Corporate governance

Last reviewed 1 August 2023

The Directors acknowledge the importance of high standards of corporate governance and have chosen to comply with the principles set out in the QCA Corporate Governance Code (the QCA Code), to the extent that the Board considers appropriate for a business of the Company’s size and nature. A summary of how the Company currently complies with the QCA Code is set out below to be updated at least annually in the manner recommended by the QCA Code.

As Chairman, my role is to lead the Board of Directors and to be responsible for ensuring that the Company adheres to and applies the standards of corporate governance.

The Board meets regularly to review, formulate and approve the Group’s strategy, performance and corporate actions. The Company has established an Audit Committee, Nomination Committee and a Remuneration Committee with formally delegated duties and responsibilities and with written terms of reference, which can be found below. Each of these committees meet regularly as set out below. From time to time, separate committees may be set up by the Board to consider specific issues when the need arises, such as the Agent Recruitment Committee already formed.

Chris Bell

Board Committee Terms of Reference

Compliance with the QCA Code

Principle 1 - Establish a strategy and business model which promote long-term value for shareholders

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The Group’s stated strategy is to build a differentiated, technology-enabled property business providing services for agents, housebuilders, advertisers and consumers that offers a ‘best-in-class’ platform across the entire property ecosystem. Our strategy is focussed around four key pillars, consisting of a property portal, property related software solutions, the provision of relevant data and market intelligence and a leading communications, consumer monetisation, and marketing capabilities.

Principle 2 - Seek to understand and meet shareholder needs and expectations

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The Board is committed to an open and ongoing engagement with its shareholders, and it also reviews and discusses the make-up of the Company’s shareholder base at Board meetings. The main methods of communication with shareholders will be the Annual Report and Accounts, the interim and full-year results announcements, the Annual General Meeting and the Company’s website. In addition, the Chief Executive Officer and the Chief Financial Officer meet regularly with institutional investors and analysts to ensure that the Company’s objectives and any business developments are clearly communicated, and they are available to respond to any enquiries following Company announcements, together with other Company advisers. The Non-Executive Directors are also available to discuss any matters that shareholders wish to raise and discuss.

Principle 3 - Take into account wider stakeholder and social responsibilities and their implications for long term success

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The Board is regularly updated on wider stakeholder engagement feedback to stay abreast of stakeholder insights into the issues that matter most to them and to the Company’s business and to enable the Board to understand and consider these issues in decision-making.

Further details are set out on pages 18-20 of the Annual Report and Consolidated Financial Statements for the year ended 31 January 2023, which is published on the Company’s website.

Principle 4 - Embed effective risk management, considering both opportunities and threats, throughout the organisation

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The Board is ultimately responsible for maintaining the Company’s risk framework system of internal control and for reviewing the effectiveness of such system. No system can be perfect, but the Board considers the Company’s systems manage risks appropriately in order that the Company can achieve its business objectives. The Board delegates day-to-day risk management to the executives, however it requires regular feedback on the risk systems adopted, any issues or new risks arising, and actions proposed and taken.

Further details are set out on pages 16-17 of the Annual Report and Consolidated Financial Statements for the year ended 31 January 2023, which is published on the Company’s website.

Principle 5 - Maintain the Board as a well-functioning, balanced team led by the chair

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The Board is comprised of the Independent Non-Executive Chair, three Executive Directors and two additional Independent Non-Executive Directors who meet regularly. The Independent Directors are identified in the table below in this report. All Executive Directors are fulltime employees of the Group. Non-executive Directors are required to commit sufficient time to enable them to perform their duties effectively.

The Board is satisfied that it has a suitable balance between independence on the one hand and knowledge of the Company on the other, to enable it to discharge its duties and responsibilities effectively. All Directors are encouraged to use their independent judgement and to challenge all matters, whether strategic or operational. The Remuneration Committee regularly reviews the performance of each Director.

Principle 6 - Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities

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The Board is satisfied that between the Directors, it has an effective and appropriate balance of skills and experience, including in the areas of finance, innovation, ecommerce, and marketing, as demonstrated by the Directors’ biographies on pages 22-23 of the Annual Report and Consolidated Financial Statements for the year ended 31 January 2023. All Directors receive regular and timely information on the Group’s operational and financial performance. Relevant information is circulated to the Directors in advance of meetings. The business reports monthly on its headline performance against its agreed budget and the Board reviews the monthly update on performance and any significant variances at each meeting.

Principle 7 - Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

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The focus of Board activity is on the review of progress being achieved by the management team against a clearly expressed growth strategy with published KPIs which are well understood by stakeholders.

The Board has established a Remuneration Committee comprised of the Chair and two Non-Executive Directors which will usually meet at least twice in each calendar year. This committee, in the course of its work, reviews the performance of individual Directors and senior managers and the workings of the Board and its committees, in consultation with the Chief Executive Officer. The committee is also the primary forum within which Board development is discussed. The Nomination Committee, comprised of the Chair and the two Non-Executive Directors, is the formal decision-making body in relation to Board appointments, structure composition and resourcing. The Nomination Committee will meet at least once a year.

The effectiveness of the structures and processes described above is assessed by the Chair as part of the annual Board evaluation. The Chair determines the form and structure of the annual evaluation and whether external input is required. No external input was deemed necessary in the year. The assessment of the Board’s performance and the Directors’ performance which make it up is undertaken by the Remuneration Committee, by assessing the performance of Directors and the determination of their pay, and by the Nomination Committee, which considers whether the Company needs more or different board members.

Principle 8 - Promote a corporate culture that is based on ethical values and behaviours

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The Board places significant importance on the promotion of ethical values and good behaviour within the Company and takes ultimate responsibility for ensuring that these are promoted and maintained throughout the organisation and that they guide the Company’s business objectives and strategy.

The central role that sound ethical values and behaviour play within the Company is enshrined in the Employee Handbook, which promotes this culture through all aspects of the business, from initial recruitment and hiring to career advancement. The Employee Handbook also sets out the Company’s requirements and policies on such matters as whistleblowing, communication and general conduct of employees.

An external consultant has been engaged to oversee regular, anonymous employee feedback surveys. Results will be reported to the Board and seek to identify areas where employees believe the Board and management could take actions to improve the work environment and corporate culture, internally and externally.

Principle 9 - Maintain governance structures and processes that are fit for purpose and support good decision-making by the board

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The Chair leads the Board and is responsible for its governance structures, performance, and effectiveness. The Chair is also responsible for ensuring that the links between the Board and the shareholders are strong and efficient. Meanwhile, the Chief Executive Officer, the Chief Commercial Officer and the Chief Financial Officer and senior management are responsible for the day-to-day management of the business and for implementing the strategic goals agreed by the Board.

The Board has established an Audit Committee comprised of the Chair and two Non-Executive Directors which will usually meet at least twice in each calendar year. The Audit Committee has the primary responsibility for ensuring that the financial performance of the Group is properly measured, reported on and monitored. In performing this role, part of its function is to review management’s approach to any key judgmental areas of reporting and the related comments of the external auditor on these.

The matters reserved for the Board have been set out on page 28 and further details on Board committees are on page 29 of the Annual Report and Consolidated Financial Statements for the year ended 31 January 2023.

Principle 10 - Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

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The Company communicates with shareholders through the Annual Report and Accounts, full-year and half-year announcements, the AGM and meetings with existing or potential new shareholders. A range of corporate information (including all Company announcements and presentations) is also available to shareholders, investors, and the public on the Company’s corporate website.

The Directors’ Remuneration Report is set out on pages 32-36 of the Annual Report and Consolidated Financial Statements for the year ended 31 January 2023 and details on the Audit Committee are set out earlier in this statement.