Scilla Grimble 135%
Awards will be determined based on a balanced combination of Group financial and operational performance and individual performance,
directly aligned to our KPIs and strategic objectives, as shown below. For 2022, the Board will continue to focus on adjusted EBITDA and
revenue growth as key financial metrics for our strategic delivery. We are retaining the Group-wide measures in respect of customer
satisfaction (net promoter score) and ESG (Diversity & Inclusion objectives) which align to the Group’s strategic objectives and KPI reporting
(see page 26). We will retain a final component based on personal objectives, which includes objectives related to the delivery of a number of
key priorities. The weightings for the various metrics are set out below:
Metric
Weighting
(% of bonus)
Adjusted EBITDA 50%
Revenue growth 20%
Net promoter score 7%
ESG: Diversity & Inclusion 7%
Personal objectives 16%
Maximum bonus will only be payable when performance has significantly exceeded expectations. The Committee believes that the underlying
targets are commercially sensitive and cannot be disclosed at this stage. To the extent that they are no longer commercially sensitive, they will
be disclosed in next year’s Report.
In line with the Remuneration Policy, one third of any bonus earned will be deferred into Moneysupermarket.com Group PLC shares for a
period of two years.
Long-term incentives
For the year ending 31 December 2022, annual LTIP awards will be in line with the Policy, as shown in the following table:
% of salary
Peter Duffy 175
Scilla Grimble 150
The extent to which 2022 LTIP awards will vest will be dependent on three independent performance conditions as follows:
Metric
Weighting
(% of award) Performance condition Threshold Maximum
Vesting (% of maximum) 20% 100%
Compound annual growth in adjusted
earnings per share (‘EPS’)
50% Compound annual growth in adjusted earnings per share over
the three-year performance period.
5% 15%
Compound annual growth in Group
revenue
30% Compound annual growth in Group revenue over the three-year
performance period.
4% 9%
Comparative total shareholder return 20% Comparative total shareholder return against the constituents of
the FTSE 250 Index (excluding Investment Trusts).
Three-month averaging is applied at the start and end of the
performance period.
Median Upper
quartile
Vesting is on a straight-line basis between threshold and maximum.
The target ranges for this award remain unchanged from prior years, as the Committee considers the target ranges to represent an
appropriate level of stretch in the current environment.
For the LTIP, the Committee recognises that some shareholders have concerns around the potential for perceived ‘windfall gains’ in
circumstances where the share price used to determine the number of shares awarded has significantly declined since the prior award. The
Committee recognises this issue and, does not believe the specific circumstances are likely to lead to any “windfall gains” for this LTIP award.
Notwithstanding, provisions already in place would allow for discretionary downward adjustment to be made at the point of vesting if the
Committee determines at that time that it would be appropriate to do so.
Upon vesting, the 2022 LTIP awards will be subject to an additional holding period which expires on the fifth anniversary of the date of grant.
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Remuneration Committee Report continued
Non-Executive Directors
The fees for the Non-Executive Directors for 2022 will be increased in line with the increase given to the Executive Directors and in line with
that given to the wider workforce, as follows:
2022
£
2021
£
%
increase
Chair 258,530 251,000 3
Base fee 62,624 60,800 3
Additional fees:
Senior Independent Director 15,450 15,000 3
Committee Chair fee 11,330 11,000 3
Committee membership fee per Committee 1,545 1,500 3
Employee Champion fee 7,725 7,500 3
Remuneration received by Directors for the year ended 31 December 2021 (audited)
Directors’ remuneration for the year ended 31 December 2021 was as follows:
Salary/fees
(£)
Taxable
benefits
1
(£)
Pension
2
(£)
Total fixed
(£)
Annual
bonus
3
(£)
Vesting
LTIPs
(£)
Total
variable
(£)
Total
(£)
Peter Duffy (appointed 1 September 2020)
2021 575,000 18,690 28,750 622,440 162,202 – 162,202 784,642
2020 191,667 5,296 9,583 206,546 – – – 206,546
Scilla Grimble
2021 399,100 14,000 76,000 489,100 130,059 – 130,059 619,159
2020 387,600 14,127 76,000 477,727 – – – 477, 727
Robin Freestone
2021 251,000 – – 251,000 – – – 251,000
2020 251,000 – – 251,000 – – – 251,000
James Bilefield (appointed 1 May 2020)
2021 76,300 – – 76,300 – – – 76,300
2020 50,867 – – 50,867 – – – 50,867
Sally James
2021 91,300 – – 91,300 – – – 91,300
2020 91,300 – – 91,300 – – – 91,300
Sarah Warby
2021 74,300 – – 74,300 – – – 74,300
2020 74,300 – – 74,300 – – – 74,300
Caroline Britton
2021 74,800 – – 74,800 – – – 74,800
2020 74,800 – – 74,800 – – – 74,800
Supriya Uchil (appointed 1 March 2020)
2021 66,800 – – 66,800 – – – 66,800
2020 55,667 – – 55,667 – – – 55,667
Lesley Jones (appointed 1 September 2021)
2021 21,767 – – 21,767 – – – 21,767
2020 – – – – – – – –
Total
2021 1,630,367 32,690 104,750 1,767,807 292,261 – 292,261 2,060,068
2020 1,177,201 19,423 85,583 1,282,207 – – – 1,282,207
Notes
1 TaxableBenefits–BenefitsfortheExecutiveDirectorsincorporateallbenefitsandexpenseallowancesarisingfromemploymentandrelatetotheprovisionofacarallowance
andhealthinsurance.
2 Pension–Pensionpaymentsreflectdefinedcontributionand/orsalarysupplementarrangements.TheCompanyprovidedsalarysupplementsforourExecutiveDirectors
during2021.
3 Annualbonus–theamountsshowninthetableaboverepresentthefullvalueoftheannualbonusearnedinrespectoftheyear.Onethirdofanyamountshownisdeferredinto
sharesforthreeyears.
Annual bonus
Maximum bonus entitlement for the year ended 31 December 2021 as a percentage of base salary was 150% for Peter Duffy and 135% for
Scilla Grimble for the achievement of stretching targets specific to growth in revenue, adjusted EBITDA, Diversity & Inclusion and customer
satisfaction (YouGov Brand Index) as well as specific personal objectives.
The performance targets, weightings, and actual performance against those targets, are set out below:
Performance targets Peter Duffy Scilla Grimble
Group revenue £328.9m 0% Weighting (% of bonus) 20% 20%
£341.3m 33%
£353.7m 67%
£378.5m 100%
£306.10m Actual Payout (% of max) 0% 0%
Group adjusted EBITDA £105.4m 25% Weighting (% of bonus) 50% 50%
£106.8m 44%
£108.1m 67%
£110.8m 100%
£100.50m Actual Payout (% of max) 0% 0%
Customer satisfaction 71.7 25% Weighting (% of bonus) 7% 7%
72.6 46%
73.2 67%
74.7 100%
72.1 Actual Payout (% of max) 30.6% 30.6%
Diversity & Inclusion Performance metrics to support the implementation of
the D&I strategy to improve the diversity of talent at all
levels, create an inclusive, fair and equitable environment,
and participate in education and awareness activities
Achievements included::
• 44.5% of the Group are female (+1% from 01/2021)
• 53% of the SLT are female (+12% from 01/2021)
• 43% of our new hires across the Group were women
in 2021 (excl. CYTI transfer)
• 50% drop in reported microaggressions to just 26
colleagues across MSM & MSE
• 10.6% of our Senior Leadership Team are multi-
ethnic (+3.7% from 09/2021)
• 79.4% Multi-Ethnic disclosure across MSM & MSE
• c160 Managers trained on Inclusive Leadership
across 2021
Weighting (% of bonus) 7% 7%
Payout (% of max) 85.7% 85.7%
Personal
The personal targets were set individually for each
Executive Director based on the key objectives for the
year in their area of responsibility and include a shared
objective related to D&I – see tables below
Weighting (% of bonus) 16% 16%
Payout (% of max) 66.7% 100%
Total Payout (% of maximum) 18.8% 24.1%
Payout (% of salary) 28.2% 32.6%
In accordance with the Remuneration Policy, to ensure fair and consistent performance measurement, the Group financial performance
targets may be adjusted to reflect exceptional one-off and unanticipated items, However, the Committee decided not to adjust the financial
targets in the wake of the COVID-19 pandemic but made an assessment that the final outcome was appropriate in the context of the overall
performance of the Group and whether awards were appropriate, taking into account the impact on all our key stakeholders.
The personal targets were set for Peter Duffy and Scilla Grimble based on key areas of strategic focus for the year. The table below highlights
their key objectives and achievements against their personal targets.
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Remuneration Committee Report continued
Peter Duffy
Objective
Maximum opportunity
(% of salary) Performance outcome and key achievements
Leadership delivery, at pace 12% • Peter led the business to achieve significant restructuring and re-
platforming across 2021, with the objective of improving our cyber
posture, bringing our data environment up to date, improving the
cadence of delivery and delivering YOY savings. Major changes in
data architecture, CRM and paid acquisition have been achieved,
transforming group capability across 3 new core platforms – GCP,
SA360 & Braze. Further we’ve made significant changes in Product
& Technology and Data Engineering to build competence, alignment
and a ‘single platform’ mentality. The MSM creative was also
completely revitalised and relaunched under Peter’s direct guidance.
Execution and Focus 12% • The group delivered three significant transactions over the
course of 2021 (QuidCo, CYTI and ITG). Under Peter’s direction
the group restructured to leaner, flatter structures driving clearer
accountability and faster-decision making. We have also completed
the full integration of Decision Tech including co-location in our
London offices.
Scilla Grimble
Objective
Maximum opportunity
(% of salary) Performance outcome and key achievements
Improve efficiency, enhance business
intelligence and insight and improve
understanding and management of
operationalrisk
10.8% • Scilla led on multiple initiatives that together delivered 1.5% pts
improvement in gross margin. Simplification and automation
of processes and integration of acquisitions also delivered
meaningfulsavings.
Deliver value enhancing Group
strategyprocess.
10.8% • Under Scilla’s direct strategic and operational guidance the group
delivered three significant transactions over the course of 2021,
namely QuidCo, CYTI and ITG. These 3 deals required significant
cross-functional effort for due diligence, deal completion and
post-acquisition integration. Post deal Scilla assumed the roles
Chair of ITG, delivering a strategic plan. Simultanously she led the
streamlining of the groups strategic process and has delivered an
enhanced goal setting and OKR process to strengthen the delivery
focus of the group. Scilla assumed executive responsibility for MSE,
where work on the various MSE initiatives progressed on track.
Vesting of LTIP awards
The LTIP award granted on 28 March 2019 was based on performance to the year ended 31 December 2021. Peter Duffy was not employed
by the Company in 2019 and therefore was not granted a 2019 LTIP award. The performance targets for this award, and actual performance
against those targets, was as follows:
Metric Weighting Performance condition Threshold Maximum Actual Vesting %
Vesting 20% 100%
Compound annual
growth in adjusted
earnings per share
80% Compound annual growth in adjusted earnings per
share from 31 December 2019 to 31 December 2021
5% 15% (11.9)% 0%
Comparative total
shareholder return
20% Comparative total shareholder return against the
constituents of the FTSE 250 index (excluding
Investment Trusts) from 31 December 2019 to
31 December 2021. Comparative total shareholder
return measured over three financial years with a
three-month average at the start and end of the
performance period.
Median Upper
quartile
Below
Median
0%
Total
vesting 0%
Note:Vestingisdeterminedonastraight-linebasisbetweenthresholdandmaximum.
Long-term incentives granted during the year (audited)
During the year, the following share awards were made to the Executive Directors:
Executive Director Type of award Basis of award granted
Face value
of award
1
£
% of maximum that
would vest at threshold
performance
Vesting determined
by performance over
Peter Duffy 2021 LTIP 175% of salary 378,062 20% three financial years to
Scilla Grimble 2021 LTIP 150% of salary 218,440 20% 31 December 2023
1 FacevaluefortheLTIPawardswasdeterminedusingtheaveragesharepriceovertheprecedingfivetradingdayspriortothedateofgrant.Thegrantdatewas31March2021
withanaveragesharepriceof£2.6616.
The performance targets for the 2021 LTIP awards are as follows:
Metric
Weighting
(% of award) Performance condition Threshold Maximum
Vesting (% of maximum) 20% 100%
Compound annual growth in
adjusted earnings per share
50% Compound annual growth in adjusted earnings per share over the
three-year performance period.
5% 15%
Compound annual growth in
Group revenue
30% Compound annual growth in Group revenue over the three-year
performance period.
4% 9%
Comparative total shareholder
return
20% Comparative total shareholder return against the constituents of the
FTSE 250 Index (excluding Investment Trusts) over the three-year
performance period. Three-month averaging is applied at the start
andend of the performance period.
Median Upper
quartile
Note:Vestingisdeterminedonastraight-linebasisbetweenthresholdandmaximum.
Payments to past Directors (audited)
There were no payments to past Directors during the year.
Statement of Directors’ shareholdings and share interests (audited)
Director
Beneficially
owned at
31 December
2021
Outstanding
LTIP
awards
Outstanding
share awards
under all
employee
share plans
Total
interest
in shares
Beneficial
shares owned
as a % of
base salary at
31 December
2021
Peter Duffy 37,060 614,617 8,867 650,544 240%
Scilla Grimble 87,016 579,203 6,122 672,341 333%
Robin Freestone 114,824 – – 114,824 n/a
Sally James 20,000 – – 20,000 n/a
Caroline Britton – – – – n/a
Sarah Warby – – – – n/a
James Bilefield 10,000 – – 10,000 n/a
Lesley Jones – – – – n/a
Supriya Uchil – – – – n/a
TheshareholdingvalueusedforthepurposesofthetableaboveisbasedontheaveragesharepriceduringDecember2021
Executive Directors are required to hold shares in the Company worth 200% of base salary and must retain 50% of the net of tax value of
anyvested LTIP shares until the guideline is met.
In the period from 31 December 2021 to the date of this Report, there has been no change in the Directors’ interests in shares in
theCompany.
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Contents_GEN_PageContents_GEN_Page Contents_GEN_PageL2Contents_GEN_PageL2 Contents Generation – SectionContents Generation – Section
Remuneration Committee Report continued
Outstanding share awards
The table below sets out details of outstanding share awards held by the Executive Directors.
Executive
Director Scheme Grant date
Exercise
price
No. of
shares at
1 January
2021
Granted
during
the year
Vested
during
the year
Lapsed
during
the year
No. of
shares at
31 December
2021
End of
performance
period
Vesting/
exercise
date
Peter Duffy LTIP 01/09/2020 Nil 236,555 – – 236,555 31/12/2022 01/09/2023
31/03/2021 Nil – 378,062 – – 378,062 31/12/2023 31/03/2024
Scilla Grimble LTIP 28/03/2019 Nil 157,363 – – – 157,363 31/12/2021 28/03/2022
LTIP 01/04/2020 Nil 203,400 – – 203,400 31/12/2022 01/04/2023
LTIP 31/03/2021 Nil – 218,440 – – 218,440 31/12/2023 31/03/2024
Buy-out
award 14/02/2019 Nil 22,178 – (22,178) – 0 n/a Various
1
1 ThisawardwasmadeinconnectionwithScillaGrimble’srecruitmenttotheCompanytotakeaccountofcompensationrelinquishedfromherpreviousemployerasaresultof
commencingemploymentwiththeCompany.Thetotalawardwasover164,600shares,andwassubjecttoavestingtimeline(inlinewiththeforfeitedremuneration)asfollows:
50,791on22June2019;41,252on19March2020;31,704on23June2020;18,675on14August2020;22,178on19March2021.
Performance graph (unaudited)
The following graph shows the cumulative total shareholder return of the Company over the last ten financial years relative to the FTSE 250
Index (excluding Investment Trusts). The Remuneration Committee considers the FTSE 250 Index (excluding Investment Trusts) to be an
appropriate index for total shareholder return and comparison disclosure as it represents a broad equity market index in which the Company
is a constituent member.
This graph shows the value, by 31 December 2021, of £100 invested in Moneysupermarket.com Group PLC on 31 December 2011 compared
with the value of £100 invested in the FTSE 250 Index (excluding Investment Trusts) on the same date, assuming the reinvestment of
dividends. The other points plotted are the values at intervening financial year ends.
0
100
200
300
400
500
Dec-11 Dec-12 Dec-13 Dec-14 Dec-15 Dec-18 Dec-20Dec-19 Dec-21Dec-17Dec-16
Moneysupermarket.com Group PLC
FTSE 250 Index (excluding Investment Trusts)
Total remuneration for Chief Executive Officer (unaudited)
The total remuneration figures for the Chief Executive Officer during each of the last ten financial years are shown in the table below. The total
remuneration figure includes the annual bonus based on that year’s performance and LTIP awards based on three-year performance periods
ending in the relevant year. The annual bonus payout and LTIP vesting level as a percentage of the maximum opportunity are also shown for
each of these years.
Year ended
31 December 2012 2013 2014 2015 2016 2017 2017 2018 2019 2020 2020 2021
CEO Peter
Plumb
Peter
Plumb
Peter
Plumb
Peter
Plumb
Peter
Plumb
Peter
Plumb
Mark
Lewis
Mark
Lewis
Mark
Lewis
Mark
Lewis
Peter
Duffy
Peter
Duffy
Total remuneration (£)
2,866,123 3,059,163 3,365,277 2,715,342 2,391,627 1,064,634 841,030 1,156,842 1,244,266 459,651 206,546 784,642
Annual bonus (% of maximum)
94% 83% 85% 95% 72% 60% 47% 61% 55.8% n/a n/a 18.8%
LTIP vesting (% of maximum)
94% 100% 98% 85% 81% 68% n/a n/a 9.6% n/a n/a n/a
Pay ratio
The table below discloses the ratio of CEO pay for 2021, using the single total figure of remuneration (‘STFR’) of the CEO (as disclosed on page 100
to the comparable earnings of the rest of the employees in the Group, at a number of prescribed data points (25th, 50th and 75th percentiles).
Year Method
25th percentile
(P25) pay ratio
Median (P50)
pay ratio
75th percentile
(P75) pay ratio
2021 Option A 20:1 14:1 11:1
2020 Option A 19:1 14:1 10:1
2019 Option A 35:1 25:1 18:1
2018 Option A 35:1 24:1 17:1
Notes:
TheratiosarecalculatedusingoptionAinthedisclosureregulations.Theemployeesatthelowerquartile,medianandupperquartile(P25,P50,andP75,respectively)were
determinedbasedontotalremunerationfor2021usingavaluationmethodologyconsistentwiththatusedfortheCEOinthesinglefiguretable.Thisoptionwasselectedonthe
basisthatitprovidedthemostaccuratemeansofidentifyingthemedian,lowerandupperquartileemployees.Thecalculationisundertakenonafull-timeequivalentbasis.
Thetotalremunerationinrespectof2021fortheemployeesidentifiedatP25,P50andP75is£39,105,£54,342,and£73,499respectively.Thebasesalaryinrespectof2021for
theemployeesidentifiedatP25,P50andP75is£36,790,£52,258,and£70,005respectively.
The Committee considers pay ratios as one of many reference points when considering remuneration. Throughout the Company, pay is
positioned to be fair and market competitive in the context of the relevant talent market, fairly reflecting market data and other relevant
benchmarks for the role. The Committee notes the limited comparability of pay ratios across companies and sectors, given the diverse range
of business models and employee population profiles which exist across the market. A significant proportion (over 70%) of the CEO’s total
remuneration is delivered in variable remuneration, and particularly via long-term share awards under the DBP and LTIP. In order to drive
alignment with investors, the value ultimately received from LTIP awards is linked to stretching Company performance targets and long-
term share price movement. As a result, the pay ratio is likely to be driven largely by the CEO’s LTIP outcome and may therefore fluctuate
significantly on a year-to-year basis.
Percentage change in the Directors’ remuneration (unaudited)
The table below shows the percentage change in the Executive Directors and Non-Executive Directors’s salary, benefits and annual bonus
compared to that of the average percentage change for all employees of the Group for each of these elements of pay, in respect of the
relevant financial year.
Salary
%
2021
Taxable
benefits
%
Annual bonus
%
Salary
%
2020
Taxable
benefits
%
Annual bonus
%
Peter Duffy (appointed 1 September 2020) 0 5 100 2 0 (100)
Scilla Grimble 3 -1 100 2 0 (100)
Robin Freestone 0 – – 2 – –
Sally James 0 – – 1 – –
Sarah Warby 0 – – 0 – –
Caroline Britton 0 – – 1 – –
Supriya Uchil (appointed 1 March 2020) 0 – – – – –
James Bilefield (appointed 1 May 2020) 0 – – – – –
Lesley Jones (appointed 1 September 2021) 0 – – – – –
Other employees 3 3 100 3 2 (100)
All employees (excluding QC) have been selected in the comparator pool.
Annual Report and Accounts 2021
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Moneysupermarket.com Group PLC
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Contents_GEN_PageContents_GEN_Page Contents_GEN_PageL2Contents_GEN_PageL2 Contents Generation – SectionContents Generation – Section
Remuneration Committee Report Directors’ Report
The Directors’ Report
sets out additional
statutory information
Alice Rivers
Interim Company Secretary
Annual General Meeting
The Annual General Meeting (‘AGM’) of
Moneysupermarket.com Group PLC (the
‘Company’) will be held at 1 Dean St, London,
W1D 3RB on Thursday 5 May 2022 at
10.00am. The notice convening the meeting,
with details of the business to be transacted
at the meeting and explanatory notes is set
out in a separate AGM circular which has
been issued to all shareholders at the same
time as this Report.
Dividend
The Directors recommend a final dividend
of 8.61p (2020: 8.61p) per ordinary share
in respect of the year ended 31 December
2021. If approved by shareholders at the
forthcoming AGM, this will be paid on 12
May 2022 to shareholders on the register at
close of business on 1 April 2022. The final
dividend and the interim dividend of 3.10p
per ordinary share paid in September 2021,
gives a total dividend for the year of 11.71p
(2020: 11.71p) per ordinary share (excluding
the special dividend).
Issued share capital and control
As at 31 December 2021, the issued share
capital of the Company was £107,372
comprising 536,861,647 ordinary shares of
0.02p each. Full details of the share capital of
the Company and changes to share capital
during the year are set out in note 21 to the
Group Financial Statements on page 143.
The information in note 21 is incorporated
by reference and forms part of this
Directors’Report.
At the 2021 AGM, shareholders authorised
the Directors to allot up to 357,450,000
ordinary shares in the capital of the
Company. Directors will again seek authority
from shareholders at the forthcoming AGM
to allot up to 357,545,000 ordinary shares.
Holders of ordinary shares are entitled
to receive dividends when declared, to
receive the Company’s Annual Report, to
attend and speak at general meetings of the
Company, to appoint proxies and to exercise
votingrights.
On a show of hands at a general meeting
of the Company, every holder of ordinary
shares present in person or by proxy, and
entitled to vote, has one vote and, on a poll,
every holder of ordinary shares present in
person or by proxy, and entitled to vote,
has one vote for every ordinary share held.
Electronic and paper proxy appointments
and voting instructions must be received
not later than 48 hours before the meeting.
A holder of ordinary shares can lose the
entitlement to vote and the right to receive
dividends where that holder fails to comply
with a disclosure notice issued under section
793 of the Companies Act 2006. There are
no issued shares in the Company with special
rights with regard to control of the Company.
The Company operates a Share Incentive
Plan which entitles all employees to purchase
ordinary shares in the Company using
money deducted from their pre-tax salary.
Plan shares are held in trust for participants
by Equiniti Share Plan Trustees Limited
(‘Trustee’).
Voting rights are exercised by the Trustee in
accordance with participants’ instructions. If a
participant does not submit an instruction to
the Trustee, no vote is registered. In addition,
the Trustee does not vote on any unawarded
or forfeit shares held under the Plan as
surplus assets. As at the date of this report,
the Trustee held 0.06% of the issued ordinary
share capital in the Company.
The Company operates a Long-Term
Incentive Plan (‘Plan’) and shares are held
by the trustees, Ocorian Limited (‘Ocorian’),
pending vesting of the shares awarded
under the Plan. Ocorian does not vote on
any shares held in trust. As at the date of this
Report, Ocorian held 0.04% of the issued
ordinary share capital in the Company.
Full details of the rights and obligations
attaching to the Company’s share capital are
contained in the Articles of Association.
All of the Company’s share schemes contain
provisions relating to a change of control.
Outstanding options and awards normally
vest and become exercisable on a change
of control subject to satisfaction of any
performance conditions at that time. Save in
respect of provisions of the Company’s share
schemes, there are no agreements between
the Company and its Directors or employees
providing compensation for loss of office or
employment (whether through resignation,
purported redundancy or otherwise) that
occurs because of a takeover bid.
The Company has entered into two significant
agreements which would be terminable upon
a change of control; the bank loan to fund
the acquisition of Quidco and the extension
of its credit facility agreement to October
2024, both with Barclays Bank PLC, the Bank
of Ireland and Silicon Valley Bank.
Employee engagement
In 2021, the Group engaged directly with a representative group of employees to explain how executive remuneration aligns with wider
Company pay policy. The Remuneration Committee reviews workforce remuneration and related policies and the alignment of incentives and
rewards with culture, taking these into account when setting the policy for Executive Director remuneration.
Relative importance of spend on pay (unaudited)
The following table shows the Company’s actual spend on pay (for all employees) relative to dividends, tax and retained profits:
2020 2021 change %
Staff costs (£m) 55.7 57.6 3
Dividends (£m) 62.8 62.8 0
Tax (£m) 18.5 18.1 -2
Profit after tax (£m)* 69.3 52.1 -25
* 2021afteradjustingforNon-controllingInterestof(£0.6m).PreviouslyreferredtoasRetainedProfits.
Consideration by the Directors of matters relating to Directors’ remuneration
The Remuneration Committee comprises five Independent Non-Executive Directors: James Bilefield (Chair), Sally James, Caroline Britton,
SarahWarby and Supriya Uchil. Biographies of the members of the Remuneration Committee are set out on pages 66 to 67.
The Remuneration Committee’s duties include:
• determining the policy for the remuneration of the Chair, Executive Directors and executive management;
• determining the remuneration package of the Chair, Executive Directors and executive management, including, where appropriate,
bonuses, incentive payments and pension arrangements within the terms of the agreed framework and policy;
• ensuring the remuneration practices and policies for the wider workforce are aligned to our strategy and culture; and
• determining awards under the Company’s long-term incentive schemes.
In 2021, we carried out the annual evaluation of the Remuneration Committee’s effectiveness as part of an externally facilitated Board
evaluation process. The outcome of the review determined that it continues to be effective in fulfilling its role and that actions implemented in
response to previous reviews had been successfully implemented.
During 2021, the Remuneration Committee and the Company received advice from Deloitte LLP, who are independent remuneration
consultants, in connection with remuneration matters including the Group’s performance related remuneration policy. Deloitte LLP is a
member of the Remuneration Consultants Group and is committed to that group’s voluntary code of practice for remuneration consultants in
the UK. Deloitte LLP has no other connection or relationship with the Group. During 2021, Deloitte LLP also provided services to the Group in
respect of corporate tax and VAT advice and risk advisory work. The fees paid to Deloitte LLP for providing advice which materially assisted the
Committee in relation to executive remuneration over the financial year under review was £21,450.
Outside appointments
Executive Directors are permitted to accept outside appointments on external boards so long as these are not deemed to interfere with the
business of the Group. During 2021, Peter Duffy was a Non-Executive Director of Close Brothers Group plc and is President of ISBA – the
UKtrade body for leading British advertisers. Scilla Grimble was appointed as a Non-Executive Director of Taylor Wimpey plc with effect from
1March 2021.
Statement of voting at general meeting
The following votes were received from shareholders in respect of the Directors’ Remuneration Report at last year’s Annual General Meeting
and in respect of the Remuneration Policy at the 2020 Annual General Meeting:
Remuneration Report
(2021 AGM)
Remuneration Policy
(2020 AGM)
Votes % Votes %
Votes cast in favour
1
424,628,000 99.22 355,091,953 92.38
Votes cast against 3,347,024 0.78 29,305,323 7.62
Total votes cast 427,975,044 384,397,276
Abstentions
2
7,964 18,376,810
1 IncludesChair’sdiscretionaryvotes.
2 Avotewithheldisnotavoteinlawandisnotcountedinthecalculationoftheproportionofvotesvalidlycast.
This report was approved by the Board and signed on its behalf by:
James Bilefield
Chair of the Remuneration Committee
16 February 2022
Annual Report and Accounts 2021
106
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Strategic Report Governance Financial Statements
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Directors’ indemnities
During the financial year ended 31 December 2021 and up to
the date of this Directors’ Report, the Company has maintained
appropriate liability insurance for its Directors and officers.
The Company has granted indemnities to each of its Directors and
the Company Secretary to the extent permitted by law and its Articles
of Association. These indemnities were in force throughout the
year ended 31 December 2021 and remain in force as at the date
of this Report in relation to certain losses and liabilities which the
Directors or Company Secretary may incur in the course of acting
as Directors, Company Secretary or employees of the Company or
of any associated company. In addition, the Company grants similar
indemnities to senior managers of the Group who are subject to the
provisions of the Senior Managers and Certification Regime (‘SM&CR’).
Conflicts of interest
As permitted by the Companies Act 2006, the Company’s Articles
of Association enable Directors to authorise potential conflicts of
interest. The Company has a formal procedure for notification and
authorisation to be sought, prior to the appointment of any new
Director or prior to a new conflict arising. This procedure enables
non-conflicted Directors to impose limits or conditions when giving
or reviewing authorisation. It also requires the Board to review the
register of Directors’ conflicts annually and on an ad hoc basis when
necessary. The Board has complied with this procedure during
theyear.
Employees
The Group places considerable value on the involvement of its
employees and uses a number of ways to engage with employees
on matters that impact them and the performance of the Group.
These include formal business performance updates by members
of executive management for all employees, informal fortnightly
vlogs from the CEO, regular update briefings for all employees,
regular team meetings, the Group’s intranet site and Teams channels
which enable easy access to the latest information and policies,
and the circulation to employees of results and other corporate
announcements. This also helps to achieve a common awareness
amongst employees of the financial and economic factors affecting
the performance of the Group. The Board appointed Sarah Warby,
one of our independent Non-Executive Directors, as our ‘Employee
Champion’ in 2018 and has provided the opportunity for employees
to engage directly with our Non-Executive Directors in order to give
them the opportunity to understand more about our employees.
Employees were also offered virtual breakfasts and coffees with
members of the executive management and small group sessions
with the Chief Executive Officer.
A robust employee engagement survey process is also in place to
ensure that employees are given a voice in the organisation and
that the Group can take action based on employee feedback. All
employees are able to participate in the Company’s Share Incentive
Plan and Save As You Earn Scheme which give employees the
opportunity to purchase ordinary shares in the Company. This helps
to encourage employee interest in the performance of the Group.
Further information on employee engagement can be found on
page50.
Equal opportunities
The Group is committed to providing equality of opportunity
to all employees without discrimination and applies fair and
equitable employment policies which seek to promote entry into
and progression within the Group. Appointments are determined
solely by application of job criteria, personal ability, behaviour and
competency.
In 2021 the Group has continued to commit to the Race at Work
Charter which we originally signed up to in 2020. This is a public
commitment to prioritising action on race equity as part of the
Group’s Race Equity Plan. The plan includes a specific commitment
at Board level to zero tolerance of racial harassment or bullying. This
means that all allegations of racial bullying or harassment will be
taken seriously, managed consistently and in line with the Group’s
Anti-Bullying and Harassment Policy, with formal action taken where
necessary.
In the opinion of the Directors, all employee policies are deemed to
be effective and in accordance with their intended aims.
Disabled persons have equal opportunities when applying for
vacancies, with due regard to their skills and abilities. Procedures
ensure that disabled employees are fairly treated in respect of
training and career development. For those employees that become
disabled during the course of their employment, the Group is
supportive so as to provide an opportunity for them to remain
withthe Group, wherever reasonably practicable.
Borrowings
In October 2021, the Group entered into a new £50m amortising
term loan that matures in October 2024. We also have a revolving
credit facility (“RCF”) of £90m, now extended to October 2024, with an
accordion option to apply for up to £100m of additional funds during
the term of the RCF. As at 31 December, the Group owed £50m on
the term loan and £7.5m on the RCF.
Political donations
During the financial year ended 31 December 2021, the Group did
not make any political donations (2020: £nil).
Post balance sheet events
There have been no events that either require adjustment to the
Financial Statements or are important in the understanding of the
Company’s current position.
Auditor and disclosure of information
The Directors who held office at the date of this Report confirm that,
so far as they are each aware, there is no relevant audit information
of which the Company’s auditor is unaware; and each such Director
has taken all the steps that he or she ought to have taken as a
Director to make himself or herself aware of any relevant audit
information, and to establish that the Company’s auditor is aware of
that information.
Auditor
The Board approved the Audit Committee’s recommendation to put
a resolution to shareholders recommending the reappointment of
KPMG LLP as the Company’s auditor, and KPMG LLP have indicated
their willingness to accept reappointment as auditors of the
Company. The audit partner was rotated in April 2020 in accordance
with the FRC’s Ethical Standard 3 (Revised).
The Audit Committee, in its recommendation, confirmed that: (1) the
recommendation was free from influence by a third-party; and (2)
no contractual term of the kind mentioned in Article 16(6) of the EU
Regulation 537/2014 has been imposed on the Company.
A resolution proposing the reappointment of KPMG is contained
in the notice of the forthcoming AGM and will be proposed to
shareholders at that meeting.
Directors’ Report continued
Restrictions on the transfer of securities
Whilst the Board has the power under the Articles of Association to
refuse to register a transfer of shares, there are no restrictions on the
transfer of shares other than:
• certain restrictions may from time to time be imposed by laws and
regulations (for example, insider trading laws); and
• pursuant to the Listing Rules of the Financial Conduct Authority
whereby certain Directors, officers and employees of the Group
require the approval of the Company to deal in ordinary shares of
the Company.
The Company is not aware of any agreements between shareholders
that may result in restrictions on the transfer of securities and/or
voting rights.
Authority to purchase own shares
The Company was authorised at the 2021 AGM to purchase up
to 53,670,000 of its own shares in the market. No shares were
purchased under this authority in 2021. Directors will seek authority
from shareholders at the forthcoming AGM for the Company to
purchase, in the market, up to 53,686,000 shares. The Directors
have no present intention of conducting purchases of the
Company’s shares but consider it prudent to obtain the flexibility
this authority provides. The Directors will only use this power after
careful consideration, taking into account the financial resources
of the Company, the Company’s share price and future funding
opportunities. The Directors will only purchase such shares after
taking into account the effects on earnings per share and the
interests of shareholders generally.
Substantial shareholders
As at 31 December 2021, the Company had been notified of the
following holdings of voting rights in its shares under Rule 5 of
The Disclosure Guidance and Transparency Rules of the Financial
Conduct Authority:
Shareholder
No. of
ordinary
shares/voting
rights notified
Percentage of
ordinary
share
capital/voting
rights notified
BlackRock, Inc 32,990,788 6.13
Massachusetts Financial Services Company 30,527,976 5.69
Prudential plc group of companies 27,199,962 5.07
Ameriprise Financial, Inc. and its group 27,061,089 5.04
Standard Life Investments (Holdings) Limited 25,417,919 4.74
FIL Limited 24,758,460 4.61
State Street Nominees Limited 20,581,165 3.84
Since 31 December 2021, the Company has been notified of the
following holdings of voting rights in its shares:
Shareholder
No. of
ordinary
shares/voting
rights notified
Percentage of
ordinary
share
capital/voting
rights notified
Massachusetts Financial Services Company 26,714,545 (4.97%)
Heronbridge Investment Management LLP 26,858,788 (5%)
Directors
The Directors who served during the financial year were as follows:
Director Position
Service in the year ended
31 December 2021
Robin Freestone Chair Served throughout year
James Bilefield Independent Non-
Executive Director
Served throughout year
Caroline Britton Independent Non-
Executive Director
Served throughout year
Peter Duffy Chief Executive
Officer
Served throughout year
Scilla Grimble Chief Financial Officer Served throughout year
Sally James Senior Independent
Non-Executive
Director
Served throughout year
Lesley Jones Independent Non-
Executive Director
Appointed 1 September
2021
Sarah Warby Independent Non-
Executive Director
Served throughout year
Supriya Uchil Independent Non-
Executive Director
Served throughout year
Their biographical details are set out on pages 66 to 67. Further
details relating to Board and Committee composition are disclosed in
the Corporate Governance Report and Committee Reports on pages
69 to 106.
The Articles of Association provide that a Director may be appointed
by an ordinary resolution of shareholders or by the existing
Directors, either to fill a vacancy or as an additional Director. All
eligible Directors will retire and offer themselves for election or re-
election at the 2022 AGM in accordance with the 2018 UK Corporate
Governance Code.
The Executive Directors serve under rolling contracts that are
terminable upon 12 months’ notice from either party. The Non-
Executive Directors serve under letters of appointment. Copies
of service contracts and letters of appointment are available for
inspection at the Company’s registered office during normal business
hours and will be available for inspection at the Company’s AGM.
The Directors’ Remuneration Report, which includes the Directors’
interests in the Company’s shares, is set out on pages 92 to 106.
During the year, no Director had any material interest in any contract
of significance to the Group’s business.
Directors’ powers
The Board of Directors may exercise all the powers of the Company
subject to the provisions of relevant legislation, the Company’s
Articles of Association and any directions given by the Company in
general meeting.
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Directors’ Report continued Directors’ Responsibility Statement
Reporting requirements
The following sets out the location of additional information forming
part of the Directors’ Report:
Reporting requirement Location
Strategic Report – Companies Act 2006 s414A-D Strategic Report on pages 2 to 63
DTR4.1.8R – Management Report – the Directors’ Report and Strategic
Report comprise the ‘management report’
Directors’ Report on pages 107 to 111 and the Strategic Report on
pages 2 to 63
Likely future developments of the business and Group Strategic Report on pages 2 to 63
Statement on corporate governance Corporate Governance Report, Audit Committee Report, Risk
Committee Report, Nomination Committee Report and Directors’
Remuneration Report on pages 69 to 106
Details of use of financial instruments and specific policies for
managing financial risk
Note 22 to the Group Financial Statements on page 143
The Board’s assessment of the Group’s internal control systems Corporate Governance Report on pages 69 to 79, the Audit
Committee Report on pages 84 to 89 and Risk Committee Report on
pages 90 to 91
Greenhouse gas emissions Sustainability and Stakeholder Engagement Report on page 40 to 63
Directors’ remuneration including disclosures required by Schedule 5
and Schedule 8 of SI2008/410 – Large and Medium-sized Companies
and Groups (Accounts and Reports) Regulations 2008
Directors’ Remuneration Report on pages 93 to 106
Directors’ responsibility statement Directors’ Responsibility Statement on page 111
Directors’ interests Directors’ Remuneration Report on pages 93 to 106
The Strategic Report comprising the inside cover and pages 2 to 63
and this Directors’ Report comprising pages 107 to 111 have been
approved by the Board and are signed on its behalf by:
Alice Rivers
Interim Company Secretary
16 February 2022
Registered office: Moneysupermarket House, St. David’s Park, Ewloe,
Chester CH5 3UZ
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 international accounting standards in conformity
with the requirements of the Companies Act 2006 and applicable
law. In addition, the Group financial statements are required under
the UK Disclosure Guidance and Transparency Rules to be prepared
in accordance with International Financial Reporting Standards
adopted pursuant to Regulation (EC) No 1606/2002 as it applies in
the European Union (“IFRSs as adopted by the EU”). They have elected
to prepare the Parent Company financial statements in accordance
with UK accounting standards and applicable law including, FRS 102
The Financial Reporting Standard applicable in the UK and Republic
of Ireland.
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 judgements and estimates that are reasonable, relevant,
reliable and prudent;
• for the Group financial statements state whether they have been
prepared in accordance with international accounting standards in
conformity with the requirements of the Companies Act 2006 and
International Financial Reporting Standards adopted pursuant to
Regulation (EC) No 1606/2002 as it applies in the European Union
(“IFRSs as adopted by the EU”);
• for the Parent Company financial statements, state whether
applicable UK accounting standards have been followed, subject
to any material departures disclosed and explained in the Parent
Company financial statements;
• assess the Group and Parent Company’s ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern; and
• use the going concern basis of accounting unless they either
intend to liquidate the Group or the Parent Company or to cease
operations, or have no realistic alternative but to do so.
The Directors are responsible for keeping adequate accounting
records that are 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 are responsible for such internal control as they determine is
necessary to enable the preparation of financial statements that are
free from material misstatement, whether due to fraud or error, and
have general responsibility for taking such steps as are reasonably
open to them to safeguard the assets of the Group and to prevent
and detect fraud and other irregularities.
Under applicable law and regulations, the Directors are also
responsible for preparing a Strategic Report, Directors’ Report,
Directors’ Remuneration Report and Corporate Governance
Statement that complies with that law and those regulations.
The Directors are responsible for the maintenance and integrity of
the corporate and 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.
Each of the Directors whose names and functions are set out on
pages 66 to 67 confirms that, to the best of their 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.
In addition, the Directors consider the Annual Report and Accounts,
taken as a whole, is fair, balanced and understandable and provides
the information necessary for shareholders to assess the Group’s
position and performance, business model and strategy.
Peter Duffy
Chief Executive Officer
Scilla Grimble
Chief Financial Officer
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Independent Audit Report to the members of
Moneysupermarket.com Group PLC
1. Our opinion is unmodified
We have audited the Financial Statements of Moneysupermarket.com Group PLC (“the Company”) for the year ended 31 December 2021
which comprise the Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Consolidated Statement
of Changes in Equity, Consolidated Statement of Cash Flows and the related notes including the accounting policies in note 2 to the Group
Financial Statements, and the Company Balance Sheet and Company Statement of Changes in Equity, and the related notes including the
accounting policies in note 1 to the Parent Company 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 2021
and of the Group’s profit for the year then ended;
• the Group Financial Statements have been properly prepared in accordance with UK-adopted international accounting standards;
• the Parent Company Financial Statements have been properly prepared in accordance with UK accounting standards, including FRS 102
TheFinancialReportingStandardapplicableintheUKandRepublicofIreland; and
• the Financial Statements have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities are
described below. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion. Our audit opinion
is consistent with our report to the Audit Committee.
We were appointed as auditor by the company before 9 July 2007. The period of total uninterrupted engagement is for the 15 financial years
ended 31 December 2021. Prior to that we were also auditor to the Group’s previous Parent Company, but which, being unlisted, was not a
public-interest entity. We have fulfilled our ethical responsibilities under, and we remain independent of the Group in accordance with, UK
ethical requirements including the FRC Ethical Standard as applied to listed public interest entities. No non-audit services prohibited by that
standard were provided.
Overview
Materiality:
Group Financial Statements as a whole
£4.2m (2020: £4.0m)
4.5% (2020: 4.6%) of Average Group profit before tax
Coverage 95% (2020: 100%) of Group profit before tax
Key audit matters vs 2020
Event driven Valuation of intangible assets arising from the purchase
of Maple Syrup Media Limited (Quidco)
NEW
Recurring risks Recoverability of Parent Company’s investment in subsidiary
and debt due from Group entities
2. Key audit matters: our assessment of risks of material misstatement
Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the Financial Statements and
include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us, including those which had
the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. We
summarise below the key audit matters, in decreasing order of audit significance, in arriving at our audit opinion above, together with our key
audit procedures to address those matters and, as required for public interest entities, our results from those procedures. These matters were
addressed, and our results are based on procedures undertaken, in the context of, and solely for the purpose of, our audit of the Financial
Statements as a whole, and in forming our opinion thereon, and consequently are incidental to that opinion, and we do not provide a separate
opinion on these matters.
The risk Our response
Valuation of intangible
assets arising from the
purchase of Maple Syrup
Media Limited (Quidco)
Customer related and market
related intangible assets of
£33.7m).
Refer to pages 84 to 89 (Audit
Committee Report), page 124
(accounting policy) and page
140 (financial disclosures).
Subjective estimate:
On 1 November 2021, the Group
acquired the entire share capital of
Quidco for £104.6m.
The Directors have identified, and
recognised technology related (£10.6m),
customer related (£21.2m) and market
related (£12.5m) intangible assets.
The valuation of such assets are
inherently judgemental and we identified
certain key assumptions supporting the
valuation of customer related and market
related intangible assets to contain
significant estimation uncertainty, and
judgement. These assumptions include
the churn rate applied to the existing
customer population at the date of
acquisition for the customer related
intangible asset, and the royalty rate
applied for the market related
intangibleasset.
The effect of these matters is that we
determined that the recognition and
valuation of intangibles has a high degree
of estimation uncertainty, with
consequent impact on goodwill, with a
potential range of reasonable outcomes
greater than our materiality for the
Financial Statements as a whole.
Our procedures included:
We performed the tests below rather than seeking to rely on any of the
Group’s controls because the nature of the balance is such that we
would expect to obtain audit evidence primarily through the detailed
procedures described.
• Assessing experts: Understanding the work of the external
expert engaged by the Group by inspecting the engagement
letter and making enquiries of the expert and evaluating their
competence, capability and objectivity;
• Our valuation expertise: With the assistance of our own
valuation specialists, we challenged the completeness of
intangible assets identified, assessed the appropriateness of the
valuation methodologies and challenged the key assumptions
applied for the intangible assets (and in particular the
assumption details on the left);
• Test of detail: Challenging the reasonableness of the
assumptions, particularly the churn rate, by comparing to
recent historical data and assessing the key factors driving the
future customer behaviour. For the royalty rate, by comparing
to relevant market benchmarks and assessing the transaction
specific qualitative factors;
• Sensitivity analysis: We assessed the sensitivity of the fair
value of the customer related and market related intangible
assets to changes in the churn rate and royalty rate; and
• Assessing transparency: We considered the adequacy of
the Group’s disclosures in respect of the valuation of acquired
intangible assets.
Our results
We found the valuation and the disclosures of intangibles arising from
the purchase of Maple Syrup Media Limited to be acceptable.
Recoverability of Parent
Company’s investment in
subsidiary and debt due
from Group entities
Investment in subsidiary
(2021: £181.7 million; 2020:
£181.7 million).
Amounts due from subsidiary
undertakings (2021: £223.3
million; 2020: £154.3 million).
Low risk, high value:
The carrying amount of the Parent
Company’s investment in subsidiary and
debt due from Group entities represents
99.8% (2020: 99.7%) of the Parent
Company’s total assets. Their
recoverability is not a high risk of
significant misstatement or subject
tosignificant judgement.
However, due to their materiality in the
context of the Parent Company Financial
Statements, this is considered to be the
area that had the greatest effect on our
overall Parent Company audit.
Our procedures included:
We performed the tests below rather than seeking to rely on any of the
Group’s controls because the nature of the balance is such that we
would expect to obtain audit evidence primarily through the detailed
procedures described.
• Test of detail: We compared the carrying amount of the
investment in subsidiary and debt due from Group entities with
the subsidiary’s draft balance sheet to identify whether its net
assets, being an approximation of its minimum recoverable
amount, was in excess of its carrying amount;
• Assessing subsidiary audits: We assessed the work
performed by the audit team on the subsidiaries and
considering the results of that work on those subsidiaries’ profits
and net assets including assessing the liquidity of the assets and
therefore the ability of the subsidiary to fund the repayment of
the receivable; and
• Comparing valuations: We compared the carrying amount of
the investment and debt due from Group entities to the Group’s
market capitalisation to assess whether there are any indicators
of impairment.
Our results
We found the Company’s conclusion that there is no impairment of its
investment in subsidiary and debt due from Group entities to be
acceptable (2020: acceptable).
The degree of estimation subjectivity for the revenue accrual has reduced this year and we have not assessed this as a significant risk in our
current year audit and, therefore, it is not separately identified in our report this year due to a change in the profile.
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Independent Audit Report continued
3. Our application of materiality and an overview of the scope of our audit
Materiality for the Group Financial Statements as a whole was set at £4.2 million (2020: £4.0 million), determined with a reference to a
benchmark of Group profit before tax, normalised by averaging over the last three years due to fluctuations in the business cycle, of
£92.5million (2020: Group profit before tax of £87.8 million), of which it represents 4.5% (2020: 4.6%).
Materiality for the Parent Company Financial Statements as a whole was set at £2.1 million (2020: £2.6 million), determined with a reference to
a benchmark of Parent Company total assets of £406.0 million (2020: £337.0 million) of which it represents 0.5% (2020: 0.8%).
In line with our audit methodology, our procedures on individual account balances and disclosures were performed to a lower threshold,
performance materiality, so as to reduce to an acceptable level the risk that individually immaterial misstatements in individual account
balances add up to a material amount across the Financial Statements as a whole.
Performance materiality for the Group and Parent Company was set at 75% (2020: 75%) of materiality for the Financial Statements as a whole,
which equates to £3.2 million (2020: £3.0 million) for the Group and £1.6 million (2020: £2.0 million) for the Parent Company. We applied this
percentage in our determination of performance materiality because we did not identify any factors indicating an elevated level of risk.
We agreed to report to the Audit Committee any corrected or uncorrected identified misstatements exceeding £0.21 million (2020: £0.20
million), in addition to other identified misstatements that warranted reporting on qualitative grounds.
Of the Group’s fifteen (2020: seven) reporting components, we subjected four (2020: five) to full scope audits for group purposes and one
(2020: nil) to specified risk-focused audit procedures over accrued income, trade debtors, cash and other payables. The latter was not
financially significant enough to require a full scope audit for group purposes, but did present specific individual risks that needed to be
addressed. We conducted reviews of financial information (including enquiry) at a further ten non-significant components in the current
year (2020: two) as they were not individually financially significant enough to require a full scope audit for group purposes. Work on all
components, including the audit of the Parent Company, was performed by the Group team.
The components within the scope of our work accounted for the percentages illustrated to the right.
For the residual components, we performed analysis at an aggregated group level to re-examine our assessment that there were no significant
risks of material misstatement within these.
The scope of our audit work performed was predominantly substantive as we placed limited reliance upon the Group’s internal control over
financial reporting.
4. The impact of climate change on our audit
In planning our audit, we have considered the potential impact of risks arising from climate change on the Group’s business and its
financialstatements.
The Group has set out its commitments under the Paris Accord to be net zero by 2030. Further information is provided in the Group’s Task
Force for Climate-Related Financial Disclosures (‘TCFD’) recommended disclosures on pages 57 to 59.
As a part of our audit we have performed a risk assessment, including making enquiries of management, reading board meeting minutes and
applying our knowledge of the Group and sector in which it operates to understand the extent of the potential impact of climate change risk
on the Group’s financial statements. Taking into account the nature of the business and the extent of the headroom in impairment testing, we
have not assessed climate related risk to be significant to our audit this year. There was no impact on our key audit matters.
We have read the Group’s TCFD in the front half of the annual report and considered consistency with the financial statements and our
auditknowledge.
We have not been engaged to provide assurance over the accuracy of the climate risk disclosures set out on pages 57 to 59 in the
AnnualReport.
Full Scope for group audit purposes 2021
Full scope for group audit purposes 2020
Group total assets Group revenue
Group materiality
£4.2m
(2020: £4.0m)
£0.21m
Misstatements reported to the
audit committee (2020: £0.20m)
99%
(2020: 100%)
95%
(2020: 100%)
100
0
99
1
100
0
95
5
95%
(2020: 100%)
100
0
95
5
5. Going concern
The Directors have prepared the Financial Statements on the going concern basis as they do not intend to liquidate the Group or the Parent
Company or to cease their operations, and as they have concluded that the Group’s and the Parent Company’s financial position means that
this is realistic. They have also concluded that there are no material uncertainties that could have cast significant doubt over their ability to
continue as a going concern for at least a year from the date of approval of the Financial Statements (“the going concern period”).
We used our knowledge of the Group, its industry, and the general economic environment to identify the inherent risks to its business model
and analysed how those risks might affect the Group’s and the Parent Company’s financial resources or ability to continue operations over the
going concern period. The risks that we considered most likely to adversely affect the Group’s and the Parent Company’s available financial
resources and metrics relevant to debt covenants over this period were:
• The competitive environment and a reduction in consumer demands and impact of economic conditions (including the impact of
COVID-19);
• The potential impact of a significant data breach or cyber-attack, the resulting fines and damage to brand strength and reputation; and
• The impact of regulatory changes and government policy reducing the availability of attractive products to customers.
We considered whether these risks could plausibly affect the liquidity or covenant compliance in the going concern period by assessing the
Director’s sensitivities over the level of available financial resources and covenant thresholds indicated by the Group’s financial forecasts taking
account of severe, but plausible adverse effects that could arise from these risks individually and collectively.
Our procedures included:
• Critically assessing assumptions in the base case and downside scenarios relevant to liquidity and covenant metrics, in particular by
comparing to economic forecasts, approved budgets and our knowledge of the Group and the sector in which it operates;
• Assessing whether downside scenarios applied mutually consistent and severe assumptions in aggregate, using our assessment of the
possible range of each key assumption and our knowledge of inter-dependencies;
• We also compared past budgets to actual results to assess the Directors’ track record of budgeting accurately; and
• We evaluated the achievability of the actions the directors consider they would take to improve the position should the risks materialise,
which included a reduction in the ordinary dividend payment, a reduction in operating expenses or the slowdown of capital expenditure,
taking into account the extent to which the Directors can control the timing and outcome of these.
We also assessed the completeness and adequacy of the going concern disclosure. Our conclusions based on this work are:
• we consider that the Directors’ use of the going concern basis of accounting in the preparation of the Financial Statements is appropriate;
• we have not identified, and concur with the Directors’ assessment that there is not, a material uncertainty related to events or conditions
that, individually or collectively, may cast significant doubt on the Group’s or the Parent Company’s ability to continue as a going concern for
the going concern period;
• we have nothing material to add or draw attention to in relation to the Directors’ statement in note 2 to the Financial Statements on the
use of the going concern basis of accounting with no material uncertainties that may cast significant doubt over the Group and the Parent
Company’s use of that basis for the going concern period, and we found the going concern disclosure in note 2 to be acceptable; and
• the related statement under the Listing Rules set out on page 30 is materially consistent with the Financial Statements and our audit
knowledge.
However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with
judgements that were reasonable at the time they were made, the above conclusions are not a guarantee that the Group or the Parent
Company will continue in operation.
6. Fraud and breaches of laws and regulations – ability to detect
Identifying and responding to risks of material misstatement due to fraud
To identify risks of material misstatement due to fraud (“fraud risks”) we assessed events or conditions that could indicate an incentive or
pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included:
• Enquiring of Directors, the Audit Committee, the Risk Committee, Internal Audit and inspection of policy documentation as to the
Group’s high-level policies and procedures to prevent and detect fraud, including the Internal Audit function, and the Group’s channel for
“whistleblowing”, as well as whether they have knowledge of any actual, suspected or alleged fraud.
• Reading Board, Audit and Risk Committee meeting minutes.
• Considering remuneration incentive schemes and performance targets for Directors including the revenue growth, Adjusted EBITDA and
adjusted earnings per share growth targets for remuneration.
• Using analytical procedures to identify any usual or unexpected relationships.
We communicated identified fraud risks throughout the audit team and remained alert to any indications of fraud throughout the audit.
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Independent Audit Report continued
As required by auditing standards, and taking into account possible pressures to meet profit targets, we perform procedures to address the
risk of management override of controls, in particular the risk that Group management may be in a position to make inappropriate accounting
entries and the risk of bias in account estimates and judgements. On this audit we do not believe there is a fraud risk related to revenue
because the degree of estimation subjectivity for the revenue accrual has reduced this year and revenue generated throughout the period
converts to cash within a relatively short period.
We did not identify any additional fraud risks.
We performed procedures including:
• Identifying journal entries and other adjustments to test based on risk criteria and comparing the identified entries to supporting
documentation. These included those posted to unusual accounts.
• Evaluated the business purpose of significant unusual transactions.
• Assessing whether the judgements made in making accounting estimates are indicative of a potential bias.
Identifying and responding to risks of material misstatement due to non-compliance with laws and regulations
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the Financial Statements from
our general commercial and sector experience, and through discussion with the Directors and other management (as required by the
auditing standards), and discussed with the Directors and other management the policies and procedures regarding compliance with
laws and regulations.
As the Group is regulated, our assessment of risks involved gaining an understanding of the control environment including the entity’s
procedures for complying with regulatory requirements.
We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout
the audit.
The potential effect of these laws and regulations on the Financial Statements varies considerably.
Firstly, the Group is subject to laws and regulations that directly affect the Financial Statements including financial reporting legislation
(including related companies legislation), distributable profits legislation and tax legislation and we assessed the extent of compliance with
these laws and regulations as part of our procedures on the related Financial Statement items.
Secondly, the Group is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on
amounts or disclosures in the Financial Statements, for instance through the imposition of fines or litigation. We identified the following areas
as those most likely to have such an effect: data protection law and laws and regulations of various bodies that regulate the Group’s activities
including the Competition and Market Authority (CMA), the Financial Conduct Authority (FCA), the Information Commissioners Office (ICO), the
Office of Gas and Electricity (Ofgem) and the Office of Communications (Ofcom). Auditing standards limit the required audit procedures to
identify non-compliance with these laws and regulations to enquiry of the Directors and other management and inspection of regulatory and
legal correspondence, if any. Therefore, if a breach of operational regulations is not disclosed to us or evident from relevant correspondence,
an audit will not detect that breach.
We assessed the legality of the distribution in the period by assessing the level of distributable profits.
Context of the ability of the audit to detect fraud or breaches of law or regulation
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the
Financial Statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example,
the further removed non- compliance with laws and regulations is from the events and transactions reflected in the Financial Statements, the
less likely the inherently limited procedures required by auditing standards would identify it.
In addition, as with any audit, there remained a higher risk of non-detection of fraud, as these may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement. We
are not responsible for preventing non-compliance or fraud and cannot be expected to detect non- compliance with all laws and regulations.
7. We have nothing to report on other information in the Annual Report
The Directors are responsible for the other information presented in the Annual Report together with the Financial Statements. Our opinion
on the Financial Statements does not cover the other information and, accordingly, we do not express an audit opinion or, except as explicitly
stated below, any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether, based on our Financial Statements audit work, the
information therein is materially misstated or inconsistent with the Financial Statements or our audit knowledge. Based solely on that work we
have not identified material misstatements in the other information.
Strategic report and Directors’ report
Based solely on our work on the other information:
• we have not identified material misstatements in the Strategic report and the Directors’ report;
• in our opinion the information given in those reports for the financial year is consistent with the Financial Statements; and
• in our opinion those reports have been prepared in accordance with the Companies Act 2006.
Directors’ remuneration report
In our opinion the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies
Act 2006.
Disclosures of emerging and principal risks and longer-term viability
We are required to perform procedures to identify whether there is a material inconsistency between the Directors’ disclosures in respect of
emerging and principal risks and the Viability Statement, and the Financial Statements and our audit knowledge.
Based on those procedures, we have nothing material to add or draw attention to in relation to:
• the Directors’ confirmation within the Viability Statement, page 31, that they have carried out a robust assessment of the emerging and
principal risks facing the Group, including those that would threaten its business model, future performance, solvency and liquidity;
• the Principal Risks and Uncertainty disclosures describing these risks and explaining how they are being managed and mitigated; and
• the Directors’ explanation in the Viability Statement of how they have assessed the prospects of the Group, over what period they have
done so and why they considered that period to be appropriate, and their statement as to whether they have a reasonable expectation
that the Group will be able to continue in operation and meet its liabilities as they fall due over the period of their assessment, including
any related disclosures drawing attention to any necessary qualifications or assumptions.
We are also required to review the Viability Statement, set out on page 31 under the Listing Rules. Based on the above procedures, we have
concluded that the above disclosures are materially consistent with the Financial Statements and our audit knowledge.
Our work is limited to assessing these matters in the context of only the knowledge acquired during our Financial Statements audit. As we
cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that
were reasonable at the time they were made, the absence of anything to report on these statements is not a guarantee as to the Group’s and
the Parent Company’s longer-term viability.
Corporate governance disclosures
We are required to perform procedures to identify whether there is a material inconsistency between the Directors’ corporate governance
disclosures and the Financial Statements and our audit knowledge.
Based on those procedures, we have concluded that each of the following is materially consistent with the Financial Statements and
our audit knowledge:
• the Directors’ statement that they consider that the Annual Report and Financial Statements taken as a whole is fair, balanced and
understandable, and provides the information necessary for shareholders to assess the Group’s position and performance, business
model and strategy;
• the section of the Annual Report describing the work of the Audit Committee, including the significant issues that the Audit Committee
considered in relation to the Financial Statements, and how these issues were addressed; and
• the section of the Annual Report that describes the review of the effectiveness of the Group’s risk management and internal
controlsystems.
We are required to review the part of the Corporate Governance Report relating to the Group’s compliance with the provisions of the
UKCorporate Governance Code specified by the Listing Rules for our review. We have nothing to report in this respect.
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Independent Audit Report continued
8. We have nothing to report on the other matters on which we are required to report by exception
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.
We have nothing to report in these respects.
9. We have nothing to report on other information in the Annual Report
Directors’ responsibilities
As explained more fully in their statement set out on page 111, the Directors are responsible for: the preparation of the Financial Statements
including being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation of
Financial Statements that are free from material misstatement, whether due to fraud or error; assessing the Group and Parent Company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and using the going concern basis of
accounting unless they either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative
butto do so.
Auditor’s responsibilities
Our objectives are to obtain reasonable assurance about whether the Financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue our opinion in an auditor’s report. Reasonable assurance is a high level of assurance, but does
not guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of the Financial Statements.
A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/auditorsresponsibilities
10. The purpose of our audit work and to whom we owe our responsibilities
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.
Suvro Dutta (Senior Statutory Auditor)
For and behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
15 Canada Square
London
E14 5GL
16 February 2022
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2021
Note
Year ended
31 December
2021
£m
Year ended
31 December
2020
£m
Revenue 4 3 16 .7 3 4 4 .9
Cost of sales (93 .8 ) (11 5 . 4 )
Gross profit 222.9 229. 5
Distribution expenses (2 9. 5 ) (3 4 . 3 )
Administrative expenses (12 0 . 0 ) (10 8 . 2 )
Operating profit 6 73.4 8 7. 0
Profit on disposal of property, plant and equipment 0 .1 –
Finance income 8 0 .1 0 .1
Finance expense 8 (2 .1 ) (2 .1 )
Share of post-tax loss of equity accounted investees 14 (0.6 ) (0 .7 )
Change in fair value of financial instruments 16 (0 .7 ) 3.5
Profit before tax 70. 2 8 7. 8
Taxation 9 (1 8 .1 ) (18 . 5 )
Profit for the year 5 2 .1 69. 3
Other comprehensive income – items that will not be reclassified to profit and loss:
Change in fair value of financial instruments 15 1. 4 2.6
Total comprehensive income for the year 53.5 7 1. 9
Profit/(loss) attributable to:
Owners of the Company 52 .7 69. 3
Non-controlling interest 30 (0 .6 ) –
Profit for the year 5 2 .1 69. 3
Total comprehensive income attributable to:
Owners of the Company 5 4 .1 7 1. 9
Non-controlling interest 30 (0 .6 ) –
Total comprehensive income for the year 53.5 7 1. 9
All profit and other comprehensive income relate to continuing operations
Earnings per share
Basic earnings per ordinary share (p) 10 9. 8 12 . 9
Diluted earnings per ordinary share (p) 10 9.8 12 . 9
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Consolidated Statement of Changes in Equity
for the year ended 31 December 2021
Note
Share
capital
£m
Share
premium
£m
Reserve for
own shares
£m
Retained
earnings
£m
Other
reserves
£m
Equity
attributable
to the
owners
of the
Company
£m
Non-
controlling
interest
£m
Total
equity
£m
At 1 January 2020 0.1 204.7 (2.9 ) (63.4 ) 60.8 199.3 – 199.3
Profit for the year – – – 69.3 – 69.3 – 69.3
Other comprehensive income for
the year 15 – – – – 2.6 2.6 – 2.6
Total comprehensive income for
theyear – – – 69.3 2.6 71.9 – 71.9
Purchase of shares by
employeetrusts – – (0.9 ) – – (0.9 ) – (0.9 )
Exercise of LTIP awards – – 1.0 (1.0 ) – – – –
New shares issued 0.0 0.3 – – – 0.3 – 0.3
Equity dividends 11 – – – (62.8 ) – (62.8 ) – (62.8 )
Share-based payments 24 – – – 0.7 – 0.7 – 0.7
At 31 December 2020 0.1 205.0 (2.8 ) (57.2 ) 63.4 208.5 – 208.5
Profit/(loss) for the year – – – 52.7 – 52.7 (0.6 ) 52.1
Other comprehensive income for
the year 15 – – – – 1.4 1.4 – 1.4
Total comprehensive income for
theyear – – – 52.7 1.4 54.1 (0.6 ) 53.5
Acquisition of subsidiary with
non-controlling interest – – – – 2.0 2.0 4.9 6.9
Purchase of shares by
employeetrusts – – (0.3 ) – – (0.3 ) – (0.3 )
Exercise of LTIP awards – – 0.5 (0.5 ) – – – –
New shares issued 0.0 0.4 – – – 0.4 – 0.4
Equity dividends 11 – – – (62.8 ) – (62.8 ) – (62.8 )
Share-based payments 24 – – – 1.4 – 1.4 - 1.4
Realisation of fair value gains 15 – – – 1.7 (1.7 ) – – –
At 31 December 2021 0.1 205.4 (2.6 ) (64.7 ) 65.1 203.3 4.3 207.6
Reserve for own shares
The reserve for the Company’s own ordinary shares comprises the cost of the Company’s ordinary shares held by the Group through
employee trusts. At 31 December 2021, the Group held 343,328 (2020: 337,281) ordinary shares at a cost of 0.02p per share (2020: 0.02p)
through a Share Incentive Plan trust for the benefit of the Group’s employees.
The Group also held 253,886 (2020: 303,473) shares through an Employee Benefit Trust at an average cost of 239.19p per share
(2020:273.39p) for the benefit of employees participating in the various Long Term Incentive Plan schemes.
Other reserves
31 December
2021
£m
31 December
2020
£m
Fair value reserve 6.4 4.7
Merger reserve 16.9 16.9
Revaluation reserve 41.8 41.8
Total 65.1 63.4
The fair value reserve of £6.4m (2020: £4.7m) represents amounts recognised in other comprehensive income in relation to the fair value
uplift in investments and amounts recognised directly in equity in relation to the initial recognition of non-controlling interest.
The merger and revaluation reserve balances relate to the acquisition of Moneysupermarket.com Financial Group Limited by the Company.
Themerger reserve of £16.9m (2020: £16.9m) represents 45% of the book value of assets and liabilities transferred and the revaluation reserve
of £41.8m (2020: £41.8m) represents 45% of the fair value of the intangible assets transferred, net of amounts recycled to retained earnings.
Consolidated Statement of Financial Position
at 31 December 2021
Note
31 December
2021
£m
31 December
2020
£m
Assets
Non-current assets
Property, plant and equipment 12 3 9.8 42.6
Intangible assets and goodwill 13 288.4 17 0 . 8
Equity accounted investments 14 – 2.6
Other investments 15 7. 5 8. 2
Total non-current assets 3 35 .7 2 24 . 2
Current assets
Derivative financial assets 16 – 3.5
Trade and other receivables 17 61. 5 4 5 .1
Prepayments 9. 3 8.8
Cash and cash equivalents 22 12 . 5 23.6
Total current assets 83.3 8 1. 0
Total assets 419 . 0 305 .2
Liabilities
Non-current liabilities
Other payables 18 38.3 3 0 .7
Borrowings 19 40.0 –
Deferred tax liabilities 20 25. 3 11. 4
Total non-current liabilities 10 3 .6 4 2 .1
Current liabilities
Trade and other payables 18 9 0 .1 5 4.6
Borrowings 19 1 7. 5 –
Current tax liabilities 0.2 –
Total current liabilities 1 0 7. 8 5 4.6
Total liabilities 2 11 . 4 96. 7
Equity
Share capital 21 0 .1 0 .1
Share premium 205.4 205.0
Reserve for own shares (2.6 ) (2. 8 )
Retained earnings (6 4 .7 ) (5 7. 2 )
Other reserves 6 5 .1 63.4
Equity attributable to the owners of the Company 203.3 20 8. 5
Non-controlling interest 30 4.3 –
Total equity 2 0 7. 6 208 .5
Total equity and liabilities 419 . 0 3 05.2
The Financial Statements were approved by the Board of Directors and authorised for issue on 16 February 2022. They were signed on its
behalf by:
Peter Duffy
Chief Executive Officer
Scilla Grimble
Chief Financial Officer
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Changes in liabilities from financing activities
Borrowings
£m
Lease
liabilities
£m
Total
£m
At 1 January 2020 – 34.4 34.4
Changes from financing cash flows
Proceeds from borrowings 55.0 – 55.0
Repayment of borrowings (55.0) – (55.0)
Interest paid (0.7) (1.0) (1.7)
Repayment of lease liabilities – (1.8) (1.8)
Total changes from financing cash flows (0.7) (2.8) (3.5)
Other changes
Interest expense 0.7 1.2 1.9
Balance at 31 December 2020 – 32.8 32.8
At 1 January 2021 – 32.8 32.8
Changes from financing cash flows
Proceeds from borrowings 105.6 – 105.6
Repayment of borrowings (48.1) – (48.1)
Interest paid (1.2) (0.9) (2.1)
Repayment of lease liabilities – (2.3) (2.3)
Total changes from financing cash flows 56.3 (3.2) 53.1
Other changes
Interest expense 1.2 0.9 2.1
Lease liability adjustment – (0.5) (0.5)
Acquisition of lease liabilities through business combinations – 1.7 1.7
At 31 December 2021 57.5 31.7 89.2
Consolidated Statement of Cash Flows
for the year ended 31 December 2021
Note
Year ended
31 December
2021
£m
Year ended
31 December
2020
£m
Cash flows from operating activities
Profit for the year 5 2 .1 69. 3
Adjustments to reconcile Group profit to net cash flow from operating activities:
Amortisation of intangible assets 13 19. 0 16 . 3
Depreciation of property, plant and equipment 12 4.5 4.5
Profit on disposal of property, plant and equipment (0 .1 ) –
Share of post-tax loss of equity accounted investees 14 0.6 0 .7
Change in fair value of financial instruments 16 0.7 (3.5 )
Net finance costs 8 2.0 2.0
Equity-settled share-based payment transactions 24 1. 4 0 .7
Income tax expense 9 1 8 .1 18 . 5
Change in trade and other receivables 3.6 (0. 2 )
Change in trade and other payables (20.6 ) 0.2
Income tax paid (15 . 6 ) (24 . 6 )
Net cash from operating activities 6 5 .7 83 .9
Cash flows from investing activities
Interest received 0 .1 0 .1
Acquisition of property, plant and equipment (0.6 ) (1. 8 )
Acquisition of intangible assets (9. 2 ) (8. 8 )
Acquisition of subsidiaries, net of cash acquired (59. 3 ) –
Acquisition of investments (0 .7 ) (7.1 )
Proceeds from disposal of property, plant and equipment 0.4 –
Proceeds from disposal of investments 2 .1 –
Net cash used in investing activities (6 7. 2 ) (17. 6 )
Cash flows from financing activities
Dividends paid 11 (6 2 . 8 ) (62. 8 )
Proceeds from share issue 0.4 0.3
Purchase of shares by employee trusts (0. 3 ) (0.9 )
Proceeds from borrowings 10 5 .6 55.0
Repayment of borrowings (4 8 .1 ) (55.0 )
Interest paid (2 .1 ) (1. 7 )
Repayment of lease liabilities (2. 3 ) (1. 8 )
Net cash used in financing activities (9.6 ) (66.9 )
Net decrease in cash and cash equivalents (11 .1 ) (0.6 )
Cash and cash equivalents at 1 January 23.6 24 . 2
Cash and cash equivalents at 31 December 22 12 . 5 2 3.6
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Notes to the Consolidated Financial Statements
1. Corporate information
The Consolidated Financial Statements of Moneysupermarket.com Group PLC , a public company incorporated and domiciled in England
(registered at MoneySuperMarket House, St David’s Park, Ewloe, Chester, UK, CH5 3UZ ), and its subsidiaries (together referred to as the
‘Group’) for the year ended 31 December 2021, were authorised for issue in accordance with a resolution of the Directors on 16 February
2021. The Consolidated Financial Statements have been prepared in accordance with IFRS standards The presentation currency of these
Consolidated Financial Statements is sterling. All amounts in the Consolidated Financial Statements have been rounded to the nearest
£100,000. The Company has elected to prepare its Company Financial Statements in accordance with FRS 102 – The Financial Reporting
Standard applicable in the UK and Republic of Ireland; these are presented on pages 154 to 159.
2. Summary of significant accounting policies
The Group has consistently applied the following accounting policies to all periods presented in these Consolidated Financial Statements,
unless mentioned otherwise.
Basis of preparation
The Consolidated Financial Statements are prepared on the historical cost basis, except where otherwise stated. Comparative figures
presented in the Consolidated Financial Statements represent the year ended 31 December 2020.
Going concern
The Directors have prepared the consolidated financial statements on a going concern basis for the following reasons. As at 31 December
2021, the Group’s external debt comprised an amortising loan repayable over three years (with a balance outstanding of £50m) and a
revolving credit facility (‘RCF’), (of which £7.5m of the £90m available was drawn down). No further amounts have been drawn down since
theyear end. The operations of the business have been impacted by COVID-19 and the current conditions affecting the energy market.
However, the Group remains profitable, cash generative and compliant with the covenants of the bank loan and RCF.
The Directors have prepared cash flow forecasts for the Group, including its cash position, for a period of at least 12 months from the date
of approval of the consolidated financial statements. The Directors have also considered the effect of COVID-19 and the current energy
market conditions upon the Group’s business, financial position, and liquidity in severe, but plausible, downside scenarios. The scenarios
modelled take into account the potential impacts of COVID-19 and the current energy market conditions and include a base scenario derived
from the Group’s latest forecasts. The severe, but plausible, downside scenarios modelled, under a detailed exercise at a channel level,
included minimal recovery over the period of the cash flow forecasts and in the most severe scenarios reflected some of the possible cost
mitigations that could be taken. The impact these scenarios have on the financial resources, including the extent of utilisation of the available
debt arrangements and impact on covenant calculations has been modelled. The possible mitigating circumstances and actions in the event
of suchscenarios occurring that were considered by the Directors included cost mitigations such as a reduction in the ordinary dividend
payment, areduction in operating expenses or the slowdown of capital expenditure. A reverse stress test has also been performed.
The scenarios modelled and the reverse stress test showed that the Group will be able to operate at adequate levels of liquidity for at least
the next 12 months from the date of signing the consolidated financial statements. The Directors, therefore, consider that the Group has
adequate resources to continue in operational existence for at least 12 months from the date of approval of the consolidated financial
statements and have prepared them on a going concern basis.
Use of estimates and judgements
The preparation of Consolidated Financial Statements requires management to make judgements, estimates and assumptions that affect
theapplication of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from
these estimates.
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 affected.
Information about assumptions and estimation uncertainties at 31 December 2021 that may have a risk of resulting in an adjustment to the
carrying amounts of assets and liabilities in the next financial year is included in the following notes:
• Note 17 trade and other receivables (focusing on the accrued revenue that has not been received in cash at the balance sheet date)
Revenue accruals are calculated by applying revenue per transaction based on historic trends to the number of clicks tracked. See note 17
for details of assumptions and underlying estimates.
Information about judgements made in applying accounting policies that have the most significant effects on the amounts recognised in the
Consolidated Financial Statements is included in the following notes:
• Note 13 intangible assets and goodwill (capitalisation of software and development costs)
• Note 14 equity accounted investments (determination of whether the joint arrangement is a joint venture or a joint operation)
• Note 29 acquisition of subsidiaries (valuation of intangible assets upon acquisition)
Changes in significant accounting policies
The Group has initially adopted Interest Rate Benchmark Reform – Phase 2 (Amendments to IFRS9, IAS 39, IFRS 7, IFRS 4 and IFRS 16) from
1 January 2021. The Group applied the Phase 2 amendments retrospectively. However, in accordance with the exceptions permitted in the
Phase 2 amendments, the Group has elected not to restate comparatives for the prior periods to reflect the application of these amendments.
Since the Group had no transactions for which the benchmark rate had been replaced with an alternative benchmark rate as at 31 December
2020, there is no impact on opening equity balances as a result of retrospective application.
Basis of consolidation
These Consolidated Financial Statements incorporate the Financial Statements of the Company and all its subsidiaries.
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from
its involvement with the entity and has the ability to affect those returns through its power over the entity. The acquisition date is the date on
which control is transferred to the acquirer. The Financial Statements of subsidiaries are included in the Consolidated Financial Statements
from the date that control commences until the date that control ceases.
Associates are those entities in which the Group has significant influence, but not control or joint control, over the financial and operating
policies. A joint venture is an arrangement in which the Group has joint control, whereby the Group has rights to the net assets of the
arrangement, rather than rights to its assets and obligations for its liabilities.
Interests in associates and joint ventures are accounted for using the equity method. They are initially recognised at cost, which includes
transaction costs. Subsequent to initial recognition, the Consolidated Financial Statements include the Group’s share of the profit or loss and
OCI of equity accounted investees, until the date on which significant influence or joint control ceases.
Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated.
Non-controlling interest is measured at the proportionate share of the entity’s net assets. On initial recognition this includes the proportionate
share of the pre-acquisition net assets of Travelsupermarket Limited and the net assets arising on the acquisition of Icelolly Marketing Limited.
Accounting for business combinations
From 1 January 2010 the Group has applied IFRS 3 – Business Combinations (2008) in accounting for business combinations using the
acquisition method. The change in accounting policy has been applied prospectively.
Acquisitions on or after 1 January 2010
For acquisitions on or after 1 January 2010, the Group measures goodwill at the acquisition date as:
• the fair value of the consideration transferred; plus
• the recognised amount of any non-controlling interests in the acquiree; plus
• if the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree; less
• the net recognised amount (fair value) of the identifiable assets acquired and liabilities assumed.
When the excess is negative, a bargain purchase gain is recognised immediately in profit or loss.
The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally
recognised in profit or loss.
Costs related to the acquisition, other than those associated with the issue of debt or equity securities, that the Group incurs in connection
with a business combination are expensed as incurred.
Any contingent amount payable is recognised at fair value at the acquisition date. If the contingent amount is classified as equity, it is not
remeasured and settlement is accounted for within equity. Otherwise, subsequent changes to the fair value of the contingent amount
are recognised in profit or loss. Where the contingent amount is dependent on future employment, it is treated as a cost of continuing
employment, and therefore is recognised as an expense over the relevant period.
Deferred consideration comprises obligations to pay specified amounts at future dates, i.e. there is no uncertainty about the amount to be
paid. It is recognised and measured at fair value at the date of acquisition and it is included in the consideration transferred. The unwinding of
any interest element or deferred consideration is recognised in the Income Statement.
Acquisitions between establishment of the Group (22 June 2007) and 1 January 2010
For acquisitions between 22 June 2007 and 1 January 2010, goodwill represents the excess of the cost of the acquisition over the Group’s
interest in the recognised amount (generally fair value) of the identifiable assets, liabilities and contingent liabilities of the acquiree. When the
excess was negative, a bargain purchase gain was recognised immediately in profit or loss.
Transaction costs, other than those associated with the issue of debt or equity securities, that the Group incurred in connection with business
combinations were capitalised as part of the cost of the acquisition.
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2. Summary of significant accounting policies continued
The Group was established via a series of transactions that occurred concurrently on 22 June 2007. These comprised the incorporation
of the Company with Simon Nixon as sole shareholder, the acquisition by the Company using a share for share exchange of Simon
Nixon’s 45%interest in Moneysupermarket.com Financial Group Limited and the acquisition by the Company of all other shares in
Moneysupermarket.com Financial Group Limited from third parties. The acquisition of Simon Nixon’s shares was between two parties, being
Simon Nixon and the Company, who were under common control at the time of the transaction. The acquisition was of an interest in a
company which gave the investor a significant influence in the company and it was concluded that this arrangement was a common control
transaction and not within the scope of IFRS 3 – Business Combinations.
As a result the Company accounted for this 45% interest in Moneysupermarket.com Financial Group Limited at original carrying value rather
than fair value at the date of the acquisition. The acquisition of the remaining shares in Moneysupermarket.com Financial Group Limited was
accounted for in accordance with IFRS 3 Business Combinations applying the accounting guidance for a business combination achieved in
stages. This resulted in the fair value of the identifiable assets, liabilities and contingent liabilities of Moneysupermarket.com Financial Group
Limited being recognised in full and the goodwill in respect of the acquisition from third parties being recognised.
Revenue
Revenue is derived from the Group’s principal activity of providing price comparison and lead generation services on the internet. The Group
generates fees from internet lead generation and commissions from brokerage sales through a variety of contractual arrangements.
Revenue is recognised when the Group has satisfied its performance obligations relating to a transaction. IFRS 15 – Revenue from Contracts
with Customers requires the Group to allocate the transaction price to separate performance obligations within a contract.
The following table provides information about the nature and timing of the satisfaction of performance obligations and the related revenue
recognition policies.
Type of sales transaction Nature and timing of satisfaction of performance obligations Revenue recognition policies
Price comparison services The performance obligation is the provision of an internet
lead to a provider’s website.
The trigger for the transaction price to become receivable
is usually a completed sale on the provider’s website.
However, for some contracts the trigger is the point at
which the lead is provided.
The transaction price is either a fixed amount per
completed sale or a variable amount derived from the
terms of the completed sale.
Revenue is recognised in the period in which the lead is
provided.
At the period end an estimate of accrued revenue is
made for leads provided that have resulted in completed
sales. This is based on the volume of leads provided in the
period, historic conversion rates and the expected price
per completed sale.
For some contracts, an estimate of accrued revenue is
also made for leads that will result in completed renewals.
This is based on expected renewal rates and premiums.
Cashback services Revenue is generated from rendering services to the
merchant. The performance obligation is the provision of
an internet lead to a merchant’s website.
The trigger for the transaction price to become receivable
is a completed sale on the merchant’s website.
The transaction price is derived from the terms of the
completed sale.
Revenue is recognised in the period in which the lead is
provided.
At the period end an estimate of accrued revenue is made
for leads provided that will result in completed sales. This
is based on the volume of leads provided in the period,
historic conversion rates and the expected price per
completed sale.
From historical experience and post year end confirmation, the Group does not expect there to be a material difference between the revenue
accrued at the year end and the amount subsequently billed. Also, given there is a large volume of low value transactions, the risk of a
significant reversal in the amount of cumulative revenue recognised is unlikely.
Judgement is applied in defining the customer for the cashback services. The customer is the merchant and the service provided is the delivery
of an internet lead onto their website. Accordingly, the cashback provided to members is not consideration payable to a customer andis
recognised in cost of sales.
Cost of sales
The Group recognises associated costs of internet lead generation in the period that the lead is generated. Costs in respect of cashback and
incentive payments made by the Group to users and members of our websites and revenue share for B2B partnerships are also included in
cost of sales.
Unclaimed cashback balances in respect of Cashback members who have had no account activity for a consecutive 12 month period are
released as a credit to cost of sales. This is in accordance with the terms and conditions agreed with members.
Advertising costs
The Group incurs costs from advertising via several different media. Costs associated with the production of adverts are recognised as an
expense once the advert is aired or displayed.
Property, plant and equipment
Property, plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses. Subsequent
expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Group.
Whereparts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items of property,
plant and equipment.
Depreciation is charged to the Statement of Comprehensive Income on a straight-line basis over the estimated useful life of each part of an item
of property, plant and equipment. Assets under construction are not depreciated until brought into use. The estimated useful lives are as follows:
Land and buildings 10-50 years
Plant and equipment (including IT equipment) 3 years
Office equipment 5 years
Fixtures and fittings 5 years
The useful lives and depreciation rates are reassessed at each reporting date and adjusted if appropriate.
Intangible assets and goodwill
Goodwill
Goodwill is measured at cost less any accumulated impairment losses, with the carrying value being reviewed for impairment at least annually,
and whenever there is an indication that the carrying value may be impaired.
Other intangible assets
The cost of other intangible assets acquired in a business combination is fair value as at the date of acquisition. After initial recognition,
intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment losses. All the Group’s intangible
assets (other than goodwill) have been identified as having finite useful lives. As such, they are amortised on a straight-line basis over their
useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation
period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at each reporting date and adjusted
if appropriate. The amortisation expense on intangible assets with finite lives is recognised in the Statement of Comprehensive Income. The
estimated useful lives are as follows:
Market-related 10 years
Customer/member relationships 10 years
Technology 3 – 5 years
Internally generated and other intangible assets are amortised under the same method as noted above.
Market-related intangible assets are defined as those that are primarily used in the marketing or promotion of products and services,
forexample trademarks, trade names and internet domain names.
Customer-related intangible assets acquired by the Group consist of customer lists, customer contracts and relationships, and non-
contractual customer relationships. For accounting purposes, customer relationships and customer lists have been identified separately.
Relationships with high-profile customers provide the Group with prominence in the marketplace, create volume and traffic on the website,
and enhance the reputation of the brand. Customer lists allow the Group to undertake targeted marketing activities.
Member relationships relate to the Cashback vertical and are deemed to have value as they provide direct access to potential leads that can
be transferred to the merchants’ websites.
Technology-based intangible assets relate to innovations and technical advances such as computer software, patented and unpatented
technology, databases and trade secrets. Costs that are directly attributable to projects of a capital nature are recognised as technology-based
intangible assets controlled by the Group and are recognised when the following criteria are met:
• it is technically feasible to complete the project so that it will be available for use;
• management intends to complete the project and use it;
• there is an ability to use or sell the project;
• it can be demonstrated how the project will generate probable future economic benefits;
• adequate technical, financial and other resources to complete the development and to use output of the project is available; and
• the expenditure attributable to the project during its development can be reliably measured.
Directly attributable costs that are capitalised as part of the project can include employee and contractor costs. Other development
expenditures that do not meet these criteria, as well as ongoing maintenance and costs associated with routine upgrades and enhancements,
are recognised as an expense as incurred.
Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates.
All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in profit or loss as incurred.
Notes to the Consolidated Financial Statements continued
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2. Summary of significant accounting policies continued
Financial instruments
Recognition and initial measurement
Trade receivables and debt securities issued are initially recognised when they are originated. All other financial assets and financial liabilities
are initially recognised when the Group becomes a party to the contractual provisions of the instrument.
Fixed asset and short term investments in equity securities held by the Group are classified as fair value through other comprehensive income
(‘FVOCI’) – equity instruments and are stated at fair value, with any resultant gain or loss being recognised directly in other comprehensive
income (in the fair value reserve).
Cash and cash equivalents comprise cash balances and call deposits.
A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value
plus, for an item not at fair value through profit or loss (‘FVTPL’), transaction costs that are directly attributable to its acquisition or issue.
Atrade receivable without a significant financing component is initially measured at the transaction price.
Classification and subsequent measurement
Financial assets
Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial
assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the
business model.
A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL:
• it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
• its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount
outstanding.
A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:
• it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and
• its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount
outstanding.
All financial assets not classified as measured at amortised cost or FVOCI as described above are measured at FVTPL. This includes all
derivative financial assets.
Financial assets – subsequent measurement and gains and losses
Financial assets at FVTPL These assets are subsequently measured at fair value. Net gains and losses, including any interest or
dividend income, are recognised in profit or loss.
Financial assets at amortised cost These assets are subsequently measured at amortised cost using the effective interest method. The
amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses
and impairment are recognised in profit or loss. Any gain or loss on derecognition is recognised in
profit or loss.
Debt investments at FVOCI These assets are subsequently measured at fair value. Interest income calculated using the effective
interest method, foreign exchange gains and losses and impairment are recognised in profit or loss.
Other net gains and losses are recognised in OCI. On derecognition, gains and losses accumulated in
OCI are reclassified to profit or loss.
Equity investments at FVOCI These assets are subsequently measured at fair value. Dividends are recognised as income in profit or
loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net
gains and losses are recognised in OCI and are never reclassified to profit or loss.
Financial instruments and contract assets
The Group recognises loss allowances for Expected Credit Losses (‘ECLs’) on financial assets measured at amortised cost. The Group
measures loss allowances at an amount equal to lifetime ECLs. Loss allowances wholly relate to trade receivables and contract assets are
always measured at an amount equal to lifetime ECLs.
When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs,
the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes
both quantitative and qualitative information and analysis, based on the Group’s historical experience and informed credit assessment
and including forward-looking information. The Group uses an allowance matrix to measure the ECLs of trade receivables from individual
customers and assumes that the credit risk of default on a financial asset has increased significantly if it is more than 120 days past due.
The maximum period considered when estimating ECLs is the maximum contractual period over which the Group is exposed to credit risk.
Notes to the Consolidated Financial Statements continued
At each reporting date, the Group assesses whether financial assets carried at amortised cost and debt securities at FVOCI are credit-
impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of
the financial asset have occurred.
Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets.
The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering a financial asset in
its entirety or a portion thereof. For individual customers, the Group has a policy of writing off the gross carrying amount when the financial
asset is 180 days past due based on historical experience of recoveries of similar assets.
ECLs’ are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the
difference between the cash flows due to the Group in accordance with the contract and the cash flows that the Group expects to receive).
ECLs are discounted at the effective interest rate of the financial asset.
Financial liabilities – classification, subsequent measurement and gains and losses
Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as
held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and
net gains and losses, including any interest expense, are recognised in profit or loss. Other financial liabilities are subsequently measured at
amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss.
Any gain or loss on derecognition is also recognised in profit or loss.
Derecognition
Financial asset
The Group derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights
to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are
transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain
control of the financial asset.
Financial liability
The Group derecognises a financial liability when its contractual obligations are discharged or cancelled or expire. The Group also
derecognises a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which
case a new financial liability based on the modified terms is recognised at fair value.
On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any
non-cash assets transferred or liabilities assumed) is recognised in profit or loss.
Fair value measurement
‘Fair value’ is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. The transaction is assumed to take place in the principal or, in its absence, the most advantageous
market to which the Group has access at that date.
A number of the Group’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial
assets and liabilities. When one is available, the Group measures the fair value of an instrument using the quoted price in an active market
for that instrument. A market is regarded as ‘active’ if transactions for the asset or liability take place with sufficient frequency and volume to
provide pricing information on an ongoing basis.
If there is no quoted price in an active market, then the Group uses valuation techniques that maximise the use of relevant observable inputs
and minimise the use of unobservable inputs. The chosen valuation technique incorporates factors that market participants would take
into account in pricing a transaction. In doing so, the Group consults with appropriate internal and external specialists to determine the fair
valuation. Key assumptions are benchmarked against other comparable companies and sensitised to gain assurance that they fall within a
reasonable range.
Impairment
Impairment of non-financial assets
The carrying amounts of the Group’s assets are reviewed annually to determine whether there is any indication of impairment. If such
indication exists, the asset’s recoverable amount is estimated.
For the purposes of impairment reviews, the recoverable amount of the Group’s assets is taken to be the higher of their fair value less costs to
sell and their value in use.
An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit (‘CGU’) exceeds its recoverable
amount. Impairment losses are recognised in the Consolidated Statement of Comprehensive Income.
See note 13 for full disclosure of how goodwill and impairment losses are allocated across the CGUs.
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2. Summary of significant accounting policies continued
Employee benefits
Defined contribution plans
Obligations for contributions to defined contribution pension plans are recognised as an expense in the Consolidated Statement of
Comprehensive Income as the related service is provided.
Share-based payment transactions
The Group’s share schemes allow certain Group employees to acquire ordinary shares in the Company. The fair value of share awards made
is recognised as an employee expense with a corresponding increase in equity. The fair value is measured at the award date and spread over
the period during which the employees become unconditionally entitled to the awards. The fair values of the share awards are measured
using the Monte Carlo method for options subject to a market-based condition and the Black-Scholes model for all others, taking into account
the terms and conditions upon which the awards were made. The amount recognised as an expense is adjusted to reflect the number of
share awards expected to vest.
Short-term employee benefits
Short-term employee benefit obligations are measured on an undiscounted basis and are recognised as an expense in the Consolidated
Statement of Comprehensive Income as the related service is provided.
A provision is recognised for the amount expected to be paid under short-term cash bonus or deferred bonus plan if the Group has a present
legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated
reliably. The Group’s deferred bonus plans currently do not have any ongoing performance obligations and are therefore provided for as
described above in the period to which they related.
Finance income
Finance income comprises bank interest receivable.
Finance costs
Finance costs comprise interest charged on borrowings, leases recognised under IFRS 16 – Leases and the unwind of discount on deferred
consideration.
Leases
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract
conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract
conveys the right to control the use of an identified asset, the Group uses the definition of a lease in IFRS 16.
Leased items are recognised on the balance sheet as an asset valued at its right-of-use and a corresponding liability that reflects the present
value of future lease payments.
The asset is initially measured at its right-of-use value which reflects the total cost of lease payments, the direct costs incurred to bring the
asset into use and an estimate of the cost that will be incurred when dismantling or uninstalling the item. The asset is then depreciated
through the profit and loss account on a straight line basis over the contract term of the lease.
The liability is initially recognised at the present value of future lease payments using the discount rate implicit in the lease if it can be
determined or otherwise using the incremental borrowing rate of the Group.
Leased items with a value of less than £5,000 and items leased over a term of less than 12 months are not recognised on the balance sheet as
an asset and liability. The cost of lease payments is recognised in the profit and loss account as they fall due on an accrued basis.
Dividends
Dividends payable to the Company’s shareholders are recognised as a liability and deducted from shareholders’ equity in the period in which
the shareholders’ right to receive payment is established.
Taxation
Income tax expense comprises current and deferred tax. It is recognised in the Consolidated Statement of Comprehensive Income 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 year, using tax rates in force for the year, and any adjustment to tax
payable in respect of previous years.
Deferred tax is provided on 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 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 substantively enacted at the balance sheet date.
Notes to the Consolidated Financial Statements continued
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.
Deferred tax liabilities are recognised at the expected future tax rate of the value of the intangible assets with finite lives which are acquired
through business combinations representing the tax effect of the amortisation of these assets in future periods.
These liabilities will decrease in line with the amortisation of the related intangible assets, with the deferred tax credit recognised in the
Statement of Comprehensive Income in accordance with IAS 12 – Income Taxes.
Research and development tax credits are accounted for as a government grant in accordance with IAS 20 – Accounting for Government
Grants and Disclosure of Government Assistance. The credit is recognised once a reasonable estimate of the amount can be made.
Reserve for own shares
The Group has a number of equity-settled, share-based employee incentive plans. In connection with these, shares in the Company are held
by an Employee Benefit Trust (‘EBT’). The assets and liabilities of the EBT are required to be consolidated within these accounts as it is deemed
to be under de facto control of the Group. The assets of the EBT mainly comprise Moneysupermarket.com Group PLC shares, which are
shown as a deduction from total equity at cost.
Standards, amendments and interpretations issued but not yet effective
A number of new standards are effective for annual periods beginning after 1 January 2021 and earlier adoption is permitted; however, the
Group has not early adopted the new or amended standards in preparing these Consolidated Financial Statements.
The following amended standards and interpretations are not expected to have a significant impact on the Group’s Consolidated Financial
Statements and are not effective for the current period. The below standards are those that are relevant to the Group.
Standard Summary of changes
Amendments to IAS 1 Amendments to IAS 1 – Presentation of Financial Statements to update requirements on determining the
classification of liabilities as current or non-current; and disclosure of material accounting policies rather
than significant accounting policies. Effective date 1 January 2023.
Amendments to IAS 8 Amendments to IAS 8 – Accounting Policies, Changes in Accounting Estimates and Errors to introduce a
new definition of accounting estimates and clarifying the relationship between accounting policies and
accounting estimates. Effective date 1 January 2023.
Amendments to IAS 12 Amendments to IAS 12 – Income Taxes to provide clarification of accounting treatment in relation to
deferred tax assets and liabilities arising from a single transaction. Effective date 1 January 2023.
3. Acquisitions and disposals
CYTI (Holdings) Limited
On 28 January 2021, the Group acquired the remaining 72% of the share capital of CYTI (Holdings) Limited (“CYTI”). Prior to this the Group
had held a 28% investment in CYTI which was accounted for as a joint venture. Since acquiring the remaining share capital, the Group has
accounted for CYTI as a subsidiary undertaking.
Prior to joining the Group, CYTI was an existing white label partner in the Insurance vertical and the principal base of business is Belfast, UK.
Ice Travel Group Limited
On 1 July 2021, the Travelsupermarket business was transferred out of Moneysupermarket.com Limited into a newly incorporated, wholly
owned subsidiary, Travelsupermarket Limited. On 1 September 2021, the entire share capital of Travelsupermarket Limited was transferred
to Ice Travel Group Limited (“ITG”), a newly incorporated non-trading holding company, in exchange for 67% of the share capital of ITG. At this
point ITG had also acquired 100% of the share capital of Icelolly Marketing Limited.
Icelolly Marketing Limited is the operator of an online holiday price comparison and deals website with a registered office in Leeds, UK.
Icelolly Marketing Limited and Travelsupermarket Limited are now both managed by ITG, bringing the expertise within the two companies
together with greater scale, which should in turn help more customers by creating a stronger, broader travel comparison and deals service.
Maple Syrup Media Limited (Quidco)
On 1 November 2021, the Group acquired 100% of the share capital of Maple Syrup Media Limited (trading as Quidco), a leading consumer
cashback business with a registered office in London, UK.
This acquisition has expanded the Group in line with our purpose of helping households save money. The cashback market is growing and
profitable, with significant headroom for further growth.
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Notes to the Consolidated Financial Statements continued
4. Revenue
All revenue is derived from the Group’s principal activity and is generated in the UK.
2021
£m
2020
£m
Revenue from price comparison services 306.1 344.9
Revenue from cashback services 10.6 –
Total revenue 316.7 344.9
5. Segmental information
Business segments
Below we report a measure of profitability at segment level that reflects the way performance is assessed internally. The Group has a number
of teams, capabilities and infrastructure which are used to support all verticals e.g. data platform and brand marketing. These are shared costs
of the Group rather than “central costs”. We have concluded there is no direct or accurate basis for allocating these costs to the operating
segments and therefore they are disclosed separately, which is how they are presented to the Chief Operating Decision Maker.
The Group’s reportable segments are Insurance, Money, Home Services, Travel and Cashback. These segments represent individual trading
verticals which are reported separately for revenue and directly attributable expenses. Net finance costs, share of loss of equity accounted
investments, tax and net assets are only reviewed by the Chief Operating Decision Maker at a consolidated level and therefore have not been
allocated between segments. All assets held by the Group are located in the UK.
Home Services now includes the B2C and B2B revenues and directly attributable expenses from Decision Tech brands, in line with the
organisational changes implemented in the year and comparatives for Home Services have been restated on the same basis.
Following the acquisition of CYTI, the costs and revenues associated with this business are now included in the Insurance segment.
Travel is revenue and directly attributable expenses from TravelSupermarket prior to 1 September 2021 and then the combined Ice Travel
Group thereafter.
Cashback is a new segment covering the revenue and directly attributable expenses from Quidco following its acquisition in the year.
The following summary describes the products and services in each segment.
Segment Products and services
Insurance Customer completes transaction for insurance policy on any of the following: provider website, our website or a telephone call.
Money Customer completes transaction for money products such as credit cards, loans and mortgages on provider website.
Home Services Customer completes transaction for home services products such as energy and broadband on provider website.
Travel Customer completes transaction for travel products on provider website or our website.
Cashback Customer completes transaction for retail, telecommunications, services and travel products with a cashback incentive on
merchant website
Segment
Insurance
£m
Money
£m
Home
Services
£m
Travel
£m
Cashback
£m
Shared
costs
£m
Total
£m
Year ended 31 December 2021
Revenue 158.7 75.2 68.1 4.1 10.6 – 316.7
Directly attributable expenses (64.0) (24.4) (34.9) (5.0) (8.8) (79.1) (216.2)
Adjusted EBITDA contribution 94.7 50.8 33.2 (0.9) 1.8 (79.1) 100.5
Adjusted EBITDA contribution margin 60% 68% 49% (21%) 17% – 32%
Depreciation and amortisation (23.5)
Deal fees and associated costs (3.6)
Profit on disposal of property, plant and equipment 0.1
Net finance costs (2.0)
Share of loss of equity accounted investments (0.6)
Change in fair value of financial instruments (0.7)
Profit before tax 70.2
Taxation (18.1)
Profit for the year 52.1
Segment
Insurance
£m
Money
£m
Home
Services
£m
Travel
£m
Cashback
£m
Shared
costs
£m
Total
£m
Year ended 31 December 2020
Revenue 172.9 62.8 103.2 6.0 – – 344.9
Directly attributable expenses (74.6) (26.0) (49.7) (5.3) – (81.5) (237.1)
Adjusted EBITDA contribution 98.3 36.8 53.5 0.7 – (81.5) 107.8
Adjusted EBITDA contribution margin 57% 59% 52% 11% – – 31%
Depreciation and amortisation (20.8)
Net finance costs (2.0)
Share of loss of equity accounted investments (0.7)
Change in fair value of financial instruments 3.5
Profit before tax 87.8
Taxation (18.5)
Profit for the year 69.3
Adjusted EBITDA contribution margin is calculated by dividing adjusted EBITDA contribution by revenue.
Insurance adjusted EBITDA margin increased from 57% to 60% in the year, driven primarily by changes in our acquisition approach for key
channels, as well as higher car conversion.
Money saw considerable revenue growth, exiting the year in line with 2019 run rates. Margin benefitted from improving conversion in cards
and loans as lending criteria eased, resulting in a 9%pt increase in margin.
Home Services revenue declined significantly due to the collapse of energy switching in the second half. Contribution margin for the whole
vertical declined slightly reflecting the growing mix of B2B revenue (where margins are structurally significantly lower) during the first half, and
bad debt costs associated with the administration of several energy partners.
Travel moved into a loss due to continued COVID-19 disruption to the travel market which was particularly acute in the first half. It generated a
small profit during the second half.
Margin for Cashback is significantly lower than other verticals as a large proportion of commission is paid out to members as cashback.
Shared costs declined slightly due to operational efficiencies and lower marketing costs which were partially offset by an increase in
peoplecosts.
6. Operating profit
Operating profit is stated after charging items detailed in the table below.
2021
£m
2020
£m
Depreciation of property, plant and equipment 4.5 4.5
Amortisation of intangible assets 19.0 16.3
Auditor’s remuneration:
Audit of these Consolidated Financial Statements 0.3 0.2
Audit of subsidiaries’ Financial Statements 0.3 0.2
Non-audit related services provided by KPMG constituted a review opinion on the financial statements for the six month period ended 30 June
2021 which amounted to £0.05m (2020: £0.05m).
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Reconciliation of the effective tax rate
In both the current and prior years the tax charge for the year is higher (2020: higher) than the standard rate of corporation tax in the UK of
19% (2020: 19%). The differences are explained below.
2021
£m
2020
£m
Profit before tax 70.2 87.8
Standard rate of tax at 19% (2020: 19%) 13.3 16.7
Effects of:
Expenses not deductible for tax purposes 0.9 0.3
Investments chargeable to tax not included in reported profit before tax 0.3 -
Movement related to share based payments 0.2 0.5
Change in fair value of financial instruments 0.1 (0.7)
Impact of changes in tax rate 3.5 1.3
Adjustments in relation to prior periods (0.2) 0.4
Taxation for the year 18.1 18.5
In March 2021, increases in the UK corporation tax rate from 19% to 25% (effective 1 April 2023) were substantively enacted. The deferred tax
liability at the balance sheet date has been calculated based on a rate of 25%.
10. Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit or loss for the year attributable to ordinary equity holders of the Company, by the
weighted average number of ordinary shares outstanding during the year. The Company’s own shares held by employee trusts are excluded
when calculating the weighted average number of ordinary shares outstanding.
Diluted earnings per share
Diluted earnings per share is calculated by dividing the profit or loss for the year attributable to ordinary equity holders of the Company, by
the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that
would be issued on the conversion of all dilutive potential ordinary shares into ordinary shares.
Earnings per share
Basic and diluted earnings per share have been calculated on the following basis:
2021 2020
Profit after taxation attributable to the owners of the Company (£m) 52.7 69.3
Basic weighted average shares in issue (millions) 536.4 536.4
Dilutive effect of share-based instruments (millions) 0.1 0.1
Diluted weighted average shares in issue (millions) 536.5 536.5
Basic earnings per share (p) 9.8 12.9
Diluted earnings per share (p) 9.8 12.9
Adjusted basic and diluted earnings per share have been calculated as follows:
2021
£m
2020
£m
Profit before tax 70.2 87.8
Adjusted for loss before tax attributable to non-controlling interest 0.7 –
Profit before tax attributable to the owners of the Company 70.9 87.8
Amortisation of acquisition related intangible assets 4.4 2.4
Amortisation of acquisition related intangible assets attributable to non-controlling interest (0.1) –
Deal fees and associated costs 3.6 –
Deal fees and associated costs attributable to non-controlling interest (0.6) –
Change in fair value of financial instruments 0.7 (3.5)
78.9 86.7
Estimated taxation at 19% (2020: 19%) (15.0) (16.5)
Profit for adjusted earnings per share purposes 63.9 70.2
Basic adjusted earnings per share (p) 11.9 13.1
Diluted adjusted earnings per share (p) 11.9 13.1
Notes to the Consolidated Financial Statements continued
7. Staff numbers and cost
The average number of persons employed by the Group (including Directors) during the year, analysed by category, was as follows:
Number of
employees
2021
Number of
employees
2020
Technology and product operations 290 302
Administration 461 478
751 780
The aggregate payroll costs of these persons were as follows:
2021
£m
2020
£m
Wages and salaries 49.4 44.8
Compulsory social security contributions 5.5 5.0
Contributions to defined contribution plans 1.9 2.0
Share-based payment transactions 1.4 3.5
Social security contributions related to share awards and options (0.6) 0.4
Capitalised staff costs (4.0) (4.2)
53.6 51.5
8. Net finance expense
2021
£m
2020
£m
Finance income
Interest received on bank deposits 0.1 0.1
Finance expense
Interest payable on revolving credit facility (0.7) (0.8)
Interest payable on bank loan (0.2) –
Interest payable on leases (1.1) (1.2)
Unwind of discount on deferred consideration (0.1) (0.1)
Total finance expense (2.1) (2.1)
Net finance expense (2.0) (2.0)
9. Taxation
2021
£m
2020
£m
Current tax
Current tax on income for the year 15.9 17.6
Adjustment in relation to prior period (0.3) 0.3
15.6 17.9
Deferred tax
Origination and reversal of temporary differences (1.1) (0.8)
Adjustments due to changes in corporation tax rate 3.5 1.3
Adjustment in relation to prior period 0.1 0.1
2.5 0.6
Taxation for the year 18.1 18.5
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13. Intangible assets and goodwill
Market
related
£m
Customer/
member
relationship
£m
Customer
list
£m
Technology
related
£m
Goodwill
£m
Total
£m
Cost:
At 1 January 2020 155.3 69.3 2.3 108.7 212.6 548.2
Additions internally developed – – – 9.2 – 9.2
Disposals – (69.3) (2.3) (16.4) – (88.0)
At 31 December 2020 155.3 – – 101.5 212.6 469.4
At 1 January 2021 155.3 – – 101.5 212.6 469.4
Acquisitions through business combinations 14.3 21.2 – 15.4 76.5 127.4
Additions internally developed – – – 9.2 – 9.2
Disposals – – – (2.7) – (2.7)
At 31 December 2021 169.6 21.2 – 123.4 289.1 603.3
Amortisation:
At 1 January 2020 146.8 69.3 2.3 77.6 74.3 370.3
Amortisation charge for the year 1.7 – – 14.6 – 16.3
Disposals – (69.3) (2.3) (16.4) – (88.0)
At 31 December 2020 148.5 – – 75.8 74.3 298.6
At 1 January 2021 148.5 – – 75.8 74.3 298.6
Amortisation charge for the year 2.0 0.4 – 16.6 – 19.0
Disposals – – – (2.7) – (2.7)
At 31 December 2021 150.5 0.4 – 89.7 74.3 314.9
Carrying value
At 31 December 2020 6.8 – – 25.7 138.3 170.8
At 31 December 2021 19.1 20.8 – 33.7 214.8 288.4
Acquisitions through business combinations
Details of acquisitions through business combinations can be found in note 29.
Additions internally developed
Included within the technology related intangible assets are technology related intangible assets under development with a net carrying value
of £5.6m (2020: £8.0m).
In order to accurately quantify the value of internally generated technology assets the Group undertakes project tracking to record the cost of
both internal and contract staff wholly assigned to each project. Third party costs incurred are allocated to investment projects and recognised
at purchase cost. This approach ensures that technology related intangible assets accurately reflect the cost of development. As highlighted in
note 2, there is a degree of judgement regarding the recognition of costs incurred in developing technology related intangible assets. This is
due to the asset recognition criteria being predicated on future economic benefit flowing from that asset. Management are confident however
that any spend capitalised satisfies the criteria of IAS 38 – Intangible Assets and, where relevant, SIC-32 Intangible Assets – Web Site Costs. On
an annual basis, or where an indication exists, the Group is required to assess its goodwill and intangible assets for impairment. See below for
this assessment for goodwill and technology related assets.
Disposals
Disposals in the year include assets with a combined gross book value of £2.7m (2020: £88.0m) and carrying value of £nil (2020: £nil) that are
no longer in use and have therefore been retired.
Goodwill
During 2007, the Group employed the services of an appropriately qualified and experienced independent third party to value the intangible
assets acquired from Moneysupermarket.com Financial Group Limited. This valuation was used as the initial carrying value for these assets.
Following the impairment charge taken against these assets in 2008, the market capitalisation of the Group approximated to the total carrying
value of the goodwill, intangible and other non-current assets of the Group. At 31 December 2021, the market capitalisation exceeded the
carrying value of the goodwill, intangible and other non-current assets, and net current assets by more than 100% (2020: more than 100%).
In August 2018, the Group acquired Decision Technologies Limited. The Group employed the services of an appropriately qualified and
experienced independent third party to value the intangible assets acquired as part of the Decision Technologies Limited acquisition, which
resulted in a goodwill balance of £30.7m.
Notes to the Consolidated Financial Statements continued
11. Dividends
2021 2020
pence per
share
Total
£m
pence per
share
Total
£m
Declared and paid dividends on ordinary shares:
Prior year final dividend 8.61 46.2 8.61 46.2
Interim dividend 3.10 16.6 3.10 16.6
Total dividend paid in the year 11.71 62.8 11.71 62.8
Proposed for approval (not recognised as a liability at 31 December):
Final dividend 8.61 46.2 8.61 46.2
12. Property, plant and equipment
Land and
buildings
£m
Plant and
equipment
£m
Office
equipment
£m
Fixtures and
fittings
£m
Total
£m
Cost:
At 1 January 2020 48.1 30.5 1.6 3.8 84.0
Additions 1.4 0.4 0.5 0.1 2.4
Disposals – (10.7) (0.6) (1.8) (13.1)
At 31 December 2020 49.5 20.2 1.5 2.1 73.3
At 1 January 2021 49.5 20.2 1.5 2.1 73.3
Acquisitions through business combinations 1.7 0.4 – – 2.1
Additions – 0.6 0.0 0.0 0.6
Disposals (1.6) (0.5) – – (2.1)
At 31 December 2021 49.6 20.7 1.5 2.1 73.9
Depreciation:
At 1 January 2020 6.1 28.8 1.2 3.2 39.3
Depreciation for the year 3.7 0.3 0.1 0.4 4.5
Disposals – (10.7) (0.6) (1.8) (13.1)
At 31 December 2020 9.8 18.4 0.7 1.8 30.7
At 1 January 2021 9.8 18.4 0.7 1.8 30.7
Depreciation for the year 3.6 0.6 0.1 0.2 4.5
Disposals (0.6) (0.5) – – (1.1)
At 31 December 2021 12.8 18.5 0.8 2.0 34.1
Carrying value:
At 31 December 2020 39.7 1.8 0.8 0.3 42.6
At 31 December 2021 36.8 2.2 0.7 0.1 39.8
Property, plant and equipment includes right-of-use assets of £25.4m (2020: £27.1m) related to leased properties that do not meet the
definition of investment property (see note 25).
Details of acquisitions through business combinations can be found in note 29.
In the prior year, assets with a combined gross book value of £13.1m and a carrying value of £nil that were no longer in use were retired.
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Group impairment testing
As explained in note 5, whilst the Group is able to allocate revenue between the CGUs, its cost base is reviewed by the Group’s Chief Operating
Decision Maker at a Group rather than CGU level, and a number of the significant costs which the Group incurs cannot be allocated either
directly or on a reasonable and consistent basis to the CGUs that are each operating segment. Therefore the cash flows estimated for these
CGUs include all of the Group’s forecast segmental profit contributions and an allocation of the Group’s forecast shared costs.
The Group has therefore also performed a further impairment test for the Group as a whole, in a manner consistent with previous years.
In these calculations the Group is treated as one group of CGUs, and the test compared the carrying amount, including goodwill and other
corporate assets, to the recoverable amount.
The recoverable amount has been estimated based on the present value of its future cash flows, which has been calculated with a set of
assumptions consistent with those set out above in relation to the individual operating segment calculations.
The analysis performed calculates that the recoverable amount of the Group’s assets exceeds their carrying value by in excess of 100% (2020:
in excess of 100%), and as such, no impairment was identified.
The Group has completed sensitivity analysis as part of its impairment testing procedures by flexing both cash flow and discounting
assumptions significantly. The headroom on goodwill is such that there are no foreseeable scenarios in which the Group would need to
consider an impairment.
In conclusion, no reasonably possible change to a key assumption would result in an impairment (2020: same).
Impairment testing of technology related intangible assets
Technology related intangible assets in use by the Group are tested for impairment if there is an indication that the asset may be impaired.
The Group also conducts annual impairment testing of significant technology related intangible assets under development and not yet
available for use, in line with IAS 36 – Impairment of Assets (IAS 36.10). No indications of impairment have been identified.
14. Equity accounted investments
The carrying amounts of equity accounted investments as at 31 December 2021 was £nil (2020: £2.6m). The Group’s share of post-tax loss of
equity accounted investees for the year was £0.6m (2020: £0.7m). The prior year comparative includes £0.2m in respect of CYTI.
Podium
Podium Solutions Limited (‘Podium’) is a joint venture in which the Group obtained joint control and a 50% ownership interest on 26 March
2018. Podium is a financial technology business, principally engaged in developing digital solutions in the mortgages sector. Podium is not
publicly listed and is registered at Fourth Floor, Market Square House, St James Street, Nottingham, Nottinghamshire, NG1 6FG.
Podium is structured as a separate vehicle and the Group has a residual interest in the net assets of Podium. Accordingly, the Group has
classified its interest in Podium as a joint venture. The following table reconciles the summarised financial information of Podium to the
carrying amount of the Group’s interest in Podium.
31 December
2021
31 December
2020
Percentage ownership interest 50% 50%
31 December
2021
£m
31 December
2020
£m
Net liabilities (100%) (2.3) (1.6)
Group’s share of net liabilities (50%) (1.2) (0.8)
Loss for period (100%) (0.9) (1.3)
Investment in joint venture 1.6 1.0
Group’s share of loss brought forward (50%) (1.0) (0.5)
Group’s share of loss for period (50%) (0.6) (0.5)
Carrying amount of interest in joint venture – –
During the year the Group has invested a further £0.6m in Podium, maintaining its 50% shareholding.
CYTI
On 28 January 2021, the Group acquired the remaining 72% of the share capital of CYTI (Holdings) Limited (“CYTI”) and therefore CYTI is now
accounted for as a subsidiary and fully consolidated into the Group accounts. See notes 3 and 29 for further details. At 31 December 2020,
the carrying value in the CYTI investment was £2.6m.
Notes to the Consolidated Financial Statements continued
13. Intangible assets and goodwill continued
In 2021, the Group again employed the services of an appropriately qualified and experienced independent third party to value the intangible
assets acquired as part of the acquisitions in the year. The goodwill arising on acquisitions during the year is summarised below:
Subsidiary Date acquired Cash generating unit £m
CYTI (Holdings) Limited January Insurance 3.6
Ice Travel Group Limited September Travel 4.1
Maple Syrup Media Limited November Cashback 68.8
Total 76.5
The Group is required to allocate goodwill between its cash generating units (‘CGUs’) that represent the lowest level within the Group at which
goodwill is monitored for internal management purposes. These CGUs are Insurance, Money, Home Services, Travel and Cashback. During the
year the Decision Technologies business was integrated into the Home Services vertical. As Decision Technologies and the underlying Home
Services vertical now operate from the same shared platform, they are no longer regarded as separate CGUs and its goodwill balance of
£30.7m has been included in the Home Services goodwill balance. The Group has performed impairment testing at a CGU level.
Goodwill is allocated to each CGU as follows:
31 December
2021
£m
31 December
2020
£m
Insurance 46.5 42.9
Money 33.2 33.2
Home Services 54.8 54.8
Travel 11.5 7.4
Cashback 68.8 –
Total 214.8 138.3
Impairment review by CGU and Group
For the current year, the recoverable amount of the acquisition related intangible assets and goodwill allocated to the respective CGUs was
taken to be their value in use and was calculated by reference to the forecast cash flows.
The present value of the future cash flows has been calculated with the following key assumptions:
• Cash flows for years 1–3 for each CGU represent management’s best estimate of future cash flows as at 31 December 2021, and are
based upon the Group’s approved long term planning model incorporating cost of sales, advertising and an allocation of overhead costs.
The key assumptions underlying the plan relate to visitor volumes, source of visitors, revenue per transaction/visitor and marketing spend,
which incorporate past experience. The forecast assumes continued growth during the course of the next 3 years, driven by new media
campaigns, exploitation of the Group’s data assets and further investments made in the core technology underpinning the Group’s key
channels. However, the forecast has taken into consideration the impact of COVID-19 and the impact of climate change, reflecting the
downturn in trade and slower recovery rates across all channels. The forecast also takes into account the impact of the current conditions
in the energy market on the Home Services vertical, where significant wholesale gas price increases and a regulatory cap on prices that
can be charged to customers has effectively closed the energy switching market at the end of 2021.
• Cash flows beyond 3 years have been calculated as a perpetuity inclusive of an annual growth of 1.0% (2020: 1.0%) that is in line with the
Office for Budget Responsibility (OBR) 5 year forecast for growth in the UK’s Gross Domestic Product (GDP).
• A pre-tax discount rate of 13.5% (2020: 13.5%) has been used in the forecast for the Insurance and Money CGUs, which is based on the
Group’s weighted average cost of capital. Management believe this discount rate continues to reflect the return an investor in a company
with the Group’s risk profile would expect in the broader context of the investment market.
• A pre-tax discount rate of 16.5% (2020: 16.5%) has been used for Travel and Home Services which is also based on the Group’s weighted
average cost of capital plus a higher risk premium to reflect the impact of COVID-19 on the Travel sector and the current conditions in the
energy market.
• Different CGUs face slightly different risk profiles due to macro-economic factors but this is not considered significant enough to justify
more than a small adjustment to each discount rate of approximately +/- 1-3%. This includes the impact of COVID-19 on the Travel sector
and the current issues in the energy market. Having completed some sensitivity analysis in this area the impact on the impairment review
is not material.
A different set of assumptions may be more appropriate in future years dependent on changes to the macro-economic environment.
The analysis performed calculates that the recoverable amount of the assets allocated to the Insurance, Money, Home Services and Travel
CGUs exceeds their carrying value by in excess of 100% (2020: in excess of 100%). No reasonably possible change to a key assumption would
therefore result in an impairment.
The Cashback CGU was acquired in November 2021 (see note 29). The business was acquired on an arm’s length basis and was independently
valued at that date to have a fair value exceeding the fair value of identifiable net assets acquired, supporting the goodwill value recognised
on the acquisition date. Since this business was acquired, no indicators of impairment have been determined which indicate that the acquired
intangible assets may be impaired.
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Movements in the provision for credit losses were as follows:
31 December
2021
£m
31 December
2020
£m
At 1 January 0.2 0.2
Provisions made in the year 1.6 0.3
Provisions utilised in the year (0.2) (0.3)
At 31 December 1.6 0.2
As at 31 December, the analysis of trade and other receivables that were past due but not impaired is as follows:
Total
£m
Neither past
due nor
impaired
£m
Past due not impaired
0–30 days
£m
30–60 days
£m
60–90 days
£m
90–120 days
£m
>120 days
£m
At 31 December 2020 45.1 38.6 4.9 1.1 0.3 0.2 0.0
At 31 December 2021 61.5 53.9 4.5 2.2 0.7 0.2 0.0
The Group’s standard payment terms are typically 15 days (2020: 15 days)
18. Trade and other payables
Non-current
31 December
2021
£m
31 December
2020
£m
Deferred consideration 9.8 –
Lease liabilities 28.5 30.7
Other payables 38.3 30.7
The £9.8m non-current element of deferred consideration, which relates to Quidco, has been discounted to its present value and the unwind
is treated as a finance cost.
Current
31 December
2021
£m
31 December
2020
£m
Trade payables 35.9 42.1
Non-trade payables and accrued expenses 2.3 9.3
Other payables 43.5 –
Lease liabilities 3.2 2.1
Deferred income 0.4 0.3
Deferred consideration 4.8 0.8
Trade and other payables 90.1 54.6
As a result of click based revenue being recognised in the period that the lead is generated, an accrual for the cost of sales, such as partner
revenue share agreements, relating to the revenue accrued at the year end date (see note 17) is included within trade payables.
Other payables relate to amounts due to Cashback members. This balance is net of an estimated cancellation rate (i.e. clicks which do not
result in completed sales), based on historical data and therefore reflects the amount that is expected to be payable. A -/+3ppt change in
this cancellation rate would equate to approximately £0.5m. This balance is payable once the sale has been completed, the cash has been
received from the merchant and the member has requested payment.
Notes to the Consolidated Financial Statements continued
15. Other investments
The carrying amounts of other investments as at 31 December 2021 are shown in the table below. The investments are held at fair value (see
note 22).
Investments in equity securities
Truelayer
Limited
£m
Flagstone
Investment
Management
Limited
£m
By Miles Ltd
£m
Plum Fintech
Limited
£m
Total
£m
At 1 January 2020 1.4 2.5 1.0 0.4 5.3
Additions in the year – 0.3 – – 0.3
Fair value uplift – 0.8 1.6 0.2 2.6
At 31 December 2020 1.4 3.6 2.6 0.6 8.2
At 1 January 2021 1.4 3.6 2.6 0.6 8.2
Disposals in the year (2.1) – – – (2.1)
Fair value uplift 0.7 – – 0.7 1.4
At 31 December 2021 – 3.6 2.6 1.3 7.5
In May 2021, the Group disposed of its investment in Truelayer, receiving sales proceeds on an arm’s length basis of £2.1m. This resulted in a
fair value uplift immediately prior to disposal of £0.7m which was recognised as other comprehensive income. On disposal, £1.7m of fair value
gains were transferred from the fair value reserve (in other reserves) to retained earnings.
Sensitivity analysis
For the fair value of investments, a 5% movement in share price would have an effect of £0.4m (2020: £0.4m) on the total value.
16. Derivative financial assets
31 December
2021
£m
31 December
2020
£m
Call option – 3.5
At 31 December 2020, the Group had a call option to acquire the remaining 72% share capital of CYTI (Holdings) Limited (‘CYTI’). The call option
had an exercise date of between 1 January 2021 and 31 December 2023 and was measured at its fair value at the 31 December 2020 balance
sheet date.
In January 2021, the Group exercised the call option and purchased CYTI (Holdings) Limited comprising £1.0m cash, the fair value of the option
and the fair value of the 28% held at acquisition date. As part of the acquisition during the current year the initial investment was adjusted to
its fair value resulting in a charge to the income statement of £0.7m (see note 29).
17. Trade and other receivables
31 December
2021
£m
31 December
2020
£m
Trade and other receivables 61.5 45.1
All receivables fall due within one year.
From historical experience and post year end confirmation, the Group expects any differences between the amounts accrued at year end and
those amounts subsequently billed to be not materially different. The under and over estimates on accrued revenue are typically in a region of
-1% to + 3%, historically this has been an under estimate of accrued revenue. A -1% to + 3% difference on the £47.3m revenue accrual (2020:
£33.5m) would equate to approximately (£0.5m) to £1.4m (2020: (£0.3m) to £1.0m).
The assumptions used to calculate the revenue accrual have been disclosed within note 2.
At 31 December 2021, trade receivables are shown net of a provision for credit losses of £1.6m (2020: £0.2m), which represents a judgement
made by management of which receivables balances are unlikely to be recovered taking into consideration the ageing of the debt, evidence of
poor payment history or financial position of a particular customer. The balance is largely related to energy providers who have ceased trading
in the year.
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21. Called up share capital
The nominal value of ordinary shares is 0.02p. The holders of ordinary shares are entitled to returns of capital, receive a dividend and vote.
Issued and fully paid
Number of ordinary shares 2021 2020
At the beginning of the year 536,700,541 536,576,579
Issued on exercise of SAYE options 161,106 123,962
At the end of the year 536,861,647 536,700,541
Nominal value of ordinary shares
2021
£
2020
£
At the beginning of the year 107,34 0 107,315
Issued on exercise of SAYE options 32 25
At the end of the year 107, 372 107,340
The Group operates a Long Term Incentive Plan under which conditional nil cost awards of ordinary shares in the Company have been made
to certain Directors and employees of the Group, and an HMRC approved Save As You Earn scheme (‘Sharesave’) is eligible to all employees
(see note 24).
22. Financial instruments
Interest rate risk
The Group invests its cash in a range of cash deposit accounts with UK banks. Interest earned therefore closely follows movements in the
Bank of England base rate. A movement of 1% in this rate would result in a difference in annual pre-tax profit of £0.1m (2020: £0.2m) based
on Group cash, cash equivalents and financial instruments at 31 December 2021. At the balance sheet date, £5.3m was invested with Barclays
Bank (2020: £15.7m was invested with Lloyds Banking Group), this being the most invested with any one bank.
Fair values
The Group’s financial assets and liabilities are principally short-term in nature, and therefore their fair value is not materially different from
their carrying value. The valuation method for the Group’s financial assets and liabilities can be defined as follows:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or
indirectly (i.e. derived from prices).
Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs).
All investments and derivatives fall under Level 3 as the fair value is measured using the latest unquoted share price of recent transactions,
with updates made as required considering market conditions at year end. A reconciliation is provided in note 15. All other financial assets and
liabilities are held at amortised cost and other financial liabilities respectively in accordance with IFRS 9 – Financial Instruments. There have
been no transfers between levels in the year.
The Directors consider that the carrying amounts of financial assets and financial liabilities recorded at amortised cost in the financial
statements approximate their fair values.
Effective interest rates
In respect of interest-earning financial assets, the following table indicates their effective interest rates at the year end date:
31 December 2021 31 December 2020
Effective
interest rate £m
Effective
interest rate £m
Cash and cash equivalents 0.07% 12.5 0.26% 23.6
Notes to the Consolidated Financial Statements continued
19. Borrowings
Non-current
31 December
2021
£m
31 December
2020
£m
Loan 40.0 –
Current
31 December
2021
£m
31 December
2020
£m
Revolving credit facility 7.5 –
Loan 10.0 –
Borrowings 17.5 –
In October 2021, in order to fund the acquisition of Maple Syrup Media Limited (t/a Quidco), a new £50m loan facility was agreed and the
Group’s existing revolving credit facility (‘RCF’) was extended to October 2024. As part of the new facility arrangements, Silicon Valley Bank
(‘SVB’) was added as a lender alongside our existing lenders Barclays Bank PLC (‘Barclays’) and Bank of Ireland (‘BOI’). The RCF continues to
provide £90m in committed funds with £47m now provided by Barclays, £38m by BOI and £5m by SVB. The loan is repayable over 3 years and
is funded £28m by Barclays, £7m by BOI and £15m by SVB.
Following the cessation of LIBOR, interest is now payable on the facilities at a rate of SONIA plus an applicable margin rate based on the
adjusted leverage of the Group. As at 31 December 2021, the Group had £50.0m (2020: £nil) drawn down on the new loan facility and £7.5m
(2020: £nil) drawn down on the RCF. The remaining balance of the upfront arrangement fees, totalling £0.4m, is held within prepayments.
20. Deferred tax liabilities
Deferred tax assets and liabilities are attributable to the following:
31 December
2021
£m
31 December
2020
£m
Intangible assets and goodwill relating to acquisitions 12.2 1.0
Goodwill related to MoneySavingExpert.com 13.3 10.3
Share schemes (0.2) (0.2)
Accelerated capital allowances 0.4 0.3
Losses (0.4) –
Deferred tax liability 25.3 11.4
The following table illustrates the movement in the deferred tax liabilities during the year:
2021
£m
2020
£m
At 1 January 11.4 10.8
Temporary differences on:
Intangible assets and goodwill relating to acquisitions 11.2 (0.1)
Goodwill related to MoneySavingExpert.com 3.0 0.9
Share schemes – (0.1)
Accelerated capital allowances 0.1 (0.1)
Losses (0.4) –
At 31 December 25.3 11.4
Deferred tax liabilities arose from the creation of the intangible assets and goodwill upon the acquisition of Moneysupermarket.com Financial
Group Limited, MoneySavingExpert.com Limited, CYTI (Holdings) Limited, Ice Travel Group Limited and Maple Syrup Media Limited.
Deferred tax assets arise on share option schemes based on the expected tax deduction on vesting. Deferred tax assets have also been
recognised for unused tax losses to the extent that it is probable that future taxable profits will be available against which they can be used.
Deferred tax assets and liabilities have been calculated at the applicable tax rate enacted at the balance sheet date of 25%.
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Managing interest rate benchmark reform and associated risks
A fundamental reform of major interest rate benchmarks is being undertaken globally, including the replacement of some interbank
offered rates (IBORs) with alternative nearly risk-free rates (referred to as ‘IBOR reform’). The Group has exposures to IBORs on its financial
instruments that will be replaced or reformed as part of these market-wide initiatives. The Group’s main IBOR exposure at 31 December
2020 was indexed to sterling LIBOR. The alternative reference rate for sterling LIBOR is the Sterling Overnight Index Average (SONIA) rate.
The Group’s exposure to LIBOR indexed financial instruments related to the Group’s rolling credit facility. During the year, the terms of the
facility were renegotiated and the interest rate was instead benchmarked against SONIA. Due to this, the Group’s exposure to interest rate
benchmark reform and associated risks is now minimal.
23. Group management of capital
The Group’s objectives when managing capital are:
• to safeguard the entity’s ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for
other stakeholders; and
• to provide an adequate return to shareholders by pricing products and services commensurately with the level of risk.
The Group sets the amount of capital in proportion to risk. The Group manages the capital structure and makes adjustments to it in the light
of changes in economic conditions and the risk characteristics of the underlying assets. In assessing the level of capital all components of
equity are taken into account, i.e. share capital, retained earnings and reserves (where applicable). The table below summarises the carrying
value of each component.
Carrying value
As at
31 December
2021
£m
As at
31 December
2020
£m
Share capital 0.1 0.1
Retained earnings and reserves 203.2 208.4
Non-controlling interest 4.3 –
Total 207.6 208.5
In line with internal capital management requirements, the Group manages its cash balances by, where possible, depositing them with a
number of financial institutions to reduce credit risk. The table below summarises the credit rating of each financial institution that held cash
at 31 December 2021.
Credit rating 2021 2020
Barclays Bank Plc A A
Lloyds Bank Plc A A+
HSBC Bank Plc AA- AA-
Natwest Bank Plc A –
Silicon Valley Bank BBB+ –
One way in which the Group manages capital is utilising the revolving credit facility, as set out in note 19.
Management of capital focuses around the Group’s ability to generate cash from its operations. In order to maintain or adjust the capital
structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets
to raise funds. The Group believes it is meeting its objectives for managing capital as funds are available for reinvestment where necessary as
well as being in a position to make returns to shareholders where this is felt appropriate.
There were no changes to the Group’s approach to capital management during the year.
24. Share-based payments
Share Incentive Plan scheme (‘SIP’)
Upon listing, the Company granted £3,000 of ordinary shares at the price of £1.70 per ordinary share to each eligible employee free of charge.
If an employee left within one year of listing, all these ordinary shares were forfeit; between one and two years of listing, 50% were forfeit;
between two and three years of listing, 20% were forfeit; and after three years of listing, none were forfeit. 948,184 shares were issued under
the Share Incentive Plan scheme in 2007. On 31 July 2010 eligible employees became entitled to receive their allocation of free shares. There
are 31 active participants (2020: 35) in the HMRC approved SIP scheme, who can subscribe for up to £150 of shares each month. During the
year, 8,477 shares were subscribed for by SIP participants (2020: 7,264). 2,430 (2020: 1,769) shares have been withdrawn from the trust by
employees during the period. A further 21,771 free shares (2020: 21,771) and 80,282 partnership shares (2020: 74,235) are held in trust along
with 241,275 (2020: 241,275) unallocated shares, bringing the total number of shares that remain in trust to 343,328 (2020: 337,281).
Long-Term Incentive Plan scheme (‘LTIP’)
Each year conditional awards are made over ordinary shares under the Moneysupermarket.com Group PLC Long Term Incentive Plan (‘LTIP’)
schemes to senior employees. Under each scheme, the awards vest at the end of a three year period dependent on certain performance
criteria being met outlined below:
• achievement of a specified average growth rate in adjusted earnings per share at the end of the vesting period;
• the total shareholder return (‘TSR’) of the Company relative to a comparator group of defined companies; and/or
• group revenue performance
Notes to the Consolidated Financial Statements continued
22. Financial instruments continued
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Group. The Group
has adopted a policy of only dealing with creditworthy counterparties as a means of mitigating risk of financial loss from default. The Group’s
exposure is continuously monitored by the credit control team and finance management.
Of the top 75% of the Group’s providers by revenue, approximately 26% (2020: 24%) of these are UK quoted companies with the remainder
being a mixture of larger UK independent companies and overseas owned or quoted companies. At the balance sheet date, the five largest
trade receivables, by provider, accounted for 20% (2020: 25%) of the total trade receivables balance of £61.5m (2020: £45.1m) and the largest
individual balance was £4.8m (2020: £2.9m).
The Group does not consider it has any material contracts with providers in any one channel.
Liquidity risk
Liquidity risk refers to the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities. The
Group manages liquidity risk by maintaining adequate reserves and banking facilities by continuously monitoring forecast and actual cash
flows. Details of additional undrawn facilities that the Group has at its disposal to further reduce liquidity risks are set out below:
31 December
2021
£m
31 December
2020
£m
Unsecured borrowings facilities
– amount drawn 57.5 –
– amount undrawn 82.5 90.0
For details of the Group’s unsecured borrowings facilities see note 19.
The covenants in place in relation to the facilities are outlined below:
Adjusted leverage is calculated by dividing adjusted EBITDA over net debt, which consists of cash less borrowings, lease liabilities and deferred
consideration. Interest cover is calculated by dividing adjusted EBITDA over net finance charges. The Group continues to have significant
headroom over the covenants.
Exposure to liquidity risk
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted.
31 December 2021
Carrying
amount
£m
Total
£m
Contractual cash flows
< 2 months
£m
2 – 12 months
£m
1 – 2 years
£m
2 – 5 years
£m
> 5 years
£m
Non derivative financial liabilities
Deferred consideration 14.6 (14.6) (0.9) (3.9) (9.8) – –
Trade payables 35.9 (35.9) (35.9) – – – –
Borrowings 57.5 (57.5) ( 7.5) (10.0) (10.0) (30.0) –
Lease liabilities
–Undiscountedcashflows 37.8 (37.8) (0.7) (3.5) (3.8) (11.1) (18.7)
– Discounting (6.1) 6.1 0.2 0.9 0.9 2.3 1.8
At 31 December 2021 139.7 (139.7) (44.8) (16.5) (22.7) (38.8) (16.9)
Contractual cash flows
31 December 2020
Carrying
amount
£m
Total
£m
< 2 months
£m
2 – 12 months
£m
1 – 2 years
£m
2 – 5 years
£m
> 5 years
£m
Non derivative financial liabilities
Deferred consideration 0.8 (0.8) – (0.8) – – –
Trade payables 42.1 (42.1) (42.1) – – – –
Lease liabilities
–Undiscountedcashflows 39.8 (39.8) (0.5) (2.6) (3.8) (10.9) (22.0)
– Discounting (7.0) 7.0 0.1 0.9 1.0 2.5 2.5
At 31 December 2020 75.7 (75.7) (42.5) (2.5) (2.8) (8.4) (19.5)
The lease liability cash flows are spread evenly between 2-5 years.
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The share option charge in the Consolidated Statement of Comprehensive Income can be attributed to the following types of share option and
share award:
31 December
2021
£m
31 December
2020
£m
Long Term Incentive Plan scheme (LTIP) and Restricted Share Award (RSA) 0.9 0.3
Sharesave scheme 0.5 0.4
1.4 0.7
25. Leases
Leases as lessee
The Group has significant leases of property for offices. The Dean Street London office lease was signed on 22 July 2016 for a period of 15
years, with a lease start date of 1 June 2017. There was an 18 month rent free period included in the agreement. The Manchester office lease
was signed on 7 May 2019 for a period of 15 years, with a lease start date of 7 May 2019. There was a 36 month rent free period included in
theagreement. There is a break clause available at 7 May 2029 and the lease liabilities have been recognised up to this date.
During the year the Group has exercised a release clause to terminate its Decision Technologies lease in April 2022. The Group has also
acquired new leases with the acquisitions of CYTI (Holdings) Limited, Ice Travel Group Limited and Maple Syrup Media Limited (t/a Quidco).
i. Right-of-use assets
Right-of-use assets related to leased properties that do not meet the definition of investment property are presented as property, plant
andequipment.
Land and
Buildings
£m
Balance at 1 January 2020 29.7
Depreciation charge for the year (2.6)
Balance at 31 December 2020 27.1
Balance at 1 January 2021 27.1
Depreciation charge for the year (2.9)
Acquisitions through business combinations 1.7
Reduction in right-of-use assets (0.5)
Balance at 31 December 2021 25.4
ii. Amounts recognised in profit or loss
2021
£m
2020
£m
Depreciation charge for the year 2.9 2.6
Interest on lease liabilities 1.1 1.2
4.0 3.8
iii. Amounts recognised in statement of cash flows
2021
£m
2020
£m
Interest paid 0.9 1.0
Repayment of lease liabilities 2.3 1.8
3.2 2.8
During 2019, the Group entered into an agreement to sub-lease a proportion of its London office. The sub-lease is for a period of 4.5 years
and as such does not reflect a transfer of substantially all of the risk and reward of the underlying asset, which in this case is the 15 year
head-lease or right-of-use asset. Consequently, the Group has classified the sub-lease as an operating lease under IFRS 16. The rental
incomeis £0.6m for the year (2020: £0.5m).
Notes to the Consolidated Financial Statements continued
24. Share-based payments continued
Conditional awards are made over ordinary shares under the Moneysupermarket.com Group PLC Restricted Share Award Plan (‘RSA’)
schemes to senior employees over either one or two years. Under the two year schemes, 50% of the award vests at the end of a one year
period and 50% of the award vests at the end of a two year period. Vesting on all schemes is subject to the participant being employed on the
relevant vesting date, and not, on or prior to that vesting date, having been issued with or having given notice to terminate employment with
theGroup.
The table below summarises the current LTIP and RSA schemes and the performance criteria elements:
2021
LTIP
2021
RSA
2020
LTIP
2019
LTIP
2018
LTIP
2018
RSA
Number of ordinary shares 1,880,072 401,243 1,644,847 1,514,690 1,722,223 346,628
Performance criteria:
– Adjusted earnings per share (%) 50 – 50 80 80 –
– Total shareholder return (%) 20 – 20 20 20 –
– Revenue performance (%) 30 – 30 – – –
Weighted average share price at the date of exercise (£) n.a n.a n.a n.a 2.88 2.88
During 2019, a one-off grant over 164,600 forfeitable shares was made to a Director to take account of compensation relinquished from
the previous employer. The shares are held in trust and their release is subject to malus and clawback provisions, with release of shares in
tranches from June 2019 to March 2021, subject to the Director being employed on the relevant release date.
Sharesave scheme
During 2021, the Group granted further options under the existing HMRC approved sharesave scheme available to all employees, on the same
basis as the grants in previous years. The exercise price for the options was fixed at the prices below:
Exercise price
Sharesave 2021 203.0p
Sharesave 2020 244.0p
Sharesave 2019 294.0p
Sharesave 2018 231.0p
Movements in the year
The following table illustrates the number and weighted average exercise price (‘WAEP’) of, and movements in, share options during the year.
Number WAEP
Outstanding at 1 January 2020 3,854,420 £0.00
LTIP awards made during the year 1,644,847 £0.00
LTIP awards vested and exercised during the year (337,117) £0.00
LTIP & Restricted Share awards forfeited during the year (2,236,020) £0.00
Outstanding at 31 December 2020 2,926,130 £0.00
LTIP awards made during the year 2,281,315 £0.00
LTIP awards vested and exercised during the year (209,589) £0.00
LTIP & Restricted Share awards forfeited during the year (1,412,843) £0.00
Outstanding at 31 December 2021 3,585,013 £0.00
The following table lists the inputs to the Black-Scholes models and Monte Carlo simulations used for the schemes for the year ended
31December 2021:
2021
Sharesave
2020
Sharesave
2019
Sharesave
2021
LTIP
2021
RSA
2020
LTIP I
2020
LTIP II
2019
LTIP
Fair value at grant date (£) 1.31 1.61 1.60 2.66 2.71 2.86 3.04 3.71
Share price (£) 2.54 3.04 3.43 2.66 2.71 2.86 3.04 3.71
Exercise price (£) 2.03 2.44 2.94 0.0 0.0 0.0 0.0 0.0
Expected volatility (%) 91.8 92.2 77.1 93.0 102.9 85.4 89.3 74.5
Expected life of option/award (years) 3.0 3.0 3.0 3.0 2.0 3.0 3.0 3.0
Weighted average remaining contractual
life (years) 2.8 1.8 0.8 2.3 1.1 1.3 1.7 0.2
Expected dividend yield (%) 4.6 3.9 3.3 0.0 0.0 0.0 0.0 0.0
Risk-free interest rate (%) 0.4 0.0 0.4 0.2 0.0 0.2 0.0 0.8
Expected volatility has been estimated by considering historic average share price volatility for the Company or similar companies.
Staffattrition has been assessed based on historic retention rates.
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Aggregate
capital
reserves
£m
Profit/
(loss) for
the year
£m Registered office address
Class of
shares
held
Ownership
31 December
2021
Ownership
31 December
2020
Moneysupermarket.com
Financial Group Holdings Limited
267.0 130.0 MoneySuperMarket House, St David’s Park,
Ewloe, Chester, UK, CH5 3UZ
Ordinary 100% 100%
Moneysupermarket.com
Financial Group Limited
18.9 79.9 MoneySuperMarket House, St David’s Park,
Ewloe, Chester, UK, CH5 3UZ
Ordinary 100% 100%
Moneysupermarket.com Limited 32.6 33.6 MoneySuperMarket House, St David’s Park,
Ewloe, Chester, UK, CH5 3UZ
Ordinary 100% 100%
MoneySavingExpert.com Limited 35.8 25.8 One Dean Street, London, UK, W1D 3RB Ordinary 100% 100%
Mortgage 2000 Limited 0.8 - MoneySuperMarket House, St David’s Park,
Ewloe, Chester, UK, CH5 3UZ
Ordinary 100% 100%
Decision Technologies Limited 14.9 7.5 First Floor, High Holborn House,
52-54 High Holborn, London, WC1V 6RL
Ordinary 100% 100%
Sellmymobile.com Limited 2.0 0.5 First Floor, High Holborn House,
52-54 High Holborn, London, WC1V 6RL
Ordinary 100% 100%
Townside Limited 0.6 0.3 First Floor, High Holborn House,
52-54 High Holborn, London, WC1V 6RL
Ordinary 100% 100%
Maple Syrup Media Limited 3.6 1.4 76-80 Great Eastern Street, London, EC2A 3JL Ordinary 100% –
CYTI (Holdings) Limited 1.9 - 1Dean Street, London, W1D 3RB Ordinary 100% 28%
CYTI Limited 0.8 (0.0) 1Dean Street, London, W1D 3RB Ordinary 100% 28%
Ice Travel Group Limited (1.6) (1.6) Park Row House, 19-20 Park Row, Leeds,
West Yorkshire, United Kingdom, LS1 5JF
Ordinary 67% –
Travelsupermarket Limited 0.0 0.0 Park Row House, 19-20 Park Row, Leeds,
West Yorkshire, United Kingdom, LS1 5JF
Ordinary 67% –
Icelolly Marketing Limited 0.5 (0.2) Park Row House, 19-20 Park Row, Leeds,
West Yorkshire, United Kingdom, LS1 5JF
Ordinary 67% –
Podium Solutions Limited (2.3) (0.9) Fourth Floor Market Square House,
St James Street, Nottingham, Nottinghamshire,
NG16FG
Ordinary 50% 50%
The Company is the ultimate parent entity of the Group. Intercompany transactions with wholly-owned subsidiaries have been excluded
from this note, as per the exemption offered in IAS 24 – Related Party Disclosures. The list above represents all companies within the Group.
All companies within the Group are registered at the addresses shown above. The Company’s registered office is disclosed on page 110.
Allshareholdings with all subsidiaries are ordinary shares.
Moneysupermarket.com Group PLC has committed to continue to provide support to all of its subsidiaries for any short term day to day cash
management, if required.
Transactions with key management personnel
In addition to their salaries, the Group also provides non-cash benefits to Directors and Executive Officers. Directors and Executive Officers
also participate in the Group’s Long-Term Incentive Plan.
Peter Duffy, Robin Freestone, Scilla Grimble, James Bilefield and Sally James in total received dividends from the Group totaling £30,389
(2020:Robin Freestone, Scilla Grimble, James Bilefield and Sally James in total received £19,491).
There were no amounts or any future commitments outstanding to the Company as at 31 December 2021 (2020: none).
Key management personnel compensation
Key management, defined as the executive management team, received the following compensation during the year:
31 December
2021
£m
31 December
2020
£m
Short-term employee benefits 3.3 2.6
Share-based payments 0.6 0.4
Post-employment benefits 0.2 0.3
4.1 3.3
In addition to the above, the executive management team received a bonus of £1.0m (2020: £nil) in relation to the reporting period.
Notes to the Consolidated Financial Statements continued
26. Pensions and other post-employment benefit plans
The Group operates a defined contribution pension scheme calculated on base salary. The assets of the scheme are held separately from
those of the Group in an independently administered fund. The contributions payable to the scheme in respect of the current year were
£1.9m (2020: £2.0m). In the year ended 31 December 2021 £1.8m (2020: £1.8m) of contributions were charged to the Consolidated Statement
of Comprehensive Income and £0.1m (2020: £0.2m) were included in amounts capitalised (see note 7). As at 31 December 2021 £nil (2020:
£nil) of contributions were outstanding on the balance sheet.
27. Commitments and contingencies
At 31 December 2021, the Group was committed to incur capital expenditure of £0.9m (2020: £0.5m).
Comparable with most companies of our size, the Group is a defendant in a small number of disputes incidental to its operations and from
time to time is under regulatory scrutiny. As a leading website operator, the Group occasionally experiences operational issues as a result
of technological oversights that in some instances can lead to customer detriment, dispute and potentially cash outflows. The Group has a
professional indemnity insurance policy in order to mitigate liabilities arising out of events such as this.
There is a cross-guarantee held between Moneysupermarket.com PLC, MoneySavingExpert.com Limited, Moneysupermarket.com Limited,
Moneysupermarket.com Financial Group Limited and Moneysupermarket.com Financial Group Holdings Limited in relation to balances owed
under the RCF and the term loan. The maximum amount owed during the year was £89.6m (2020: £50.0m) and the amount owed as at
31December 2021 was £57.5m (2020: £nil).
The contingencies outlined above are not expected to have a material adverse effect on the Group.
28. Related party transactions
The Group has the following investments in all of its subsidiaries and joint ventures (which are all included in the Consolidated Financial
Statements):
Country of
incorporation
Ownership
interest % Principal activity
Moneysupermarket.com Financial Group Holdings Limited UK 100 Holding company
Moneysuperarket.com Financial Group Limited UK 100 Holding company
Moneysupermarket.com Limited UK 100 Internet price comparison through lead generation
MoneySavingExpert.com Limited UK 100 Personal finance website
Mortgage 2000 Limited UK 100 Financial intermediary services
Decision Technologies Limited UK 100 Internet price comparison through lead generation
Sellmymobile.com Limited UK 100 Internet price comparison through lead generation
Townside Limited UK 100 Internet price comparison through lead generation
Maple Syrup Media Limited UK 100 Cashback services through lead generation
CYTI (Holdings) Limited UK 100 Holding company
CYTI Limited UK 100 Internet price comparison through lead generation
Ice Travel Group Limited UK 67 Holding company
Travelsupermarket Limited UK 67 Internet price comparison through lead generation
Icelolly Marketing Limited UK 67 Internet price comparison through lead generation
Podium Solutions Limited UK 50 Technology platform provider
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The fair value of total consideration (including amounts paid by the non-controlling interest) for the acquisition of ITG was £20.9m. No cash
was transferred. The consideration was settled by the issuance of share capital by ITG which was credited as fully paid.
Total consideration therefore comprised the following:
£m
Share capital of Travelsupermarket Limited (paid by the Group) 14.0
Share capital of Icelolly Marketing Limited (paid by the non-controlling interest) 6.9
Total consideration 20.9
Travelsupermarket Limited continues to be controlled by the Group and therefore, in accordance with IFRS 10 – Consolidated Financial
Statements, its assets and liabilities continue to be consolidated at their carrying values. This includes the goodwill balance relating to
TravelSupermarket that was on the Group’s Consolidated Statement of Financial Position prior to this transaction.
The Group incurred deal fees and associated costs of £2.7m as part of the hive out of Travelsupermarket Limited and combination with
ITG. These costs primarily relating to legal fees, due diligence and restructuring costs and these costs have been included in administrative
expenses. £1.8m of these costs have been recognised in ITG.
The fair value of the total identifiable net assets of Icelolly Marketing Limited was £2.8m:
£m
Tangible assets 0.3
Intangible assets 3.2
Trade and other receivables 0.4
Cash 0.0
Trade payables (0.4)
Non-trade payables and accrued expenses (0.1)
Lease liabilities (0.2)
Deferred tax (0.4)
Fair value of total identifiable net assets acquired with Icelolly Marketing Limited 2.8
Intangible assets include £1.4m of technology expenditure that had not been capitalised in Icelolly Marketing Limited prior to acquisition and
the Icelolly brand which was valued at £1.8m (an explanation of how these fair values were determined is included at the end of this note).
Goodwill arising from the acquisition was recognised as follows:
£m
Total consideration 20.9
Element of total consideration relating to Travelsupermarket Limited (14.0)
Element of total consideration relating to Icelolly Marketing Limited 6.9
Fair value of identifiable net assets acquired with Icelolly Marketing Limited (2.8)
Goodwill arising on acquisition of Icelolly Marketing Limited 4.1
The goodwill is primarily attributable to the skills and technical talent of Icelolly Marketing Limited’s workforce and the synergies expected to
be achieved from integrating the company into the Group.
For the four months ended 31 December 2021, Ice Travel Group contributed revenue of £2.2m and a loss after tax of £1.8m to the Group’s
results. ITG’s loss after tax includes £1.8m of deal fees and associated costs and £0.2m of amortisation of intangibles relating to the acquisition
of ITG which have been treated as adjusting items. It should be noted that the negative adjusted EBITDA contribution of (£0.9m) for the Travel
operating segment includes TravelSupermarket from 1 January to 31 August and ITG (which includes TravelSupermarket) from 1 September to
31 December.
Maple Syrup Media Limited (Quidco)
On 1 November 2021, the Group acquired 100% of the share capital and voting rights of Maple Syrup Media Limited (trading as Quidco) for
£101m on a debt-free, cash-free basis. After adjusting for debt-like items, cash and working capital, total consideration payable was £104.6m.
The fair value of the total consideration was £104.6m which comprised the following:
£m
Cash consideration 90.1
Deferred consideration (payable February 2022) 0.9
Deferred consideration (payable August 2022) 3.8
Deferred consideration (payable November 2023) 9.8
Total consideration 104.6
Notes to the Consolidated Financial Statements continued
28. Related party transactions continued
Other related party transactions
During the year, the Group purchased £0.4m (2020: £0.1m) worth of services from Podium Solutions Limited in relation to the development of
digital solutions for the mortgages channel journey on the Group’s website. No balances were outstanding as at 31 December 2021 in relation
to the above purchases (2020: £nil).
In September 2021, Ice Travel Group Limited and its subsidiaries Travelsupermarket Limited and Icelolly Marketing Limited became related
parties. At that point, Moneysupermarket.com Financial Group Limited provided a loan note of £4.0m to Ice Travel Group Limited with an
annual interest charge of 10%. As at 31 December 2021, the balance outstanding was £4.1m.
29. Acquisition of subsidiaries
CYTI (Holdings) Limited
On 28 January 2021, the Group acquired the remaining 72% of the share capital and voting rights of CYTI (Holdings) Limited (“CYTI”). The fair
value of total consideration was £6.5m which comprised the following:
£m
Cash paid for remaining 72% of share capital 1.0
Contingent consideration for remaining 72% of share capital 0.1
Fair value of initial 28% investment 1.9
Fair value of call option on exercise date 3.5
Total consideration 6.5
Contingent consideration is subject to confirmation that there is not a contingent liability due in respect of pre-acquisition trading and is
expected to be settled within one year of the balance sheet date.
On acquisition of the remaining share capital, the original 28% investment was remeasured to its fair value of £1.9m. This resulted in a charge
to the income statement (below operating profit) of £0.7m. Prior to the acquisition, the Group held a call option to acquire the remaining
share capital which had a fair value on the date of acquisition of £3.5m. No acquisition costs were incurred in the year.
The fair value of the total identifiable net assets acquired was £2.9m:
£m
Tangible assets 0.7
Intangible assets 3.4
Trade and other receivables 0.5
Cash 0.2
Trade payables (0.1)
Non-trade payables and accrued expenses (0.4)
Lease liabilities (0.6)
Deferred tax (0.8)
Fair value of total identifiable net assets acquired with CYTI 2.9
Intangible assets relate to technology expenditure that had not been capitalised in CYTI prior to acquisition (an explanation of how these fair
values were determined is included at the end of this note). Since the publication of the Group’s interim accounts for the half year ended 30
June 2021, a deferred tax liability of £0.8m has been recognised in relation to the acquired intangible assets.
Goodwill arising from the acquisition was recognised as follows:
£m
Consideration 6.5
Fair value of assets and liabilities acquired (2.9)
Goodwill arising on acquisition of CYTI 3.6
The goodwill is primarily attributable to the experience and processes in place within CYTI for providing white label website services, which can
be leveraged into new channels, as well as the synergies expected to be achieved from integrating the company into the Group.
For the eleven months ended 31 December 2021, CYTI contributed revenue of £0.4m and a loss after tax of £2.0m to the Group’s results. CYTI
generated additional revenue of £1.9m from other companies within the Group which has been eliminated on consolidation and is therefore
not included in its loss after tax.
Ice Travel Group Limited
On 1 July 2021, the TravelSupermarket business was transferred out of Moneysupermarket.com Limited into a newly incorporated, wholly
owned subsidiary, Travelsupermarket Limited. On 1 September 2021, the entire share capital of Travelsupermarket Limited was transferred to
Ice Travel Group Limited (“ITG”), a newly incorporated non-trading holding company, in exchange for 67% of the share capital and voting rights
of ITG. At this point ITG had also acquired 100% of the share capital of Icelolly Marketing Limited.
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Goodwill
None of the goodwill recognised in respect of any of these acquisitions is expected to be deductible for tax purposes. If new information
obtained within one year of the date of acquisition about facts and circumstances that existed at the date of acquisition identifies adjustments
to the above amounts, or any additional provisions that existed at the date of acquisition, then the accounting for the acquisition (including the
intangible assets) will berevised.
Fair values of intangible assets
The same approach was taken to determining the fair value of acquired intangible assets for each of the subsidiaries acquired during the year.
The fair value of market-related assets has been determined by an independent valuation using the following methods:
Assets acquired Valuation technique
Technology A rebuild cost valuation method was used to determine the value of the technology asset. This was developed
in consultation with Senior Technology professionals and using a cost assumption for developers inclusive of a
profit margin as would be the case in an external build contracted to develop an equivalent platform. A degree
of obsolescence has also been assumed within the costs to reflect the advancements in technology since it has
been built.
Domain names and brands Relief-from-royalty method cross checked using a multi-period excess earnings method: The relief-from-royalty
method considers the discounted estimated royalty payments that are expected to be avoided as a result of the
domain names being owned. The multi-period excess earnings method considers the present value of net cash
flows expected to be generated by the domain names, by excluding any cash flows related to contributory assets.
This was determined by an independent valuation to identify the fair value of the domain names (marketing
related intangible assets) on the acquisition date
Member relationships The multi-period excess earnings method was used to determine the present value of net cash flows expected to
be generated by the member relationships, by applying an expected churn rate based on the length of time that
the relationships have been held. This was determined by an independent valuation to identify the fair value of
the member relationships (marketing related intangible assets) on the acquisition date.
30. Non-controlling interest
The only non-controlling interest within the Group relates to the 33% non-controlling interest in Ice Travel Group Limited and its two wholly
owned subsidiaries Travelsupermarket Limited and Icelolly Marketing Limited.
The following table summarises ITG’s financial performance and position at the year end before any intra-group eliminations.
Ice Travel
Group
Limited
Travel-
supermarket
Limited
Icelolly
Marketing
Limited Total
Non-controlling interest 33% 33% 33% 33%
£m £m £m £m
Non-current assets
*
– 7.4 7.4 14.8
Current assets 1.8 1.2 0.8 3.8
Non-current liabilities (3.0) – (0.4) (3.4)
Current liabilities (0.1) (1.0) (1.4) (2.5)
Net (liabilities)/assets (1.3) 7.6 6.4 12.7
Net (liabilities)/assets attributable to non-controlling interest (0.4) 2.6 2.1 4.3
Revenue – 1.8 0.4 2.2
Loss (1.6) 0.0 (0.2) (1.8)
Other comprehensive income – – – –
Total comprehensive income (1.6) 0.0 (0.2) (1.8)
Loss attributable to the non-controlling interest (0.5) 0.0 (0.1) (0.6)
Other comprehensive income attributable to non-controlling interest – – – –
Total comprehensive income attributable to non-controlling interest (0.5) 0.0 (0.1) (0.6)
Cash flows from operating activities (2.8) 0.5 0.4 (1.9)
Cash flows from investing activities – – – –
Cash flows from financing activities 4.0 – – 4.0
Net increase in cash and cash equivalents 1.2 0.5 0.4 2.1
* Non-currentassetsforTravelsupermarketLimitedinclude£7.4mofgoodwillthatwasrecognisedontheGroup’sbalancesheetpriortotheacquisitionofITG.
ITG’s loss and total comprehensive income for the year of £2.2m included £1.8m of deal fees and associated costs and £0.2m of amortisation
of intangibles relating to the acquisition of ITG by the Group. £0.6m of the deal fees and associated costs and £0.1m of the amortisation of
intangibles are included in the loss and total comprehensive income attributable to the non-controlling interest.
Notes to the Consolidated Financial Statements continued
29. Acquisition of subsidiaries continued
The £0.9m payable in February 2022 is a price adjustment in respect of the final completion accounts for Quidco compared to the estimated
balance sheet at the time of the acquisition. The remaining £13.6m deferred consideration (comprising £3.8m and £9.8m payable in August
2022 and November 2023 respectively) will be paid subject to certain liabilities not arising or being identified. We do not currently have any
indicators of such liabilities and therefore reflect the deferred consideration at full value.
The Group incurred acquisition-related costs of £0.9m on legal fees and due diligence costs. These costs have been included in
administrativeexpenses.
The fair value of the total identifiable net assets acquired was £35.8m:
£m
Tangible assets 1.1
Intangible assets 44.3
Trade and other receivables 19.7
Cash 32.5
Trade payables (43.3)
Non-trade payables and accrued expenses ( 7.1)
Lease liabilities (1.0)
Deferred tax (10.4)
Fair value of total identifiable net assets acquired with Quidco 35.8
Goodwill arising from the acquisition was recognised as follows:
£m
Consideration 104.6
Fair value of assets and liabilities acquired (35.8)
Goodwill arising on acquisition of Quidco 68.8
Intangible assets include technology expenditure that had not been capitalised in Quidco prior to acquisition (£10.6m), member relationships
(£21.2m) and the Quidco brand (£12.5m).
An explanation of the valuation methodologies is included at the end of this note. In arriving at these valuations, we considered the key inputs
and judgements, supported by independent and expert advice, and performed sensitivity analysis to consider their impact on the asset
valuations.
The tables below show the valuation inputs which are considered to be key judgements and where a reasonably expected movement in that
input could create a significant impact relative to the total asset valuation. In the context of the valuation methodology, the technology asset is
not considered to contain key judgements whereas those made for member relationships and brand valuations are disclosed below.
The actual judgement applied, along with the sensitivity modelled are shown along with the impact on the total valuation. The impacts shown
are based on the individual and separate inputs and are not the combined effect.
Member relationships
Asset Valuation (£m) Key input
Judgement
applied Sensitivity Imapct (£m)
Member relationships 21.2 Attrition per annum (reducing balance) 15% +/-5ppts (3.3)/4.8
Brand royalty rate 7.5% +/-2.5ppts (1.5)/1.5
The judgement around revenues attributed to loyal members is not considered sensitive to the overall valuation.
Please note, as the member relationships are valued using a MEEM approach (see valuation technique detail below), the valuation is impacted
by other asset valuations. The input on the brand royalty rate is considered a key judgement and is therefore included within this valuation
and sensitivity.
Brand
Asset Valuation (£m) Key input
Judgement
applied Sensitivity Imapct (£m)
Brand 12.5 Royalty rate 7.5% +/-2.5ppts 4.2/(4.2)
The goodwill is attributable mainly to the experience and knowledge of the workforce and processes in place within Quidco, alongside the
synergies expected to be achieved from integrating the Company into the Group’s existing platforms to build a competitive cashback offering.
For the two months ended 31 December 2021, Quidco contributed revenue of £10.6m and profit after tax of £1.4m to the Group’s results.
Deal fees and associated costs relating to the acquisition of Quidco were incurred by its parent company, Moneysupermarket.com Financial
Group Limited.
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Company Balance Sheet
at 31 December 2021
Note
31 December
2021
£m
31 December
2020
£m
Fixed assets
Investments 4 181.7 181.7
Total fixed assets 181.7 181.7
Current assets
Debtors (including amounts falling due in more than one year £0.3m, 2020: £0.3m) 5 224.3 155.0
Cash at bank and in hand 0.0 0.3
Total current assets 224.3 155.3
Creditors: amounts falling due within one year 6 (25.8) (5.7)
Net current assets 198.5 149.6
Creditors: amounts falling due after one year 7 (40.0) –
Net assets 340.2 331.3
Capital and reserves
Share capital 10 0.1 0.1
Share premium 205.4 205.0
Reserve for own shares (2.6) (2.8)
Other reserves 16.9 16.9
Profit and loss account 120.4 112.1
Shareholders’ funds 340.2 331.3
No profit and loss account is presented for the Company as permitted by section 408 of the Companies Act 2006. The profit after tax for the
Company was £71.4m (2020: £72.6m) which included dividends received of £75.0m (2020: £75.0m).
The Financial Statements were approved by the Board of Directors and authorised for issue on 16 February 2021. They were signed on its
behalf by:
Peter Duffy
Chief Executive Officer
Scilla Grimble
Chief Financial Officer
Registered number: 6160943
Statement of Changes in Equity
for the year ended 31 December 2021
Share
capital
£m
Share
premium
£m
Reserve for
own shares
£m
Other
reserves
£m
Profit and
loss account
£m
Total
£m
At 1 January 2020 0.1 204.7 (2.9) 16.9 103.1 321.9
Profit for the year – – – – 72.6 72.6
Total comprehensive income – – – – 72.6 72.6
New shares issued 0.0 0.3 – – – 0.3
Purchase of shares by employee trusts – – (0.9) – – (0.9)
Exercise of LTIP awards – – 1.0 – (1.0) –
Equity dividends – – – – (62.8) (62.8)
Share-based payments – – – – 0.2 0.2
At 31 December 2020 0.1 205.0 (2.8) 16.9 112 .1 331.3
Profit for the year – – – – 71.4 71.4
Total comprehensive income – – – – 71.4 71.4
New shares issued 0.0 0.4 – – – 0.4
Purchase of shares by employee trusts – – (0.3) – – (0.3)
Exercise of LTIP awards – – 0.5 – (0.5) –
Equity dividends – – – – (62.8) (62.8)
Share-based payments – – – – 0.2 0.2
At 31 December 2021 0.1 205.4 (2.6) 16.9 120.4 340.2
Reserve for own shares
The reserve for the Company’s own ordinary shares comprises the cost of the Company’s ordinary shares held by the Group through
employee trusts. At 31 December 2021, the Group held 343,328 ordinary shares (2020: 337,281) at a cost of 0.02p per share (2020: 0.02p)
through a Share Incentive Plan trust for the benefit of the Group’s employees.
The Group also held 253,886 shares (2020: 303,473) through an Employee Benefit Trust at an average cost of 239.19p per share (2020:
273.39p) for the benefit of employees participating in the various Long Term Incentive Plan schemes.
Other reserves
The other reserves balance represents the merger reserve of £16.9m generated upon the acquisition of Moneysupermarket.com Financial
Group Limited by the Company, as discussed below, and a capital redemption reserve for £19,000 arising from the acquisition of 95,294,118
deferred shares of 0.02p by the Company from Simon Nixon.
Upon the acquisition of Moneysupermarket.com Financial Group Limited, a merger reserve of £16.9m for 45% of the book value transferred
from a company under common control was recognised.
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1. Accounting policies
Basis of preparation
Moneysupermarket.com Group PLC (the ‘Company’) is a public company limited by shares and incorporated and domiciled in England, UK.
Theregistered office is disclosed on page 110.
These Financial Statements were prepared in accordance with Financial Reporting Standard 102 The Financial Reporting Standard applicable
in the UK and Republic of Ireland (FRS 102). The presentation currency of these Financial Statements is sterling. All amounts in the Financial
Statements have been rounded to the nearest £100,000. These Financial Statements are prepared on the historical cost basis.
In these Financial Statements, the Company is considered to be a qualifying entity for the purposes of this FRS and has applied the exemptions
available under FRS 102 in respect of the following disclosures:
• Cash Flow Statement and related notes; and
• Key Management Personnel compensation.
As the Consolidated Financial Statements include the equivalent disclosures, the Company has also taken the exemptions under FRS 102
available in respect of the following disclosures:
• Certain disclosures required by FRS 102.26 Share Based Payments;
• The disclosures required by FRS 102.11 Basic Financial Instruments and FRS 102.12 Other Financial Instrument Issues in respect of
financial instruments not falling within the fair value accounting rules of Paragraph 36(4) of Schedule 1; and
• The disclosures required by FRS 102.33.1A Related Party Disclosures.
The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these Financial
Statements.
Use of estimates and judgements
The preparation of Financial Statements requires management to make judgements, estimates and assumptions that affect the application of
accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
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 affected.
There are no significant estimates or judgements made in preparation of these Financial Statements.
Investments
Investments are shown at cost less provision for impairment.
Basic financial instruments
Trade and other debtors are recognised initially at transaction price less attributable transaction costs. Trade and other creditors are
recognised initially at transaction price plus attributable transaction costs. Subsequent to initial recognition they are measured at amortised
cost using the effective interest method, less any impairment losses in the case of trade debtors. If the arrangement constitutes a financing
transaction, for example if payment is deferred beyond normal business terms, then it is measured at the present value of future payments
discounted at a market rate of interest for a similar debt instrument.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral
part of the Company’s cash management are included as a component of cash and cash equivalents for the purpose only of the cash
flowstatement.
Bank borrowings
Interest-bearing bank loans and overdrafts are recorded at the proceeds received. Finance charges, including direct issue costs, are accounted
for on an accruals basis in profit or loss using the effective interest method and are added to the carrying amount of the instrument to the
extent that they are not settled in the period in which they arise.
Own shares held by Employee Benefit Trust
Transactions of the Company-sponsored Employee Benefit Trust are treated as being those of the Company and are therefore reflected in
the Company Financial Statements. In particular, the trust’s purchases and sales of shares in the Company are debited and credited directly
toequity.
Notes to the Company Financial Statements
Share-based payment transactions
The Company’s share schemes allow employees to acquire ordinary shares in the Company. The fair value of share awards made is recognised
as an employee expense with a corresponding increase in equity. The fair value is measured at award date and spread over the period during
which the employees become unconditionally entitled to the awards. The fair value of the awards made is measured using an option valuation
model, taking into account the terms and conditions upon which the awards were made. The Company’s share-based payment expenses
relate solely to employees of the Company. Share-based payment expenses in respect of other Group employees are recognised in the
company that employs them.
Dividends
Dividends receivable are recognised when the Company’s right to receive payment is established. Dividends payable to the Company’s
shareholders are recognised as a liability and deducted from shareholders’ equity in the period in which the shareholders’ right to receive
payment is established.
Taxation
Income tax expense comprises current and deferred tax. It is recognised in the profit and loss account 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 year, using tax rates in force for the year, and any adjustment to tax
payable in respect of previous years.
Deferred tax is provided on timing differences which arise from the inclusion of income and expenses in tax assessments in periods different
from those in which they are recognised in the Financial Statements. Deferred tax is not recognised on permanent differences arising because
certain types of income or expense are non-taxable or are disallowable for tax or because certain tax charges or allowances are greater or
smaller than the corresponding income or expense.
Deferred tax is measured at the tax rate that is expected to apply to the reversal of the related difference, using tax rates enacted or
substantively enacted at the balance sheet date. Deferred tax balances are not discounted.
Deferred tax assets are recognised only to the extent that is it probable that they will be recovered against the reversal of deferred tax
liabilities or other future taxable profits.
2. Share-based payments
The analysis and disclosures in relation to share-based payments are given in the Consolidated Financial Statements in note 24.
3. Staff numbers and cost
The average number of persons employed by the Company (including Directors) during the year, analysed by category, was as follows:
Number of
employees
2021
Number of
employees
2020
Administration 2 2
The aggregate payroll costs of these persons were as follows:
2021
£m
2020
£m
Wages and salaries 1.0 1.0
Social security costs 0.1 0.1
Other pension costs 0.1 0.2
Share-based payments 0.2 0.2
1.4 1.5
In addition to the above, bonuses of £0.3m (2020: £nil) were payable in relation to the reporting period. One Director exercised share options
during the period (2020: one) and the total gain on exercise of these options was £61,145 (2020: £267,563). Directors’ remuneration is
disclosed on pages 92 to 106.
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Notes to the Company Financial Statements continued
4. Investments
Shares in
subsidiary
undertakings
£m
Cost and net book value:
At 31 December 2020 and 31 December 2021 181.7
The investment represents the Company’s holding in Moneysupermarket.com Financial Group Holdings Limited, which was obtained via a
share for share exchange during 2012 in which the Company exchanged its existing shareholding in Moneysupermarket.com Financial Group
Limited for the entire share capital of Moneysupermarket.com Financial Group Holdings Limited.
5. Debtors
31 December
2021
£m
31 December
2020
£m
Amount due from subsidiary undertakings 223.3 154.3
Prepayments 0.7 0.4
Deferred tax asset (note 8) 0.3 0.3
224.3 155.0
6. Creditors: amounts falling due within one year
31 December
2021
£m
31 December
2020
£m
Borrowings 17.5 –
Amount owed to subsidiary undertakings 7.0 4.8
Accruals 1.3 0.9
25.8 5.7
7. Creditors: amounts falling due after one year
31 December
2021
£m
31 December
2020
£m
Borrowings 40.0 –
8. Deferred tax
31 December
2021
£m
31 December
2020
£m
Short-term timing differences 0.3 0.3
9. Dividends
pence per
share
31 December
2021
£m
pence per
share
31 December
2020
£m
Declared and paid dividends on ordinary shares:
Prior year final dividend 8.61 46.2 8.61 46.2
Interim dividend 3.10 16.6 3.10 16.6
Total dividend paid in the year 11.71 62.8 11.71 62.8
Proposed for approval (not recognised as a liability at 31 December): Final dividend 8.61 46.2 8.61 46.2
10. Called up share capital
The following rights attached to the shares in issue during the year:
Ordinary shares
The holders of ordinary shares were entitled to returns of capital, receive a dividend and vote.
Issued and fully paid
Number of ordinary shares 2021 2020
At the beginning of the year 536,700,541 536,576,579
Issued on exercise of SAYE options 161,106 123,962
At the end of the year 536,861,647 536,700,541
Nominal value of ordinary shares
2021
£
2020
£
At the beginning of the year 107,340 107,315
Issued on exercise of SAYE options 32 25
At the end of the year 107,372 107,34 0
The Group has a Long Term Incentive Plan under which conditional nil cost awards of ordinary shares in the Company have been made to
certain Directors and employees of the Group, and an HMRC approved Save As You Earn scheme (Sharesave) is eligible to all employees
(seenote 24 of the Consolidated Financial Statements).
11. Operating lease commitments
Future minimum lease payments under non-cancellable operating leases total £29.9m (2020: £32.6m). All lease payments are settled by
subsidiary undertakings.
All rental expenses are recharged to subsidiary undertakings and therefore there is no impact on the profit and loss account of the Company.
During the year, rental expenses of £2.4m (2020: £2.4m) were recharged.
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Annual Report and Accounts 2021
Registered office
Moneysupermarket House
St David’s Park
Ewloe
Chester CH5 3UZ
Telephone: +44 (0)1244 665700
Website: http://corporate.moneysupermarket.com
Registered number
No. 6160943
Company Secretary (Interim)
Alice Rivers
Financial advisers/stockbrokers
Credit Suisse Securities (Europe) Limited
One Cabot Square
London E14 4QJ
Barclays Bank PLC
5 North Colonnade
London E14 4BB
Auditor
KPMG LLP
15 Canada Square
London E14 5GL
Solicitors
Herbert Smith Freehills LLP
Exchange House
Primrose Street
London EC2A 2EG
Principal bankers
Barclays Bank PLC
3 Hardman Street
Manchester M3 3AX
Bank of Ireland
Floor 3A, Baggot Plaza
27-33 Upper Baggot Street
Ballsbridge
Dublin 4
Silicon Valley Bank
Alphabeta
14-18 Finsbury Square
London
EC2A 1BR
Financial PR
The Maitland Consultancy Limited
3 Pancras Square
London N1C 4AG
Registrar
Equiniti Group
Aspect House
Spencer Road
Lancing
West Sussex BN99 6DA
Enquiring about your shareholding
If you want to ask, or need any information, about your shareholding,
please contact our registrar, Equiniti Group, by:
Telephone: 0371 384 2564 (UK) (Calls are charged at the standard
geographic rate and will vary by provider. Lines are open 8.30am –
5.30pm Monday – Friday)
+44 (0) 371 384 2564 (overseas)
E-mail: customer@equiniti.com
Alternatively, if you have internet access, you can access the Group’s
shareholder portal at www.shareview.co.uk where you can view and
manage all aspects of your shareholding securely.
Investor relations website and share price information
The investor relations section of our website, http://corporate.
moneysupermarket.com, provides further information for anyone
interested in the Group. In addition to the Annual Report and share
price, Company announcements including the half-year and full-year
results announcements and associated presentations are also published
there.
Dividend mandates
If you wish to have dividends paid directly into a bank or building society
account, you should contact our registrar (see contact details above)
or visit the Group’s shareholder portal at www.sharview.com where
you can set up or amend a dividend mandate. This method of payment
removes the risk of delay or loss of dividend cheques in the post and
ensures that your account is credited on the due date.
Dividend reinvestment plan (‘DRIP’)
You can choose to reinvest dividends received to purchase further
shares in the Company through a DRIP. A DRIP application form is
available from our registrar (see contact details above).
Share dealing service
You can buy or sell the Company’s shares in a simple and convenient
way via the Equiniti share dealing service either online (www.sharview.
co.uk) or by telephone (0371 384 2564). Calls are charged at the
standard geographic rate and will vary by provider. Lines are open
8.00am – 4.30pm Monday – Friday.
Please note that the Directors of the Company are not seeking to
encourage shareholders to either buy or sell shares in the Company.
Shareholders in any doubt about what action to take are recommended
to seek financial advice from an independent financial adviser
authorised by the Financial Services and Markets Act 2000.
Electronic communications
You can elect to receive shareholder communications electronically by
contacting our registrar (see contact details above). This will save on
printing and distribution costs, creating environmental benefits. When
you register, you will be sent a notification to say when shareholder
communications are available on our website and you will be provided
with a link to that information.
Cautionary note regarding forward-looking statements
This Annual Report includes statements that are forward looking in
nature. Forward-looking statements involve known and unknown
risks, assumptions, uncertainties and other factors which may cause
the actual results, performance or achievements of the Group to
be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements.
Except as required by the Listing Rules, Disclosure Guidance and
Transparency Rules and applicable law, the Company undertakes no
obligation to update, revise or change any forward-looking statements
to reflect events or developments occurring on or after the date of this
Annual Report.
Shareholder Information Financial Calendar
Overview
Declaration date of 2021 final dividend 17 February 2022
Announcement of 2021 full-year results 17 February 2022
Ex-dividend date of 2021 final dividend 31 March 2022
Record date of 2021 final dividend 1 April 2022
Trading update 12 April 2022
Annual General Meeting 5 May 2022
Payment date of 2021 final dividend 12 May 2022
Half-year end 30 June 2022
Announcement of 2022 half-year results *July 2022
Trading update *October 2022
Financial year end 31 December 2022
Announcement of 2022 full-year results *February 2023
* Exactdatestobeconfirmed.
Further copies of this Annual Report are available from the Company’s registered office, or may be accessed on the investor relations section
of the Group’s website at http://corporate.moneysupermarket.com.
Moneysupermarket.com Group PLC
Telephone: 01244 665700
Web: http://corporate.moneysupermarket.com
Registered in England No. 6160943
Registered Office: Moneysupermarket House,
St David’s Park, Ewloe, Chester CH5 3UZ
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2018 Code – means the UK Corporate Governance Code published
by the FRC in July 2018.
Adjusting Items – means items that are considered exceptional or
non-underlying in nature and are either added back or deducted
from performance measures such as EBITDA, EPS and profit before
tax to enable like for like comparison between reporting periods.
B2B – means business to business.
B2C – means business to consumer.
Beyond Carbon Neutral – means offsetting greater than 100% of
the Group’s carbon emissions, also referred to as Beyond Net Zero.
CAGR – means compound annual growth rate.
Capital expenditure or Capex – means expenditure on property,
plant and equipment or intangible assets. These amounts are
recognised on the consolidated statement of financial position.
Carbon emissions (scope 1 and 2) – means emissions of CO
2
and
other greenhouse gases from fuel combustion and energy used in
the Group’s operations.
Carbon Neutral – means offsetting 100% of the Group’s carbon
emissions, also referred to as Net Zero.
Company – means Moneysupermarket.com Group PLC, a company
incorporated in England and Wales with registered number 6160943
whose registered office is at Moneysupermarket House, St David’s
Park, Ewloe, Chester CH5 3UZ.
Corporate Website – means https://corporate.moneysupermarket.com/
CRM – means Customer Relationship Management.
Directors – means the Directors of the Company whose names and
biographies are set out on pages 66 to 67 or the Directors of the
Company’s subsidiaries from time to time as the context may require.
EBITDA – means earnings before interest, tax, depreciation and
amortisation. It equates to operating profit before depreciation
andamortisation.
EPS – means earnings per share.
Executive Team – means senior management responsible for
managing the day-to-day operations of the business.
GDPR – means General Data Protection Regulation.
GHG – means greenhouse gas(es).
Group – means Moneysupermarket.com Group PLC, its subsidiaries,
significant undertakings and affiliated companies under its control or
common control.
IAS – means International Accounting Standard(s).
IBOR - means interbank offered rates.
IFRIC – means International Financial Reporting Standards
Interpretations Committee.
IFRS – means International Financial Reporting Standard(s).
ISA (UK & Ireland) – means International Standard(s) on Auditing in
the UK and Ireland.
KPI – means key performance indicator.
LIBOR – means the London Interbank Offered Rate.
LTIP – means the Company’s Long Term Incentive Plan for Executive
Directors and selected senior managers.
Marketing Margin – means total marketing expenditure recognised
in distribution expenses and cost of sales divided by revenue.
MoneySuperMarket.com – means MoneySuperMarket’s price
comparison site.
MoneySavingExpert.com – means MoneySavingExpert’s
consumer site.
MSE – means MoneySavingExpert.com
MSM – means MoneySuperMarket.com
Net Finance Costs – means finance income less finance costs.
Finance income is composed of bank interest. Finance cost is
composed principally of interest, arrangement and commitment
fees relating to borrowings and interest on lease liabilities.
Net Debt – means cash and cash equivalents less borrowings and
deferred consideration. It does not include lease liabilities.
Operating expenditure or Opex – means distribution expenses
and administrative expenses, both of which are recognised in the
consolidated statement of comprehensive income.
PCW – means price comparison website.
PPC – means pay-per-click.
R&D – means Research and Development.
RCF – means Revolving Credit Facility.
Sharesave Scheme or SAYE Scheme – means the Moneysupermarket
Group employee savings-related share option plan approved by HMRC.
SIP – means the Share Incentive Plan.
SM&CR – means the Financial Conduct Authority’s Senior Managers
and Certification Regime.
SONIA - means the Sterling Overnight Index Average.
TCFD – means Task Force on Climate-Related Financial Disclosures.
TravelSupermarket – means TravelSupermarket’s price
comparisonsite.
TSM – means TravelSupermarket.
TSR – means total shareholder return – the growth in value of a
shareholding over a specified period, assuming that dividends are
reinvested to purchase additional shares.
Working Capital – means current assets minus current liabilities
excluding financing and investment activities.
Glossary
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Moneysupermarket.com Group PLC
Telephone: 01244 665700
Web: http://corporate.moneysupermarket.com
Registered in England No. 6160943
Registered Office: Moneysupermarket House,
St David’s Park, Ewloe, Chester CH5 3UZ
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