213800QLK9BZILB1DI862021-04-012022-03-31213800QLK9BZILB1DI862020-04-012021-03-31213800QLK9BZILB1DI862022-03-31213800QLK9BZILB1DI862021-03-31213800QLK9BZILB1DI862020-03-31ifrs-full:IssuedCapitalMember213800QLK9BZILB1DI862020-03-31ifrs-full:SharePremiumMember213800QLK9BZILB1DI862020-03-31ifrs-full:RetainedEarningsMember213800QLK9BZILB1DI862020-03-31ifrs-full:TreasurySharesMember213800QLK9BZILB1DI862020-03-31auto:CapitalRerganisationReserveMemberiso4217:GBPiso4217:GBPxbrli:shares213800QLK9BZILB1DI862020-03-31ifrs-full:CapitalRedemptionReserveMember213800QLK9BZILB1DI862020-03-31ifrs-full:OtherReservesMember213800QLK9BZILB1DI862020-03-31213800QLK9BZILB1DI862020-04-012021-03-31ifrs-full:IssuedCapitalMember213800QLK9BZILB1DI862020-04-012021-03-31ifrs-full:SharePremiumMember213800QLK9BZILB1DI862020-04-012021-03-31ifrs-full:RetainedEarningsMember213800QLK9BZILB1DI862020-04-012021-03-31ifrs-full:TreasurySharesMember213800QLK9BZILB1DI862020-04-012021-03-31auto:CapitalRerganisationReserveMember213800QLK9BZILB1DI862020-04-012021-03-31ifrs-full:CapitalRedemptionReserveMember213800QLK9BZILB1DI862020-04-012021-03-31ifrs-full:OtherReservesMember213800QLK9BZILB1DI862021-03-31ifrs-full:IssuedCapitalMember213800QLK9BZILB1DI862021-03-31ifrs-full:SharePremiumMember213800QLK9BZILB1DI862021-03-31ifrs-full:RetainedEarningsMember213800QLK9BZILB1DI862021-03-31ifrs-full:TreasurySharesMember213800QLK9BZILB1DI862021-03-31auto:CapitalRerganisationReserveMember213800QLK9BZILB1DI862021-03-31ifrs-full:CapitalRedemptionReserveMember213800QLK9BZILB1DI862021-03-31ifrs-full:OtherReservesMember213800QLK9BZILB1DI862021-04-012022-03-31ifrs-full:IssuedCapitalMember213800QLK9BZILB1DI862021-04-012022-03-31ifrs-full:SharePremiumMember213800QLK9BZILB1DI862021-04-012022-03-31ifrs-full:RetainedEarningsMember213800QLK9BZILB1DI862021-04-012022-03-31ifrs-full:TreasurySharesMember213800QLK9BZILB1DI862021-04-012022-03-31auto:CapitalRerganisationReserveMember213800QLK9BZILB1DI862021-04-012022-03-31ifrs-full:CapitalRedemptionReserveMember213800QLK9BZILB1DI862021-04-012022-03-31ifrs-full:OtherReservesMember213800QLK9BZILB1DI862022-03-31ifrs-full:IssuedCapitalMember213800QLK9BZILB1DI862022-03-31ifrs-full:SharePremiumMember213800QLK9BZILB1DI862022-03-31ifrs-full:RetainedEarningsMember213800QLK9BZILB1DI862022-03-31ifrs-full:TreasurySharesMember213800QLK9BZILB1DI862022-03-31auto:CapitalRerganisationReserveMember213800QLK9BZILB1DI862022-03-31ifrs-full:CapitalRedemptionReserveMember213800QLK9BZILB1DI862022-03-31ifrs-full:OtherReservesMember213800QLK9BZILB1DI862021-04-01213800QLK9BZILB1DI862020-04-01
Auto Trader Group plc
Annual Report and Financial Statements 2022
Driving change
together.
Responsibly.
Our marketplace sits at the
heart of the vehicle buying and selling process,
with the largest number of car buyers and
sellers, and the largest choice of trusted stock.
Auto Trader Group plc is
the UK and Ireland’s largest
automotive marketplace
Auto Trader exists to Drive change together. Responsibly.
We aim to grow both our car buying and selling audiences,
thereby strengthening our core advertising business. We will
change how the UK shops for cars by providing the best online
car buying experience and enabling all retailers to sell online.
We aim to build stronger partnerships with our customers, use
our voice and influence to drive more environmentally friendly
vehicle choices, and create a diverse and inclusive culture.
STAY CONNECTED
Head online to our corporate website to find out more about
us, download a copy of this report and keep in touch via our
social channels.
plc.autotrader.co.uk Auto Trader Insight @ATInsight
2022
2021
2020 £368.9m
£262.8m
£432.7m
2022
2021
2020 89%
93%
95%
2022
2021
2020 10%
11%
14%
2022
2021
2020 39%
39%
40%
2022
2021
2020 10,094
6,673
11,659
2022
2021
2020 70%
61%
70%
2022
2021
2020 22.19p
13.24p
25.61p
2022
2021
2020 478,000
485,000
430,000
2022
2021
2020 13,345
13,336
13,964
2022
2021
2020 492.5m
561.1m
588.1m
2022
2021
2020 50.8m
58.3m
63.8m
2022
2021
2020 £258.9m
£161.2m
£303.6m
2
STRATEGIC REPORT
2 Strategic highlights
4 Chair’s statement
6 Chief Executive Officer’s statement
8 Market overview
10 How we create value
12 Our purpose-driven strategy
16 The digital car buying journey
18 Non-financial information statement
19 Section 172(1) statement
22 Material decisions made
24 Key performance indicators
30 Operational review
32 Financial review
36 Make a difference
58 How we manage risk
61 Principal risks and uncertainties
70
GOVERNANCE
70 Governance overview
72 Board of Directors
76 Corporate governance statement
82 Report of the Nomination Committee
84 Report of the Audit Committee
90 Report of the Corporate
Responsibility Committee
94 Directors’ remuneration report
108 Directors’ report
112
FINANCIAL STATEMENTS
112 Independent auditor’s report to the
members of Auto Trader Group plc
119 Consolidated income statement
120 Consolidated statement of
comprehensive income
121 Consolidated balance sheet
122 Consolidated statement of
changes in equity
123 Consolidated statement
of cash flows
124 Notes to the consolidated
financial statements
162 Company balance sheet
163 Company statement of
changes in equity
164 Notes to the Company
financial statements
169 Unaudited five-year record
170 Shareholder information
FINANCIAL
OPERATIONAL
Revenue
£m
Operating profit
£m
Operating profit margin
%
Basic EPS
Pence per share
FINANCIAL KPIS P24
Cross platform visits
Monthly average visits spent
across all platforms
Cross platform minutes
Monthly average minutes spent
across all platforms
Live car stock
Average number per month
Number of retailer forecourts
Average number per month
OPERATIONAL KPIS P26
CULTURAL
Employee engagement
% of employees who are proud
to work at Auto Trader
Ethnically diverse representation
as a % of total staff
As at March each year
Women as a % of total staff
As at March each year
Total CO
2
emissions
Tonnes of carbon dioxide equivalent
CULTURAL KPIS P28
1
Auto Trader Group plc Annual Report and Financial Statements 2022
STRATEGIC HIGHLIGHTS
We continue to
execute against
our strategy
We aim to grow our core
marketplace, bring more of the car buying
journey online through digital retailing
and become the industry standard data
platform; whilst maintaining our commitment
to all aspects of ESG via our make
a difference strategy.
OPERATIONAL REVIEW P30
c.40%
of third-party software
providers are now integrated
with Auto Trader Connect
Auto Trader Connect
We launched Auto Trader Connect as part of
our April 2022 pricing event, which has gone
well. This gives customers access to our most
fundamental and powerful taxonomy data,
improving advert quality, pricing decisions
and enabling stock to be updated on
Auto Trader in real-time.
Consumer engagement and
retailer numbers are at record levels
Our financial performance, customer numbers,
consumer engagement and product uptake are
at record levels. Throughout the year we have
also strengthened our competitive position.
+5%
increase in the average number
of retailer forecourts advertising
on our platform during 2022
Individual online car buying
components live in trial
We continue to focus on supporting an
increasingly online car buying journey and have
made good progress in developing both the
component parts which will form our end-to-
end deal builder journey and scaling some of
the key enablers to support digital retailing.
THE DIGITAL CAR BUYING JOURNEY P16
10,000+
consumer vehicles disposed
of through our Instant Offer
product during 2022
OUR STRATEGIC PILLARS
Marketplace Digital retailing
Data as a platform
OUR PURPOSEDRIVEN STRATEGY P12
Make a difference
MAKE A DIFFERENCE P36
OUR PURPOSEDRIVEN STRATEGY P12
2 Auto Trader Group plc Annual Report and Financial Statements 2022
OUR PURPOSEDRIVEN STRATEGY P12
MATERIAL DECISIONS MADE P22
BOARD OF DIRECTORS P72
April 2021
pricing event
We successfully executed our annual
pricing event in April 2021, including
the launch of Retailer Stores, which
provide retailers their own dedicated,
customisable location on Auto Trader.
58m
visits to Retailer Stores pages during 2022
Becoming net zero
before 2040
In June 2021, we signed up to the
Science Based Targets initiative
Business Ambition for 1.5°C. By doing
so we have committed to achieving
net zero before 2040 and will halve
carbon emissions before the end
of 2030.
Welcoming Jasvinder Gakhal
to the Board
Jasvinder was appointed as an Independent
Non-Executive Director to the Board, with effect
from 1 January 2022. Following Jasvinder’s
appointment, the Board comprises five
Independent Non-Executive Directors, three
Executive Directors and a Non-Executive Chair.
OPERATIONAL REVIEW P30
Evolved our advertising
package structure
Early in the year, we evolved our advertising
package structure, giving a consistent cross
platform search experience powered by a
relevancy algorithm. We also launched Market
Extension, a product that allows our retailers
to reach car buyers outside their local area.
Our audience performance
has strengthened
31%
retailer stock on
a package above
Standard in March 2022
64m
cross platform visits a
month, on average, in 2022
Acquisition
of Autorama
In March 2022, we announced that we
have agreed to acquire all the share
capital of Autorama (UK) Limited, subject
to regulatory approvals. Autorama’s
online marketplace and fulfilment
capabilities will transform Auto Trader’s
existing leasing proposition helping
meet the demands of the growing
number of consumers who might
consider leasing their next new vehicle.
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
3
Auto Trader Group plc Annual Report and Financial Statements 2022
CHAIR’S STATEMENT
Context
COVID-19 remained a significant factor over
the last year in terms of the operational
conduct of our business. I am pleased
though to be able to report that its impact
is not obviously reflected in our business
performance, as it was in the previous
financial year.
Towards the end of the financial year we
have shared the shock and horror of the
war in Ukraine. As a business focused on the
UK and Ireland we do not believe we have
any direct exposure to Ukraine and Russia
in terms of customers, supply chain or the
imposition of sanctions. We have not
witnessed any clear negative impact on
vehicle buying and selling in the UK and
Ireland as a result of increased fuel prices,
but this cannot be ruled out in future.
The year of the used car
A notable aspect of the last 12 months
has been the way in which used cars and
the used car industry have become the
centre of attention in the automotive
retailing industry, having been previously
overshadowed by the new car market.
With supply chain problems across the new
car industry and high levels of demand for
personal mobility as we emerged from
successive lockdowns, used car prices
have risen in real terms at rates we have
never seen before.
New car retailers have in very many cases
refocused their businesses on the used car
market. With fewer cars being traded in for
new cars they have had to compete harder
to secure a supply of used cars. A trend
which has impacted the industry for much
of the past 12 months.
In addition, at the corporate level, most
of the new investment flowing into the
industry has been into national digital car
retailing businesses and those focused
on buying vehicles from the public. In
response to this, and as a necessity during
lockdowns, larger car retailers have been
increasingly focused on selling cars online
and to customers anywhere in the UK, not
just to customers able to visit the local
retailer where a car may physically be.
National online selling of used cars
represents a very substantial opportunity for
Auto Trader, without any evidence that these
trends in any way threaten our historical core
business of advertising used cars.
Financial performance and strategic focus
Our revenues and profits for the financial
year 2022 were both at record highs. As we
enter the new financial year, the business
has good momentum with record uptake of
our products by vehicle retailers and, what
appears to be, an end for the moment to the
two-year headwind created by a decline
in the number of used cars transacted in
the market.
Most of our technology development
effort, as well as effort more generally
across the business, is devoted to building
out our full range of services for car buyers
and retailers to enable cars marketed on
Auto Trader to also be sold online. For us,
the difference between marketing online
and selling online consists of being able to
reserve a car, secure approval for finance
for that car, get a guaranteed price at
which to trade-in an existing vehicle and to
enable a retailer to advertise that vehicle
outside their local area and beyond the
location in which the car is situated.
Environmental, Social and Governance
Environmental, Social and Governance
(‘ESG’) matters are rightly taking a more
central role in UK corporate governance.
Auto Trader takes these matters seriously.
We believe we conform fully to the
Corporate Governance Code as well as
recent recommendations on governance
such as the Parker Review.
Prior to 2021 we addressed these topics
in our full Board meeting, supported
by governance from the Nomination
Committee. However, as environmental
concerns in particular have become
increasingly an area of focus, we have
established a Corporate Responsibility
Committee, which is chaired by Jeni Mundy.
The work of this Committee has already
made a significant contribution to
the additional disclosure levels in this
Annual Report, and more importantly
to our practical efforts to reduce the
environmental impact of and increase
the sustainability of our business.
4 Auto Trader Group plc Annual Report and Financial Statements 2022
Make a difference
AN UNWAVERING COMMITMENT TO ALL ASPECTS OF ESG
In June 2021, Auto Trader signed up to the
Science Based Targets initiative Business
Ambition for 1.5ºC, which committed us to
achieving net zero before 2050. Auto Trader
is aiming to reach net zero ahead of this:
our near-term targets, which have been
validated, are to halve carbon emissions
before the end of 2030 and to achieve net
zero across our entire value chain by 2040.
We continue to work on the initiatives to help
us achieve our longer-term targets.
Board changes
We welcomed Jasvinder Gakhal as a
new Board member from 1 January 2022.
Jasvinder is currently Managing Director
of Motor at Direct Line Group. She sits on
our Nomination, Audit, Remuneration and
Corporate Responsibility Committees.
There were no other changes to the Board.
Plans are well in hand to handle the
replacement of three Non-Executive
Directors who will have completed their
third three-year term in 2024, the ninth
anniversary of Auto Trader Group plc’s
admission to the London Stock Exchange’s
official list.
Dividend and capital return strategy
We are recommending to shareholders
a final dividend of 5.5 pence per share,
bringing the total dividend for the year to
8.2 pence per share. Having suspended
our dividend at the height of COVID-19,
we have now fully reinstated our capital
return strategy of investing in the business,
returning around a third of net income as
dividends and returning the remainder
through share buybacks.
In the coming year, it is expected that the
Group will draw on its revolving credit facility
to fund part of the initial consideration
relating to the Autorama acquisition. It is
the long-term intention of the Board that
over time this debt will be repaid.
Annual General Meeting
Our Annual General Meeting (‘AGM’) will
be held at 10.00am on 15 September at
our office in Manchester and we expect
all Directors to be in attendance.
Ed Williams
Chair
26 May 2022
Used cars and
the used car industry
have become the
centre of attention
in the automotive
retailing industry,
having been
previously
overshadowed by
the new car market.
Ed Williams
Chair
OUR JOURNEY TO NET ZERO
We are committed to achieving
net zero before 2040, as well as
reducing our emissions in line
with the Paris Agreement goals.
LEADING THE WAY IN
CARBON LITERACY
Over 50% of our people have
been through Carbon Literacy
training, meaning we have
achieved Gold Carbon Literacy
Organisation status – the first
FTSE company to do so.
In partnership with the Carbon
Literacy Trust we have
developed and launched an
automotive sector Carbon
Literacy Toolkit which is
available free of charge to
the automotive industry.
IMPLEMENTING THE
NIST FRAMEWORK
We are implementing the NIST
framework to support us in
assessing our cyber security.
This has undergone internal
audit during the year.
FOCUSED ON OUR PAY GAP
Our gender pay gap reduced in
2021, but our ethnicity pay gap
increased. Both were influenced
by changes in our upper quartile.
Reducing both of these
positions is something the Board
and the Company as a whole
are very passionate about.
SETTING THE PACE FOR
GREATER DIVERSITY
This year, we have seen small
improvements in our diversity
measures, with the exception
of leaders who are ethnically
diverse which remained flat.
There is still much work to do,
but we remain committed to
making continued progress.
+1%
increase in the percentage
of employees who are women
+3%
increase in the percentage
of employees who are
ethnically diverse
MAKE A DIFFERENCE P36
Environmental,
Social and
Governance matters
are rightly taking
a more central role
in UK corporate
governance. Auto
Trader takes these
matters seriously.
Ed Williams
Chair
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
5
Auto Trader Group plc Annual Report and Financial Statements 2022
CHIEF EXECUTIVE OFFICER’S STATEMENT
Overview
Early in the pandemic we acted decisively
to protect our people, customers, and our
business. As a result of these actions, we
have emerged as a stronger business which is
not only reflected in our very strong financial
results for the year, but also in the greater
relationships we now have with our customers.
The number of people using Auto Trader to
buy their next car is at record levels, and more
retailers are choosing to partner with us,
helping to strengthen our competitive position.
Summary of operating performance
Supported by a strong car market and seeing
a meaningful increase in the amount of time
car buyers have spent online, Auto Trader has
had a strong year. Revenue grew by 65% to
£432.7m (2021: £262.8m). The abnormally
high rate of growth principally reflects the
COVID-related discounts we gave to our
retailer customers throughout the pandemic.
A better comparison is that of two years ago,
against which revenue grew by 17% (2020:
£368.9m), with a greater number of customers
using Auto Trader and choosing to spend
more on our platform. Operating profit grew
88% to £303.6m (2021: £161.2m), again with a
better comparison being 2020 where growth
was also 17% (2020: £258.9m). Operating profit
margin grew to 70% (2021: 61%) and was
consistent with the level achieved in 2020.
Our purpose and strategy
Our purpose is to Drive change together.
Responsibly. Which is at the core of our
business strategy. It is also integral to how
we think about supporting our customers,
our industry, our people, our local
communities and the environment.
We strive to be the best place to find, buy and
sell a car in the UK on a platform that enables
data-driven digital retailing for our customers. We
think about our strategy in terms of four strategic
pillars: our core marketplace, digital retailing, our
data platform, all of which sit alongside our make
a difference strategy. We have made good
progress across all areas throughout the year.
In April 2021, we successfully executed our
annual pricing event including the launch
of Retailer Stores, which offers retailers their
own dedicated, customisable location on
Auto Trader. This allows retailers to bring their
brand to life, driving consumer confidence and
standing out to buyers. As we build our digital
retailing capabilities, we envisage these
pages becoming an area that customers can
use as part of their own e-commerce journey.
At the start of the year, we also evolved our
advertising package structure and changed
the sort order for listings. We have now
created a consistent cross platform
experience with adverts appearing in search
based on a relevancy algorithm. As part of
this change, we have discontinued our Basic
package, introduced a higher level and
re-branded our top three levels to Enhanced,
Super and Ultra. We have increased the
penetration of these higher yielding
packages with 31% of retailer stock on a
package above Standard in March 2022
(March 2021: 26%). Whilst the supply and
demand dynamics during the past six months
have not created the best environment
for upselling, we have nonetheless seen
customers continue to invest further in
our suite of prominence products.
The number of customers paying for our
new car product has been robust despite
the challenges of sourcing stock due to the
shortage of semi-conductors. We ended the
year with over 1,800 retailers (2021: over 2,000)
paying to advertise new cars on our site.
With car buyers continuing to do more online,
our focus is to build an end-to-end deal builder
journey on Auto Trader, which leverages the
three individual components of guaranteed
part-exchange, reservations and finance
applications, all of which have been trialled
individually. Whilst we believe that the physical
showroom will continue to play a role in the car
buying process for a number of years, there
are several components which can be
brought online which will drive sales and
efficiencies for our retailer customers,
provide a better consumer experience,
and provide significant long-term growth
opportunities for our business.
Having last year acquired AutoConvert, a
finance, insurance and compliance platform,
we have recently launched a small trial
enabling the application and approval of a
finance proposal on Auto Trader. This product
is expected to drive greater transparency for
buyers, with an upfront understanding of their
finance options, including a soft-check and full
application journey which will drive efficiencies
on the forecourt. The trial is working with a
couple of lenders and if the buyer is not eligible
for the retailer’s first choice of lender, the
journey presents an alternative lender via a
broker, Carmoney. While enabling each retailer
to use their choice of lender dramatically
increases the complexity of the product and
onboarding, we believe it will ultimately result
in much greater take-up and engagement
from our customers, thereby giving us the best
chance of seamlessly bridging the offline and
online experiences.
We have also continued to evolve our trial for
vehicle reservations during the year, with the
introduction of Auto Trader’s Seller Promise,
which is currently offered by a subset of trial
customers. Seller Promise is designed to
give buyers greater peace of mind when
completing more of the buying journey online
and includes certain features offered by
the retailer, such as warranties, a 14-day
moneyback guarantee and 12-month minimum
MOT and service. In the year we have seen over
400 reservations convert into a successful
transaction, which give us good levels of
confidence as we evolve the proposition to be
incorporated into our full deal builder journey.
As referenced in our half-year results, we have
improved our offering for consumers who
want to conveniently sell their car for cash
through our Instant Offer product, which
uses the same consumer journey as our
Guaranteed Part-Exchange (‘GPX’) product,
and is the final component in our deal builder
journey. These products enable consumers to
get an accurate and guaranteed price for
their existing vehicle whilst shopping on
Auto Trader, eliminating either the need to
haggle over a part-exchange or look for other
disposal routes for their current vehicle. Over
the past 12 months, we have provided c.1.2
million guaranteed valuations and purchased
over 10,000 vehicles on Instant Offer, through
our partner Cox Automotive.
During the year we launched a new product,
Market Extension, that allows customers to
sell vehicles outside their local area. This
digital retailing product enables customers to
sell beyond the physical constraints of their
forecourt. Initial uptake has been strong with
over 6% of retailer stock on this product at year
end, with the product being most relevant
for those customers with either delivery
capability or multiple forecourt locations.
6 Auto Trader Group plc Annual Report and Financial Statements 2022
THE PILLARS OF OUR STRATEGY
Data as a platform
Be the industry standard
data platform
Marketplace
Offer the best online
search experience
Digital retailing
Bring more of the buying
journey online
Our marketplace pillar ambition is to offer the
best search experience for someone looking
for their next car. We offer a wide choice of
vehicles, both new and used, and an effective
way for a buyer to narrow their search based
on their own preferences. This is a core service
that Auto Trader has been providing for much
of its past, but one that we are continually
improving with additional features.
Our digital retailing pillar is aimed at bringing
more of the car buying journey online.
Having trialled a number of individual digital
retailing components, we are looking to
create an end-to-end deal builder journey
on Auto Trader for car buyers. We expect
that with more of the journey completed
online, it will yield efficiencies on the
forecourt for our customers.
Our data as a platform pillar is focused
on further embedding our data into the
industry, giving consumers, retailers,
manufacturers, insurers and lenders
up-to-date insight, pricing and valuations
data, as well as access to our underlying
taxonomy. This will allow all parts of the
automotive ecosystem to make better
and faster decisions.
Make a difference
We are also continuing to evolve our logistics
marketplace to support an increasing volume
of vehicle moves direct to consumers. Over the
year, our platform facilitated c.122,000 (2021:
c.98,000) moves of which c.15% were delivered
directly to the consumer.
In March 2022, we announced that we have
agreed to acquire all of the share capital of
Autorama (UK) Limited, subject to regulatory
approvals. Autorama’s online marketplace
and fulfilment capabilities will transform
Auto Trader’s existing leasing proposition and
help meet the demands of the growing number
of consumers who might consider leasing their
next new vehicle, while providing an efficient
and professional channel to market for
manufacturers and leasing companies. In time,
Autorama will be able to leverage Auto Trader’s
brand to accelerate its recent expansion,
beyond light commercial vehicles, into new
cars. There is a significant structural
opportunity for a new car leasing marketplace
driven by the growth of electric cars, new
manufacturers entering the UK market,
lower take up of company car schemes and
a shift towards new digital distribution
models. Leasing provides consumers with
a cost-effective way to access a new car
with a model that is consistent with any
future move towards usership.
Our people
Our people have continued to show resilience
and determination through what has been
another very unsettled year. As we have been
able to open our offices properly once again,
it’s been brilliant to see how people have
come back together to collaborate and
to re-establish relationships. We are now
operating a hybrid working model which
encourages people to collaborate in our
physical office spaces, but also allows them
the freedom to work from home. I am proud of
what we have all achieved and I am excited
about what the next year will bring.
I would like to thank our people, our customers
and our wider stakeholders for their continued
trust in our business. We have tried to do the
right thing by everyone, such that working with
or for Auto Trader feels like a partnership.
Outlook
The new financial year has started well.
In April this year, we successfully executed
our annual pricing event which included the
launch of our Auto Trader Connect product.
We are anticipating another good year of
ARPR growth, underpinned by our product
lever. We expect growth in the product lever
to be greater than 2021, but less than the
exceptional performance achieved in 2022.
We expect the price lever to be broadly
consistent with last year, and the stock lever
to be flat. We anticipate average retailer
forecourts to be marginally down year-on-
year, as market conditions start to toughen.
Consumer Services is expected to increase
at a rate of low-mid single digits year-on-
year, while Manufacturer and Agency
remains unclear due to well documented
supply chain issues. These two areas only
represent c.10% of total Group revenue.
Despite pressure on costs, we anticipate
Operating profit margins to be consistent
year-on-year at 70%. This outlook does not
include the acquisition of Autorama, which
will be provided upon completion. The
completion date is not yet known as not all
regulatory approvals have been received.
Despite growing economic uncertainty, the
Board is confident of meeting its growth
expectations for the year.
Nathan Coe
Chief Executive Officer
26 May 2022
SEE PAGE 36
OUR PURPOSEDRIVEN STRATEGY P12
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
7
Auto Trader Group plc Annual Report and Financial Statements 2022
Car buying
services
Consumers
Fleet
(lease & rental
companies)
Retailers
Leasing
broker
Auctions
Scrapped
C2C
Motability, corporate & rental
Contract hire deals
Direct to consumer
Ex PCP
Defleet
New cars
New & used car sales
Part exchanges
Tech providers Vehicle logistics
Supported by:
OEM &
captives
Instant
Offer
Car buying services MarketplacesData providers
Instant Offer Connect Moves
Finance &
insurance
Digital auction
marketplace
Finance / leasing
brokers
MARKET OVERVIEW
Driving change in
tomorrows car market
The ecosystem we operate in
The automotive market is complex and often inefficient. There are multiple
participants and unsurprisingly consumers can find the process of buying
or selling a car overwhelming.
Through Auto Trader products, services and partnerships, we aim to
significantly improve the car buying experience, as well as leverage
our existing relationships to improve more of the value chain.
Used car transactionsNew car registrations
New car registrations, whilst
seeing year-on-year growth of
4%, were still 22% below 2020
levels as semi-conductor shortages
impacted the supply of new cars.
New car registrations in Q1 of our
financial year saw significant
growth year-on-year, with very
low levels of registrations in
Spring 2020 because of the first
national lockdown. Decline was
seen in the remainder of the year
as supply constraints impacted
the production of new cars.
1.6m
new car registrations
in the 12 months to March 2022
+4% year on year
Despite these challenges,
alternative fuel vehicles (AFVs’)
still grew in the year with new car
registrations of AFVs increasing
by 60% in the 12 months to March
2022. AFVs accounted for just
under a third of all new car
registrations in 2022, which
increased from a fifth in 2021.
Consumer preferences continue
to shift towards electric vehicles,
as new technology as well as
more choice is supported by
consumers being more conscious
of their environmental footprint,
and the government bringing
forward the ban on the sale of
petrol and diesel cars to 2030.
Used car transactions increased
15% to 7.5m in the 12 months to March
2022. Q1 of our financial year lapped
the first pandemic lockdown
and saw growth of over 100%, with
the remainder of the year being
impacted by supply shortages,
particularly for our larger
customers, as lower new car sales
have meant fewer part-exchanges
and a lower volume of cars being
sent to auction from wholesalers.
7. 5 m
used car transactions
in the 12 months to March 2022
+15% year on year
With several national lockdowns
in our 2021 financial year, there
were a number of transactions
which didn’t occur, which led
to average ownership lengths
increasing. With forecourts
remaining open throughout our
financial year 2022, we have
seen the ownership length
reduce, although it remains
above historic levels. Those
higher levels are due to supply
issues meaning that for a
number of people they have not
been able to change vehicle,
despite high levels of demand
from car buyers.
8 Auto Trader Group plc Annual Report and Financial Statements 2022
Year-on-year price
growth for the month
Year-on-year mix
growth for the month
Average price of a trade
car for the month
FY20
FY21 FY22
-10%
-5%
0%
5%
10%
15%
20%
25%
30%
35%
40%
£0
£5,000
£10,000
£15,000
£20,000
70
% 70%
69%
63%
GPX for current car
Reserve next car
Delivery of next car
Decide on finance deal
Continually adapting our onsite experience to meet the
needs of both our consumers and customers. This is core to remaining
the UKs largest automotive marketplace for new and used cars.
Retail Price Index
£16,155
average price of a used car advertised on
Auto Trader for the 12 months ending March 2022
+22% year on year
The Auto Trader Retail Price Index tracks the average retail
price of a used car, and splits out like-for-like pricing changes
from the impact of changes in the mix of cars being sold. During
the past 12 months we have seen an extraordinary period
of like-for-like pricing growth driven by strong consumer
demand and constrained supply. Production delays of new
cars due to well documented worldwide semi-conductor
shortages have had an impact on new and nearly new supply.
This, combined with very high levels of consumer demand
coming out of COVID lockdowns, has created a unique market
dynamic. Like-for-like prices grew through the year and saw
a +22% year-on-year increase across the year, reaching an
average of £16,155. Despite continued supply challenges,
we anticipate that pricing growth will slow in FY23.
Competitive position
We have maintained our position as the UK’s
largest and most engaged automotive
marketplace for new and used cars, with
over 75% of all minutes spent on automotive
classified sites spent on Auto Trader (2021:
over 75%) and grew to be 8x larger than our
nearest competitor (2021: 7x). We continue
to evolve and improve our consumer
experience ahead of our competitors.
In the year, we have offered improved
transparency around admin fees, built
an electric vehicle hub with charging
information for electric vehicles, and
provided an increasing volume of vehicle
provenance checks, free valuations
and instant insurance quotes. These
improvements are built on our already
market-leading experience, with greater
volumes of choice offered ahead of any
other competitors in the UK.
Consumer buying behaviour
We continue to see consumer buying
behaviour shift towards online retailing.
Consumers are using our marketplace to
buy a car from further away than they were
pre-pandemic. When asked, consumers
explain this is to open up a wider range
of stock than they would have previously
considered. We have also seen consumers
increasingly willing to do more of the car
buying journey online. In a study of 2,000 car
buyers, when consumers were shown how
online car buying can work, 72% found it
appealing, up 11 percentage points vs. 2021.
By building products like Market Extension,
as well as our suite of digital retailing tools
currently in trial, we are evolving our
marketplace to provide consumers with a
wider choice of stock and the ability to do
more of their car buying journey online.
Rising demand for EVs
Demand for electric vehicles has risen
sharply over the past year, with the share
of electric new car advert views on
Auto Trader rising from 6% in March 2021
to 20% in March 2022. This growth has
been driven by a combination of supply
and demand. On the supply side, choice
for electric vehicles continues to grow
across new and used vehicles as
manufacturers release new EV models
into market and the used market matures.
On the demand side, rising fuel prices
and increased advertising around EVs
have stimulated EV interest to record
levels. For consumers, we provide
impartial buying and owning advice as
well as regular electric vehicle content,
including our monthly electric car
giveaway which had over 2 million
entries in the last financial year.
The percentage of consumers that would
like to complete key activities online
1
+122%
yearly increase in
EV ad views in
March 2022
>75%
of all cross platform
minutes spent on
automotive classified
sites are spent on
Auto Trader
1. Source: Auto Trader Car Buyers Tracker 2021.
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
9
Auto Trader Group plc Annual Report and Financial Statements 2022
B
R
I
N
G
I
N
G
M
O
R
E
O
F
T
H
E
C
A
R
B
U
Y
I
N
G
J
O
U
R
N
E
Y
O
N
L
I
N
E
L
A
R
G
E
S
T
V
O
L
U
M
E
O
F
I
N
M
A
R
K
E
T
C
A
R
B
U
Y
E
R
S
B
E
S
T
C
A
R
B
U
Y
I
N
G
E
X
P
E
R
I
E
N
C
E
T
H
E
A
U
T
O
M
O
T
I
V
E
M
A
R
K
E
T
P
L
A
C
E
S
A
L
E
S
C
H
A
N
N
E
L
M
O
S
T
E
F
F
E
C
T
I
V
E
E
X
T
E
N
S
I
V
E
C
H
O
I
C
E
O
F
T
R
U
S
T
E
D
S
T
O
C
K
D
I
G
I
T
A
L
R
E
T
A
I
L
I
N
G
P
L
A
T
F
O
R
M
The industry
standard
data platform
HOW WE CREATE VALUE
Better use of the digital journey
to put consumers in their next car
VALUE INPUTS OUR CORE ACTIVITIES
The resources and relationships
that fuel our core activities
Our values-led culture underpins a fast-moving,
collaborative and community-minded
environment which allows us to quickly respond
to market changes and opportunities.
The highly cash generative nature of the
business allows us to invest in the long-term
growth drivers of the business.
What we do to create value
Our network effect
Our leading digital automotive marketplace benefits from a network
effect model whereby the largest volume of in-market car buyers
generate the most effective response and sales channel for our
customers, who in turn provide consumers with the most extensive choice
of trusted stock. We use the large volume of data we collect to enhance
the car buying experience and create efficiencies for our customers.
Creating a digital retailing platform on top of our strong
classified marketplace
We continue to see consumer behaviour shift towards online retailing.
We are building various components that allow more of the car buying
journey to be completed online. We aim to bring these components into
one end-to-end dealer builder journey which we believe will create a better
consumer experience and realise efficiencies for our retailer customers.
A comprehensive governance framework for acting responsibly
MAKE A DIFFERENCE P36
GOVERNANCE OVERVIEW P70
HOW WE MANAGE RISK P58
PEOPLE AND CULTURE
CASH GENERATION
We operate a technology platform that
serves our core classified marketplace
and new growth opportunities.
SCALABLE TECHNOLOGY PLATFORM
Auto Trader’s volume of vehicle observations
and consumer interactions generate
significant quantities of quality data.
The Group also owns its own proprietary
taxonomy data.
DATA AT SCALE
Auto Trader has operated as a trusted source
for UK car buyers and sellers for over 40 years.
TRUSTED BRAND
10 Auto Trader Group plc Annual Report and Financial Statements 2022
VALUE OUTPUTS
How we share value with our stakeholders
63.8m
monthly average cross
platform visits during 2022
Largest volume of in-market car buyers
The scale of our consumer audience
means we are the most effective sales
platform for anyone who is wanting to
sell a vehicle in the UK.
430,000
live car stock on average
per month during 2022
Extensive choice of trusted stock
Our marketplace provides our buyers
with an unrivalled choice of both new
and used vehicles, which caters for all
consumers’ needs.
16.9m
volume of leads submitted
to retailer customers in 2022
Bringing the car buying journey online
Development of tools to convert car
buyers’ interest into sales whilst on the
Auto Trader platform, stretching our
influence beyond just the advertising
of the vehicle.
13,964
average retailer
forecourts in 2022
95%
of our people feel proud
to work for Auto Trader
10,000+
cars bought through Instant
Offer, operating through
a partnership with Cox
Automotive, during 2022
FOR CUSTOMERS
Offering the largest and most engaged audience
results in the most effective sales channel for
our customers.
FOR THE COMMUNITY
& THE ENVIRONMENT
We support each other and think of others
ahead of ourselves. We respect diversity and
advocate inclusion, and make a difference
to the communities in which we operate.
FOR OUR PEOPLE
Our environment has been created to ensure
everyone gets the opportunity to be at their best
and develop their careers. We offer competitive
packages to all of our employees.
FOR PARTNERS & SUPPLIERS
We work collaboratively on innovations,
increasing revenue from shared opportunities
whilst ensuring we have fair trading and robust
terms and conditions.
£237m
cash returned to
shareholders in 2022
FOR INVESTORS
We continually invest in our platform and
marketplace to create a long-term sustainable
business. A high proportion of our profit is
converted into cash, which, outside of COVID,
has been largely returned to shareholders
through dividends and share buybacks.
2040
committed to achieving
net zero before 2040
and to reduce our
emissions in line with the
Paris Agreement goals
FOR CONSUMERS
Our trusted marketplace gives consumers one
place to view an extensive choice of vehicles for
sale and we provide transparency to allow them
to make informed decisions.
9.2m
car transactions
in the UK in 2022
OUR STRATEGY P12
8x
larger than our nearest competitor
for share of cross platform minutes
SECTION 1721 STATEMENT P19
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
11
Auto Trader Group plc Annual Report and Financial Statements 2022
OUR PURPOSEDRIVEN STRATEGY
...growing our
marketplace
...delivering
better online
buying & selling
experiences
...building
stronger
partnerships
...driving an
inclusive
culture
...making
environmentally
friendly choices
Our purpose defines and enhances everything we do. It’s the bedrock of our strategy.
With a clear focus on our three strategic goals, alongside our commitment to
make a difference, we’re delivering this purpose by...
Driving change together.
Responsibly.
OUR STRATEGIC PILLARS
Data as a platform
Be the industry standard
data platform
Marketplace
Offer the best online
search experience
Digital retailing
Bring more of the buying
journey online
Make a difference
Environmental
Sustainability and our
journey towards net zero
Social
A continued focus on
diversity and inclusion
Governance
An unwavering commitment
to ethics and compliance
MAKE A DIFFERENCE P36
UNDERPINNED BY OUR CULTURE AND VALUES
We focus on ensuring we create a highly collaborative culture where
people feel motivated and supported to live our values every day
12 Auto Trader Group plc Annual Report and Financial Statements 2022
Marketplace
Digital retailing
Data as a platform
Embedding our data and
insight to enable our
customers to make better
and faster decisions.
A key strategic priority is to
further embed our data into
the industry, giving buyers and
retailers up-to-date insight,
allowing them to make better
and faster decisions.
We aim to provide both data
and insight capabilities to support
a multitude of customers across
many segments, solving a variety
of challenges. Our data provides
the accuracy, scale and ease
of integration to suit our
customers’ needs.
We continue to make progress; this
year we have not only increased
the volume of data we have shared
but also the frequency.
31%
of retailer stock on a
package above Standard
in March 2022
6%
penetration of retailer
stock on Market
Extension in March 2022
c.40%
of third-party software
providers integrated with
Auto Trader Connect
Creating the leading platform
which enables more of
the car buying journey
to be completed online.
We continue to evolve both
our products and consumer
experience, to bring more of the
car buying journey online. By
doing so, we aim to make the
current process significantly
more efficient, for both car buyers
and our retailer customers.
Having built the component
parts of guaranteed part-
exchange, reservations and
finance we have the foundations
in place so that we are ready
to scale our full proposition.
We will achieve this by creating an
end-to-end deal building journey
on Auto Trader which includes
these component parts.
Continuing to evolve and
improve our marketplace
to offer the best online
search experience.
The largest and most engaged
consumer audience underpins our
network effect marketplace model.
We aim to maintain our leadership
position across both new and used
vehicles and continue to increase
the breadth and depth of vehicles
available to buy.
Whilst creating value to allow
retailers and manufacturers to
increase sales, we continue to
invest in the technology to enable
the online car buying experience
and in the onsite tools that
consumers need to help them
make the most informed decisions.
13,964
average number of retailer
forecourts advertising on
our platform in 2022
58m
Retailer Store visits
during 2022
400+
reservations resulting
in a transaction in 2022
10,000+
vehicles purchased
on Instant Offer in 2022
c.1.2m
guaranteed valuations
given to consumers in 2022
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
13
Auto Trader Group plc Annual Report and Financial Statements 2022
OUR PURPOSEDRIVEN STRATEGY CONTINUED
2022 PROGRESS
Marketplace
Offer the best
online search
experience
Digital retailing
Bring more of
the car buying
journey online
Data as a
platform
Be the industry
standard data
platform
Consumer engagement and retailer numbers
are at record levels, our competitive position has
strengthened and product uptake by customers
has been strong. Average monthly cross platform
visits increased by 9% to 63.8 million per month
(2021: 58.3 million), and the average number of
retailer forecourts advertising on our platform
increased by 5% to 13,964 (2021: 13,336).
In April 2021, we successfully executed our
annual pricing event including the launch of
Retailer Stores, which offers retailers their
own dedicated, customisable location on
Auto Trader. We have seen over 58 million visits
to these pages in 2022. As we build our digital
retailing journey, we envisage these becoming
an area that customers can use as part of their
own e-commerce journey.
In the year, we launched a new product, Market
Extension, that allows customers to sell vehicles
outside their local area. This product saw good
levels of adoption, exiting the year with over 6%
of retailer stock on the product.
We continue to develop the components
which make up the key steps in the online
car buying journey.
We have improved our offering for consumers
who want to conveniently sell their car for cash
through our Instant Offer product and connected
it with our Guaranteed Part-Exchange (‘GPX’)
product. These products enable consumers to
get an accurate and guaranteed price for their
existing vehicle whilst shopping on Auto Trader.
We have provided c.1.2 million guaranteed
valuations and purchased over 10,000 vehicles
on Instant Offer in 2022.
We have broadened our customer sets with the
sale of our data, which remains a significant
opportunity outside of our core retailer segment.
We continue to get the best for our customers
businesses, providing accurate, well-structured
consumer facing vehicle information and vehicle
valuations and market metrics, which is market-
leading and unique in both the scale of vehicle
pricing behaviour and frequency of updates.
We launched Auto Trader Connect, which was
included in retailer packages in April 2022.
Auto Trader Connect has transformed data
feeds, introducing real-time data for our
retailers, allowing them to create and manage
adverts from their existing stock management
system, powered by our advanced vehicle data
and shared in real-time across their network.
We have evolved our advertising package
structure and changed the sort order for listings.
We have now created a consistent cross platform
experience with adverts appearing in search
based on a relevancy algorithm. As part of this
change, we have discontinued our Basic package,
introduced a higher level and re-branded our top
three levels Enhanced, Super and Ultra. We have
increased the penetration of our higher yielding
packages with 31% of retailer stock on a package
above Standard in March 2022 (March 2021: 26%).
Our new car proposition has been impacted
by supply shortages created by the challenge
sourcing semi-conductors. This has seen the
number of new cars advertised on Auto Trader
decrease to 29,000 (2021: 47,000). However due to
our ‘all you can eat’ charging model we have not
seen this directly impact revenue and the number
of paying retailers ended the year at over 1,800
(2021: over 2,000).
We have also continued to evolve our trial for
vehicle reservations during the year, with the
introduction of Auto Trader’s Seller Promise
offered to a subset of trial customers. Seller
Promise is designed to give buyers greater peace
of mind when completing more of the buying
journey online.
Having last year acquired AutoConvert, a
finance, insurance and compliance platform, we
have recently launched a small trial enabling the
application and approval of a finance proposal
on Auto Trader.
Having the three critical components of GPX,
reservations and finance either live or close to
being live, our focus is now on optimising these
products, adapting them for larger customers
and bringing them together into an end-to-end
journey on Auto Trader that complements the
forecourt experience.
This removes the inefficiencies of daily data feeds,
maximises margin through access to advanced data
and ensures consistency and accuracy, improving
customer experience. We have currently integrated
c.40% of third-party software providers with
Auto Trader Connect.
We have also made substantial progress during
the year in migrating our platform and technology
infrastructure to the cloud. Moving to the cloud
has enabled us to take advantage of improved
performance, enhanced security and a quicker
product release cycle. We expect to have migrated
all of our services to the cloud by the end of the
coming financial year. We saw an increase in the
number of product releases to 46,000 (2021: 41,000).
14 Auto Trader Group plc Annual Report and Financial Statements 2022
FUTURE OPPORTUNITIES HOW WE MEASURE PROGRESS ASSOCIATED RISKS
HOW WE CREATE VALUE P10 KEY PERFORMANCE INDICATORS P24
We want to help car buyers make more
sustainable vehicle choices. This involves
helping buyers navigate their electric vehicle
buying journey, through clear information
and a more transparent experience.
There is continued scope to increase the
penetration of existing products; this
includes our prominence products, greater
levels of stock and Franchise customers
that buy our new car product. We continue
to look at features which improve the
search experience, particularly those that
increase the level of trust and transparency
for car buyers.
We are looking to build an end-to-end
deal builder journey on Auto Trader for
consumers, and a joined-up experience for
retailers. Optimising the component parts
including GPX, reservations and finance will
get the foundations in place so that we are
ready to scale our full proposition.
We want to provide the consumer assurance
around the quality of the car and the
aftercare should anything not be as
expected. Through Seller Promise, they can
buy online with greater levels of confidence.
We have agreed to acquire, subject to
regulatory approvals, Autorama (UK)
Limited, one of the UK’s largest
transactional marketplaces for leasing
new vehicles. The acquisition will transform
Auto Trader’s existing leasing proposition.
We want to continue to broaden our
customer sets when it comes to the sale of
our data. There is significant opportunity
outside of our core retailer customer
segment to sell our data to manufacturers,
lenders and insurers. We also continue to
invest in our products, improving the quality
of our data and the way in which it is
consumed by our customers with increasing
amounts available via APIs.
We look to scale our Auto Trader Connect
product, which will be included in retailer
packages in April 2022 with more third-party
stock management systems. This will
transform our retailers’ data feeds,
removing inefficiencies and improving
advert quality.
Economy, market and
business environment
Climate change
Employees
Reliance on third parties
IT systems and cyber security
Failure to innovate: disruptive
technologies and changing
consumer behaviours
Regulatory risks
Competition
Brand and reputation
External catastrophic and
geo-political events
Economy, market and
business environment
Climate change
Employees
Reliance on third parties
IT systems and cyber security
Failure to innovate: disruptive
technologies and changing
consumer behaviours
Regulatory risks
Competition
Brand and reputation
External catastrophic and
geo-political events
Economy, market and
business environment
Climate change
Employees
Reliance on third parties
IT systems and cyber security
Failure to innovate: disruptive
technologies and changing
consumer behaviours
Regulatory risks
Competition
Brand and reputation
External catastrophic and
geo-political events
Revenue
Average Revenue Per Retailer (‘ARPR’)
Operating profit and margin
Basic EPS
Cash generated from operations
Cross platform visits
Cross platform minutes
Retailer forecourts
Live stock
Employee engagement
Revenue
Average Revenue Per Retailer (‘ARPR’)
Operating profit and margin
Basic EPS
Cash generated from operations
Cross platform visits
Cross platform minutes
Retailer forecourts
Live stock
Employee engagement
Revenue
Average Revenue Per Retailer (‘ARPR’)
Operating profit and margin
Basic EPS
Cash generated from operations
Employee engagement
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
15
Auto Trader Group plc Annual Report and Financial Statements 2022
B
R
I
N
G
I
N
G
M
O
R
E
O
F
T
H
E
C
A
R
B
U
Y
I
N
G
J
O
U
R
N
E
Y
O
N
L
I
N
E
THE DIGITAL CAR BUYING JOURNEY
Creating an end-to-end online
buying journey on Auto Trader
DELIVERY
B2B and B2C delivery
available on our
Auto Trader Moves
platform
PART-EXCHANGE
Get an accurate and
guaranteed price for
an existing vehicle
SEARCH
Leveraging our unrivalled
data set to deliver
best-in-class search
experiences
FINANCE
Point of sale and
applications on
Auto Trader
RESERVE
Secure the vehicle for the
buyer and give improved sales
attribution for retailers
SEARCH DELIVERY
We continue to evolve and improve our
consumer experience, where we offer
the largest choice of stock, with the
highest level of transparency, helping
buyers make the best decisions.
We have evolved our advertising
package structure, which now
gives a consistent cross platform
search experience powered by a
relevancy algorithm.
Market Extension allows retailers
to sell outside their local area and
appear in regional searches.
In the year, we launched an electric
vehicle hub to help car buyers better
navigate their EV buying journey.
Creating a trusted and transparent
search experience
B2B and B2C delivery available
on our AT Moves (formerly Motor
Trade Delivery) platform.
AT Moves allows retailers to
arrange for their stock to be
moved to and from auctions,
other dealerships or delivered
straight to a buyer’s home.
No longer limited to just their
local area, retailers are now
able to reach a greater number
of buyers through Market
Extension, supported by better
delivery networks.
Providing an efficient logistics
marketplace for all vehicle moves
16 Auto Trader Group plc Annual Report and Financial Statements 2022
We strive to be the best
place to find, buy and sell a car in the UK,
on a platform that enables data-driven
digital retailing.
ENABLING DIGITAL RETAILING
With car buyers continuing to do more
online, our focus is to build an end-to-end
deal builder journey on Auto Trader.
Nathan Coe
Chief Executive Ofcer
We have built three individual components of Guaranteed Part-Exchange, reservations
and finance, which are all in trials. We are next looking to bring them together in one
end-to-end deal builder journey.
Reserve – Creating a quick
and easy way to secure a car
that’s right for them
Online reservations are being trialled
with a small number of customers.
We have also introduced Auto Trader’s
Seller Promise with a subset of
these customers.
Reserving a vehicle is a great
indicator of intent from a buyer and
gives Auto Trader clear attribution
of a transaction that has occurred
on the forecourt having originated
on Auto Trader.
The launch of Seller Promise is
designed to give buyers greater
peace of mind when completing
more of the buying journey online
and includes certain features offered
by the retailer, such as warranties,
14-day moneyback guarantee and
12-month minimum MOT and service.
Part-exchange – Ensuring an
accurate guaranteed price
for a buyer’s existing vehicle
We offer consumers the ability to get
a guaranteed price for their existing
vehicle underwritten by our partner
Cox Automotive.
GPX enables a consumer to visit a
retailer’s advert and get a guaranteed
price for their part-exchange.
Instant Offer gives consumers a
convenient way to sell their car
privately, with the added benefit
of having their car collected from
their own home or place of work.
Finance – Allowing consumers
to check eligibility and apply for
finance online
We have recently launched a small trial
enabling the application and approval
of a finance proposal on Auto Trader.
This is expected to increase transparency
for buyers and bring efficiencies to the
forecourt experience.
Auto Trader’s retailer finance product
allows our customers to use their
captive lender in the application
journey, helping them to sell more
of their own ancillary products.
Using AutoConvert’s software which
consolidates lenders and processes
into one technology platform, retailers
have the potential to save costs and
gain insights which enable them to
improve finance conversions and sales.
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
17
Auto Trader Group plc Annual Report and Financial Statements 2022
NONFINANCIAL INFORMATION STATEMENT
We aim to comply with all areas of the UKs Non-Financial
Reporting Directive. The table below sets out where stakeholders can find
further information for each area within this Annual Report.
NONFINANCIAL
RISK
POLICIES, PROCEDURES
AND EMPLOYEE GUILDS
SECTION WITHIN THIS
ANNUAL REPORT
CULTURAL
KPIS
ENVIRONMENTAL
Sustainability Network Environmental sustainability:
pages 42 to 48
Total Scope 1, 2 & 3
CO
2
emissions
OUR PEOPLE
Code of Conduct
Stakeholder engagement
Board Engagement Guild
Whistleblowing Policy
BAME Network
Women’s Network
Diversity and inclusion:
pages 51 to 53
Section 172(1) Statement:
pages 19 to 21
People who are proud
to work at Auto Trader
Gender diversity
Ethnic diversity
Women in leadership roles
Ethnic diversity in
leadership roles
SOCIAL AND
COM MUNIT Y
Ethical Procurement Policy
Customer Charter
Volunteering days
Diversity and Inclusion Guild
Make a Difference Guild
Wellbeing Guild
Diversity and inclusion:
pages 51 to 53
Environmental sustainability:
pages 42 to 48
Gender diversity
Ethnic diversity
Women in leadership roles
Ethnic diversity in
leadership roles
People who are proud
to work at Auto Trader
HUMAN RIGHTS
Modern Slavery Policy
Privacy Policy
Governance and compliance:
pages 54 to 57
ANTIBRIBERY AND
ANTICORRUPTION
Anti-bribery, Gifts and
Hospitality Policy
Governance and compliance:
pages 54 to 57
BUSINESS MODEL
How we create value:
pages 10 and 11
PRINCIPAL RISKS
Principal risks and
uncertainties:
pages 61 to 67
NONFINANCIAL
KEY P ERFORMANCE
INDICATORS
Operational and cultural KPIs:
pages 26 to 29
18 Auto Trader Group plc Annual Report and Financial Statements 2022
SECTION 1721 STATEMENT
The Directors of the Company have acted in the way that they
consider, in good faith, would be most likely to promote the success of the
Company for the benefit of its members as a whole, having due regard in doing
so for the matters set out in section 172 (1) (a) to (f) of the Companies Act 2006.
Section 172 matters
Our purpose is to Drive change together.
Responsibly.
We are driving change in an industry
that needs to evolve to adapt to
changing consumer needs, and the
impact of electric vehicles.
Our business model results in
bringing together a diverse set of
stakeholders – consumers, customers
(including retailers, manufacturers
and other customers), suppliers and
partners – underpinned by our
collaborative, people-led culture.
We are committed to act
responsibly through our focus
on diversity and inclusion,
environmental sustainability and
maintaining high levels of ethical
conduct, trust and transparency.
In order to achieve our purpose, we need
to understand who our stakeholders are
and what is important to them; we need
to understand the long-term impact of our
business on the industry and the environment;
and we need to maintain our high standards
of business conduct. All of these matters are
taken into consideration by the Board in its
discussions and decision making. In order
to formalise this process, a stakeholder
framework has been established which is
applied to all Board papers and discussions,
to enable the Board to consider the balance
of interests of affected stakeholders. The
Board acknowledges that not every decision
it makes will necessarily result in a positive
outcome for all of our stakeholders. But by
understanding our stakeholders, and by
considering their diverse needs, the Board
factors into boardroom discussions the
potential impact of our decisions on each
stakeholder group, and of the other matters
required by S172(1).
How we create value: page 10
Our purpose-driven strategy: page 12
Material decisions made: page 22
How we create value: page 10
Our stakeholders: page 20
Our people and communities: page 49
How we create value: page 10
Our stakeholders: page 20
Report of the Corporate Responsibility
Committee: page 90
Make a difference strategy: page 36
TCFD disclosures: page 42
Governance: page 70
How we manage risk: page 58
Our governance and compliance:
page 54
How we create value: page 10
Our stakeholders: page 20
CONSIDERING
THE LONGTERM
CONSEQUENCES
OF OUR DECISIONS
CONSIDERING
THE INTERESTS
OF OUR EMPLOYEES
THE NEED TO FOSTER
GOOD RELATIONSHIPS
WITH OUR STAKEHOLDERS
CONSIDERING OUR
IMPACT ON THE
ENVIRONMENT AND
OUR COMMUNITY
MAINTAINING
HIGH STANDARDS
OF CONDUCT
ACTING FAIRLY
BETWEEN STAKEHOLDERS
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
19
Auto Trader Group plc Annual Report and Financial Statements 2022
SECTION 1721 STATEMENT CONTINUED
Not all engagement takes place directly with the Board.
However, the output of this engagement informs our
decisions, with an overview of developments and
relevant feedback being reported to the Board and/or
a Board Committee. By understanding our stakeholders,
and by considering their diverse needs, we factor into
boardroom discussions the potential impact of our
decisions on each stakeholder group.
WHAT ARE THEIR NEEDS?
Comprehensive choice of vehicles.
Ease of buying or selling a vehicle.
Clear and transparent information about
the vehicle, about the seller and about the
payment options.
Offering good levels of consumer support
when there is a problem.
WHAT ARE THEIR NEEDS?
Making the car selling process
more efficient.
Access to data to make informed decisions.
High-quality access to car buyers’ response.
Receiving value for money from Auto Trader.
Sourcing vehicles.
WHAT ARE THEIR NEEDS?
Diversity and inclusion.
Training and career development.
Reward and benefits.
Working conditions, environment
and wellbeing.
HOW WE ENGAGE
We speak to consumers for our Car Buyers
Report, and biannual consumer brand
trackers to gauge views on the car market.
We hold consumer onsite surveys which
provide constant feedback on our experience.
Consumer user testing of new products,
services and brand designs on our website.
Workshops with people who are
neurodiverse and potentially vulnerable
consumers, which feeds into our consumer
facing products (including how we
display finance).
Complaints and customer security teams
operate seven days a week.
We measure consumer brand sentiment
and engagement scores.
Consumer research is provided to the Board.
Surveyed consumers for the completion
of our materiality matrix.
HOW WE ENGAGE
Monthly retailer sentiment surveys,
which evaluate product improvements
and value for money.
Forums with CEOs of big retailers, OEMs,
supermarkets, automotive finance
companies and mid-tier franchises.
Webinars for our smaller customers.
Regular thought leadership, insight-driven
reports, such as the Car Buyers Report,
and the biannual Market Reports.
Hosting industry insight events, dealer
masterclasses, fortnightly webinars
and conferences.
Business partnering by the Operational
Leadership Team (‘OLT’) and other senior
management.
Sales teams, both telesales and field sales.
Attendance by customers at Board meetings.
Enhanced and increased frequency of
communication with retailers.
Surveyed customers for the completion
of our materiality matrix.
HOW WE ENGAGE
Board Engagement Guild engages directly
with the Board.
Biannual virtual conferences, regular
CEO and OLT virtual business updates.
Annual benefits roadshow, salary
workshops and share scheme pulse survey.
Save as you earn share schemes.
D&I Guilds with networks with a focus on
women, age, ethnic diversity, LGBT+,
neurodiversity and disability with OLT
sponsors. Including specific OLT and
Board reverse mentoring by ethnically
diverse employees.
Regular employee check-in surveys.
Health and safety assessments.
Wellbeing forums.
Inclusive Culture Development
Programmes (inclusive leadership
& diverse talent accelerator).
Whistleblowing service.
Surveyed our people for the completion
of our materiality matrix.
WHY ARE THEY IMPORTANT TO US?
Maintaining a large and highly engaged
consumer audience of in-market car buyers,
who have high levels of trust and confidence
in Auto Trader, is critical to the success of our
business model.
WHY ARE THEY IMPORTANT TO US?
Our partnerships with almost 14,000 car
retailers, and with manufacturers, means
that we continue to have the greatest
choice of trusted vehicles for consumers.
The majority of our revenue is generated
from our customers.
WHY ARE THEY IMPORTANT TO US?
Our continued success requires us to
attract, recruit, motivate and retain our
highly skilled workforce, with a particular
focus on specialist technological and data
skills whilst also ensuring that we continue
to build a diverse and inclusive culture.
Our people
MATERIAL ISSUES
2
Data privacy and security
4
Product innovation
5
Customer satisfaction
11
Driving transparency
MATERIAL ISSUES
2
Data privacy and security
4
Product innovation
5
Customer satisfaction
6
Pricing fairness
8
Advocacy
MATERIAL ISSUES
2
Data privacy and security
3
Employee wellbeing,
engagement and safety
7
Investment in talent
10
Diversity and inclusion
16
Ethics and integrity
17
Remuneration
Consumers
Customers
(retailers, manufacturers
and other customers)
Our stakeholders
20 Auto Trader Group plc Annual Report and Financial Statements 2022
WHAT ARE THEIR NEEDS?
Working collaboratively on innovations.
Increasing revenue from shared
opportunities.
Fair trading and terms and conditions.
WHAT ARE THEIR NEEDS?
Energy usage and carbon emissions.
The move to electric vehicles.
Giving back to the community.
Environmental, Social and Governance
(‘ESG’) factors.
WHAT ARE THEIR NEEDS?
A balanced and fair representation of
financial results and future prospects.
High governance standards.
Reasonable remuneration practices.
Share price performance and return.
A continued focus on environmental
and social issues.
HOW WE ENGAGE
Regular engagement with suppliers
and partners, including by a number of our
Operational Leadership Team members.
Supplier/procurement processes engage
at the time of appointment and during
the relationship.
Regular monitoring and reviews of
financial and operating resilience.
Reporting on time taken to pay suppliers.
Application of our Ethical Procurement
Policy which helps us to take a holistic view
based on cultural alignment when
deciding which suppliers and partners
we should work with.
Surveyed partners and suppliers for the
completion of our materiality matrix.
HOW WE ENGAGE
Make a difference strategy.
Corporate Responsibility Committee.
Sustainability Guild within the organisation.
Carbon Literacy training for employees
and customers.
Work with industry bodies and government
departments to help inform alternatively
fuelled vehicles (AFV’) policy.
Auto Trader community fund.
Consumer research and user testing to
understand what information is most
helpful when buying an electric vehicle.
Full scope GHG emission reporting,
Carbon Disclosure Project (‘CDP’)
and TCFD reporting.
Signed up to Science Based Targets
initiative (the 1.5°C Business Ambition).
Volunteering days with local charities, including
launch of a new volunteering platform.
Supporting organisations such as
Manchester Digital and the Automotive 30%
Club, and involvement with local schools
and colleges through STEM ambassadors.
Business in the Community membership.
Surveyed members of our community for
the completion of our materiality matrix.
HOW WE ENGAGE
Open, honest and balanced
communication available to
all shareholders.
Comprehensive investor relations
programme including the formal
presentation of results and subsequent
roadshows, ongoing attendance at
conferences, one-to-one and group
meetings held with institutional investors,
fund managers and analysts. Feedback is
regularly provided to the Board.
Meetings which relate to governance are
attended by the Chair or another
Non-Executive Director.
Private shareholders encouraged to
communicate with the Board through
ir@autotrader.co.uk.
Annual Report, AGM, corporate website
and market announcements.
Share relevant industry-related data
with analysts.
Engagement with proxy advisors and
other agencies.
Active consultation on remuneration
framework and policies.
Surveyed investors for the completion
of our materiality matrix.
WHY ARE THEY IMPORTANT TO US?
We rely on our suppliers and partners to
provide technology infrastructure, supply
of data about vehicles and their financing,
and in the fulfilment of some of our revenue
generating products.
WHY ARE THEY IMPORTANT TO US?
We aim to give back more to the planet than
we take out and protect our business from
the impact of climate change. We also strive
to have a positive impact on the communities
we operate in.
WHY ARE THEY IMPORTANT TO US?
Maintaining a transparent and trusted
dialogue with current and potential future
investors ensures our continued access to
capital, allowing us to invest in the long term
for the business.
MATERIAL ISSUES
4
Product innovation
13
Responsible supply chain
16
Ethics and integrity
MATERIAL ISSUES
1
Climate
9
Making a difference to our local
communities and industries
10
Diversity and inclusion
MATERIAL ISSUES
4
Product innovation
12
Digital infrastructure
14
Responsible tax strategy
and total tax contribution
15
Corporate governance
16
Ethics and integrity
17
Remuneration
Partners
& suppliers
The community
& the environment
Investors
We set out below who our key stakeholders
are, why they are important to us, what their needs are,
and the ways in which we engage with them.
HOW WE CREATE VALUE P10
MATERIALITY ASSESSMENT P38
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
21
Auto Trader Group plc Annual Report and Financial Statements 2022
ACQUISITION OF AUTORAMA
MATERIAL DECISIONS MADE
By understanding our stakeholders’ diverse needs,
we factor into boardroom discussions the potential impact our
decisions could have on them. Below are three material decisions
made during the financial year with explanation of how we
considered the needs of our stakeholders in each.
CONTEXT
The acquisition of Autorama complements our
strategy by adding digital retailing on new cars
and a capability to transact vehicles from order
to delivery through a retailer. Auto Trader is
focused on developing an end-to-end digital
platform for all its customers, enabling car
buyers to do more or all of the transaction
online. The acquisition of Autorama
strengthens those digital retailing ambitions
as it has built a scalable end-to-end digital
platform which enables buyers to transact
online and choose from a wide range of new
vehicles, bought on a lease.
BOARD CONSIDERATIONS
In deciding whether to proceed with the
acquisition, the Board considered, amongst other
matters, the long-term consequences of the
decision, the need to maintain high standards
of conduct and the impact on stakeholders.
The acquisition provides a large structural
opportunity for a new car leasing marketplace
driven by the growth of electric cars, lower take
up of company car schemes and a shift towards
new digital distribution models, which present
the Company with long-term opportunities.
Before proceeding with the acquisition, a full
programme of financial, tax, legal, regulatory,
technology and commercial due diligence was
performed, and the results were presented to
the Board, together with key acquisition
documents and terms.
In terms of the impact on stakeholders, the
Board believes that the acquisition will benefit
consumers, as it will help to meet the demands
of those who are considering leasing their next
new vehicle. It will also improve the wider
transparency and visibility of the different ways
in which consumers can buy a new car. There
were no material or negative impacts identified
in respect of other stakeholder groups.
OUTCOME
The Board approved that the acquisition should
proceed and therefore entered into an agreement
to acquire Autorama (subject to regulatory
approvals), as this was considered to be likely
to promote the success of the Company for the
benefit of shareholders, taking into account the
considerations noted.
RELEVANT STRATEGIC PILLARS
RELEVANT STAKEHOLDERS
Leasing provides
consumers with a
cost-effective way
to access a new car
with a model that
is consistent with
any future move
towards usership.
Nathan Coe
Chief Executive Officer
22 Auto Trader Group plc Annual Report and Financial Statements 2022
RETURN TO THE OFFICE
EVOLVING OUR PACKAGE STAIRCASE AND NEW PRODUCT LAUNCHES
CONTEXT
As COVID restrictions began to be lifted, the
Board considered the approach for employees
to return to the office.
BOARD CONSIDERATIONS
The Board considered the impact on employees
of returning to the office post pandemic. The
main aim was to protect the strong collaborative
nature of our culture, and to ensure that
employees remained connected with their
teams and the wider Auto Trader community,
whilst also recognising the benefits of flexible
working for employees.
Our leadership team consulted widely with
employees through various means, including
surveys and in face-to-face meetings with
business leaders, to gauge how people were
feeling about both working from home and from
our offices. The results were then shared with
the Board. In addition, the Board discussed a
proposed hybrid working approach directly
with the Employee Engagement Guild.
CONTEXT
Over the past few years, our product lever
has been the largest revenue growth driver.
Our product and technology teams are
continually looking forward and we continue
to enhance our offering which gives an improved
car buying experience for our consumers and
supports our retailer customers in successfully
running their businesses.
BOARD CONSIDERATIONS
There have been many product and feature
changes throughout the year, but the largest
have been the evolution of our package staircase
and the launch of Market Extension. In terms of
the package staircase, we changed the way in
which listings are presented using a relevancy
algorithm and added a higher level package.
The Board needed to consider how this change
would impact both consumers and retailers, as a
negative outcome could lead to a fall in audience
and revenue.
Linked with the introduction of hybrid working, the
Board considered a proposal by the leadership
team to invest in technology to enable greater
connectivity and collaboration in our physical
office spaces. This ensures employees are
provided with a more collaborative environment
to support our culture.
OUTCOME
The Board approved the proposal to invest in
the physical ofce environment and to invest
in technology to better enable hybrid working.
This also included an expansion of the Manchester
office floor space by taking on an additional lease.
The Board also approved the proposal to move to
a hybrid approach to working, called Connected
Working. These decisions were considered to
be in the best interest of employees and to the
longer-term success of the business.
Market Extension, where retailers are able
to advertise outside of their local area, had
similar challenges in that it needed to be
very clear that the vehicle was not in the local
area but could be delivered there, which is
a new experience for buyers on Auto Trader.
The monetisation of the product also needed
careful consideration such that we didn’t miss
out on a strong commercial opportunity.
OUTCOME
The Board concluded that the package changes
created an improved consumer experience, as
our listings are now presented in the same order
regardless what device a consumer is using. This
has created a consistent cross platform search
experience on Auto Trader. The penetration rates onto
our previous higher level packages had started to
slow, but with the launch of a higher level through this
evolution, we have seen good levels of initial uptake
and now have 31% of retailer stock on a package above
Standard in March 2022. The Board asked Deloitte
to complete an internal audit, where they looked
at the way in which adverts are presented and
that the correct controls are in place to ensure the
integrity of our relevancy algorithm is upheld.
RELEVANT STRATEGIC PILLARS
RELEVANT STAKEHOLDERS
Market Extension has launched and has seen
good levels of initial uptake. We have created
two versions of the product, to support both
customers who hold their stock centrally and
distribute based on consumer interests and
those who are selling vehicles from a forecourt
but can facilitate the transaction in other parts
of the UK.
Both these two product initiatives have been
significant contributors to the FY22 product lever.
RELEVANT STRATEGIC PILLARS
RELEVANT STAKEHOLDERS
OUR STRATEGIC PILLARS
Marketplace Digital retailing Data as a platform Make a difference
OUR PURPOSEDRIVEN STRATEGY P12 MAKE A DIFFERENCE P36
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
23
Auto Trader Group plc Annual Report and Financial Statements 2022
2022
2021
2020 £368.9m
£262.8m
£432.7m
2022
2021
2020 £1,949
£1,324
£2,210
2022
2021
2020
Margin 70%
Margin 61%
Margin 70%
£258.9m
£161.2m
£303.6m
KEY PERFORMANCE INDICATORS
We measure our performance through
a defined set of financial, operational and cultural KPIs.
FINANCIAL
DEFINITION
The Group generates revenue from three
different streams: Trade, Consumer Services
and Manufacturer and Agency. Trade revenue
is broken down into three categories: Retailer,
Home Trader and Other, with Consumer Services
similarly split into Private and Motoring Services.
PROGRESS
Revenue increased 65% year-on-year, with the
main driver being our retailer line, but supported
by all other revenue lines. The year-on-year
variance was significantly impacted by the
support we provided to our retailer customers
in the prior year due to COVID-19. Compared
to 2020, revenue increased 17%, with more
customers opting to take more of our products
being the main driver.
RELEVANT RISKS
Economy, market and business environment
Climate change
Employees
Reliance on third parties
IT systems and cyber security
Failure to innovate: disruptive technologies
and changing consumer behaviours
Regulatory risks
Competition
Brand and reputation
External catastrophic and geo-political events
RELEVANT STRATEGIC PILLARS
£432.7m
+65%
Linked to current year remuneration?
Yes
Revenue
£m
DEFINITION
Average Revenue Per Retailer (‘ARPR’) is calculated
by taking the average monthly revenue generated
from retailer customers and dividing by the average
monthly number of retailer forecourts who
subscribe to an Auto Trader advertising package.
PROGRESS
ARPR grew £886 in the year. A large proportion
of this growth was driven by the support provided
to retailers in the prior year relating to COVID-19
restrictions. Underlying growth was driven by our
product lever as retailers continued to purchase
prominence through higher level packages.
Market Extension and our Retailer Stores product
also contributed to the product lever. Growth was
further supported by a price increase, as well as
higher levels of stock in the year despite well
documented supply issues.
RELEVANT RISKS
Economy, market and business environment
Climate change
Employees
Reliance on third parties
IT systems and cyber security
Failure to innovate: disruptive technologies
and changing consumer behaviours
Regulatory risks
Competition
Brand and reputation
External catastrophic and geo-political events
RELEVANT STRATEGIC PILLARS
£2,210
+67%
Linked to current year remuneration?
No
Average Revenue Per Retailer (ARPR’)
£ per month
DEFINITION
Operating profit is as reported in the Consolidated
income statement on page 119. This is defined as
revenue less administrative expenses, plus share of
profit from joint ventures. Operating profit margin
is Operating profit as a percentage of revenue.
PROGRESS
Operating profit increased by 88% to £303.6m. The
strong performance in the year was underpinned
by strong top line revenue growth and well
managed costs. The year-on-year variance was
impacted by the support we provided to our
retailer customers in the prior year due to
COVID-19. Operating profit margin improved
to 70%, in line with 2020 levels.
RELEVANT RISKS
Economy, market and business environment
Climate change
Employees
Reliance on third parties
IT systems and cyber security
Failure to innovate: disruptive technologies
and changing consumer behaviours
Regulatory risks
Competition
Brand and reputation
External catastrophic and geo-political events
RELEVANT STRATEGIC PILLARS
£303.6m
+88%
Linked to current year remuneration?
Yes
Operating profit
£m
24 Auto Trader Group plc Annual Report and Financial Statements 2022
2022
2021
2020 22.19p
13.24p
25.61p
2022
2021
2020 £265.5m
£152.9m
£328.1m
DEFINITION
Basic earnings per share is defined as profit for the
year attributable to equity holders of the parent
divided by the weighted average number of shares
in issue during the year.
PROGRESS
Basic EPS increased by 93%, much of which was
driven by net income which increased 92%.
The weighted average number of shares in issue
decreased by 1% as we resumed our share buyback
programme in the year, purchasing and cancelling
22 million shares.
RELEVANT RISKS
Economy, market and business environment
Climate change
Employees
Reliance on third parties
IT systems and cyber security
Failure to innovate: disruptive technologies
and changing consumer behaviours
Regulatory risks
Competition
Brand and reputation
External catastrophic and geo-political events
RELEVANT STRATEGIC PILLARS
25.61p
+93%
Linked to current year remuneration?
No
Basic EPS
Pence per share
DEFINITION
Cash generated from operations is as reported
in the Consolidated statement of cash flows on
page 123. It comprises net cash generated from
operating activities, before income taxes paid.
PROGRESS
Cash generated from operations increased by 115%
to £328.1m in the year primarily due to the increase in
Operating profit but also a positive working capital
movement, driven by VAT. After tax payments
of £56.2m, the majority of cash was returned to
shareholders through our share buyback
programme of £163.5m and dividends of £73.6m.
RELEVANT RISKS
Economy, market and business environment
Climate change
Employees
Reliance on third parties
IT systems and cyber security
Failure to innovate: disruptive technologies
and changing consumer behaviours
Regulatory risks
Competition
Brand and reputation
External catastrophic and geo-political events
RELEVANT STRATEGIC PILLARS
£328.1m
+115%
Linked to current year remuneration?
No
Cash generated from operations
£m
OUR STRATEGIC PILLARS
Marketplace Digital retailing Data as a platform Make a difference
OUR PURPOSEDRIVEN STRATEGY P12 MAKE A DIFFERENCE P36
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
25
Auto Trader Group plc Annual Report and Financial Statements 2022
2022
2021
2020 50.8m
58.3m
63.8m
2022
2021
2020 492.5m
561.1m
588.1m
2022
2021
2020 13,345
13,336
13,964
KEY PERFORMANCE INDICATORS CONTINUED
OPERATIONAL
DEFINITION
Monthly average visits made across all our
platforms, as measured by Google Analytics.
PROGRESS
Cross platform visits increased by 9%
year-on-year. Consumers’ strong demand for
cars and increased reliance on our platform
as the best place to find their next car both
contributed to audience growth. We continue to
use Comscore for a comparison to competitors
and our share of minutes remains over 75%
across all automotive classified sites.
RELEVANT RISKS
Economy, market and business environment
Climate change
Employees
Reliance on third parties
IT systems and cyber security
Failure to innovate: disruptive technologies
and changing consumer behaviours
Regulatory risks
Competition
Brand and reputation
External catastrophic and geo-political events
RELEVANT STRATEGIC PILLARS
63.8m
+9%
Linked to current year remuneration?
No
Cross platform visits
Monthly average visits spent
across all platforms
DEFINITION
Monthly average minutes spent across all our
platforms, as measured by Google Analytics.
PROGRESS
We measure consumer engagement by the time
spent on our site. Cross platform minutes increased
by 5% to 588.1 million as a result of increased visits
and our market-leading consumer experiences
that help individuals find their next car.
RELEVANT RISKS
Economy, market and business environment
Climate change
Employees
Reliance on third parties
IT systems and cyber security
Failure to innovate: disruptive technologies
and changing consumer behaviours
Regulatory risks
Competition
Brand and reputation
External catastrophic and geo-political events
RELEVANT STRATEGIC PILLARS
588.1m
+5%
Linked to current year remuneration?
No
Cross platform minutes
Monthly average minutes spent
across all platforms
DEFINITION
The average number of retailer forecourts
per month that subscribe to an Auto Trader
advertising package during the financial year.
PROGRESS
The number of retailers using our platform
increased by 5%. The increase in the number of
forecourts was due to lower levels of cancellation.
Levels of new customer acquisition were largely
consistent with prior periods.
RELEVANT RISKS
Economy, market and business environment
Climate change
Employees
Reliance on third parties
IT systems and cyber security
Failure to innovate: disruptive technologies
and changing consumer behaviours
Regulatory risks
Competition
Brand and reputation
External catastrophic and geo-political events
RELEVANT STRATEGIC PILLARS
13,964
+5%
Linked to current year remuneration?
No
Number of retailer forecourts
Average number per month
26 Auto Trader Group plc Annual Report and Financial Statements 2022
2022
2021
2020 853
909
960
2022
2021
2020 478,000
485,000
430,000
OUR STRATEGIC PILLARS
Marketplace Digital retailing Data as a platform
OUR PURPOSEDRIVEN STRATEGY P12 MAKE A DIFFERENCE P36
DEFINITION
Full-time equivalent employees are measured on
the basis of the number of hours worked by full-time
employees, with part-time employees included on
a pro-rata basis. Number of FTEs (which includes
contractors) is reported internally each calendar
month, with the full-year number being generated
from an average of those 12 time periods.
PROGRESS
FTEs have increased by 6% year-on-year as we
further invested in our people to support the
growth of our business in development and
supporting services.
RELEVANT RISKS
Economy, market and business environment
Climate change
Employees
Reliance on third parties
IT systems and cyber security
Failure to innovate: disruptive technologies
and changing consumer behaviours
Regulatory risks
Competition
Brand and reputation
External catastrophic and geo-political events
RELEVANT STRATEGIC PILLARS
960
+6%
Linked to current year remuneration?
No
Number of full-time equivalent
employees (‘FTEs’)
Average number (including contractors)
DEFINITION
The average number of physical cars (either new
or used) that are advertised on autotrader.co.uk
per month. Live stock is an important component
of our network effect business model. For used
cars, we charge our retailer customers on a cost
per advertised slot basis for their advertising
package, meaning the stock on our website has
some correlation to our Retailer revenue.
PROGRESS
Live car stock on site decreased by 11% year-on-year.
This was partially driven by a decline of 18,000
new cars to 29,000 on average for the year on
Auto Trader due to well documented supply
shortages. Additional decline was due to a stock
offer in the previous year, where customers could
advertise more than their contracted amounts
without charge, which wasn’t repeated this year.
RELEVANT RISKS
Economy, market and business environment
Climate change
Employees
Reliance on third parties
IT systems and cyber security
Failure to innovate: disruptive technologies
and changing consumer behaviours
Regulatory risks
Competition
Brand and reputation
External catastrophic and geo-political events
RELEVANT STRATEGIC PILLARS
430,000
-11%
Linked to current year remuneration?
No
Live car stock
Average number per month
Make a difference
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
27
Auto Trader Group plc Annual Report and Financial Statements 2022
2022
2021
2020 89%
93%
95%
2022
2021
2020 39%
39%
40%
2022
2021
2020 32%
34%
38%
KEY PERFORMANCE INDICATORS CONTINUED
CULTURAL
DEFINITION
We define employee engagement by measuring
the percentage of people who say they are
proud to work for Auto Trader. Based on a survey
to all employees in April 2022 asking our people
to rate the statement “I am proud to work
for Auto Trader. Answers were given on a
five-point scale from strongly disagree to
strongly agree and were collated through
Culture Amp.
PROGRESS
By taking appropriate measures and keeping
clear lines of communication open with our
people, we have been able to maintain a high
level of engagement at 95%, despite the
challenging circumstances over the past
two years.
RELEVANT RISKS
Economy, market and business environment
Employees
Failure to innovate: disruptive technologies
and changing consumer behaviours
Brand and reputation
External catastrophic and geo-political events
95%
+2% pts
Linked to current year remuneration?
No
Employee engagement
% of employees who are proud
to work at Auto Trader
DEFINITION
We calculate our diversity percentages using
headcount (2022: 1,002, 2021: 953, 2020: 904). The
percentage of employees who are women (both
cis and trans) at the end of March. In calculating
this percentage we take into account all gender
identities, including non-binary.
PROGRESS
We recognise the importance of gender diversity.
Over the past 12 months, the percentage of our
employees who are women increased to 40%. We
remain committed to improving gender diversity
within our organisation.
RELEVANT RISKS
Economy, market and business environment
Employees
Failure to innovate: disruptive technologies
and changing consumer behaviours
Brand and reputation
External catastrophic and geo-political events
40%
+1% pts
Linked to current year remuneration?
Yes
Women as a % of total staff
As at March each year
DEFINITION
We calculate our diversity percentages using
headcount (2022: 1,002, 2021: 953, 2020: 904). The
percentage of those in leadership positions who
are women (both cis and trans) at the end of
March. We define leaders as those who are on
our Operational Leadership Team (‘OLT’), three
divisional leaders and their direct reports. In
calculating this percentage we take into account
all gender identities, including non-binary.
PROGRESS
The percentage of employees who are women in
leadership roles increased in the year to 38%. Of
the 100 people in leadership positions who define
their gender when asked, 38 were women.
We recognise there is a lot still to do in this area.
We launched our Diverse Talent Accelerator
programme to support our people, particularly
women and those from an ethnically diverse
background, develop into leadership roles.
RELEVANT RISKS
Economy, market and business environment
Employees
Failure to innovate: disruptive technologies
and changing consumer behaviours
Brand and reputation
External catastrophic and geo-political events
38%
+4% pts
Linked to current year remuneration?
Yes
Women as a % of leadership
As at March each year
RELEVANT STRATEGIC PILLARS RELEVANT STRATEGIC PILLARS RELEVANT STRATEGIC PILLARS
28 Auto Trader Group plc Annual Report and Financial Statements 2022
2022
2021
2020 10%
11%
14%
2022
2021
2020 4%
6%
6%
2022
2021
2020 10,094
6,673
11,659
OUR STRATEGIC PILLARS
Marketplace Digital retailing Data as a platform
OUR PURPOSEDRIVEN STRATEGY P12 MAKE A DIFFERENCE P36
DEFINITION
The percentage of our headcount that define
themselves as ethnically diverse as at 31 March.
In calculating this percentage we take into
account those who have chosen not to specify
their ethnicity.
PROGRESS
We recognise the importance of diversity. Over the
past 12 months we have increased the percentage
of our employees who define themselves as
ethnically diverse to 14%. Of the 878 people who
disclose their ethnicity when asked, 139 are
ethnically diverse. There were 124 employees (21%)
who have not yet disclosed their ethnicity or
opted not to do so.
RELEVANT RISKS
Economy, market and business environment
Employees
Failure to innovate: disruptive technologies
and changing consumer behaviours
Brand and reputation
External catastrophic and geo-political events
14%
+3% pts
Linked to current year remuneration?
Yes
Ethnically diverse representation
as a % of total staff
As at March each year
DEFINITION
The percentage of those in leadership positions that
define themselves as ethnically diverse at the end
of March. We define leaders as those who are on
our Operational Leadership Team (‘OLT’), three
divisional leaders and their direct reports. In
calculating this percentage we take into account
those who have chosen not to specify their ethnicity.
PROGRESS
The percentage of ethnically diverse employees in
leadership roles remained flat in the year at 6%. Of
the 100 people in leadership positions who define
their ethnicity when asked, six were ethnically
diverse. We recognise there is a lot to do in this area
and we launched our Diverse Talent Accelerator
programme to help people, particularly women
and those from a ethnically diverse background,
develop into leadership roles.
RELEVANT RISKS
Economy, market and business environment
Employees
Failure to innovate: disruptive technologies
and changing consumer behaviours
Brand and reputation
External catastrophic and geo-political events
6%
0% pts
Linked to current year remuneration?
Yes
Ethnically diverse representation
as a % of leadership
As at March each year
DEFINITION
The methodology used to calculate our
emissions is based on the financial consolidation
approach, as defined in the GHG Protocol, a
Corporate Accounting and Reporting Standard
(Revised Edition). Emission factors used are from
the UK Government’s Department for Business,
Energy and Industrial Strategy (‘BEIS’) conversion
factor guidance for the year reported. The total
amount of CO
2
emissions includes Scope 1, 2 and
3 across all relevant categories. See page 45
for our reported Scope 3 emissions.
PROGRESS
Climate change is treated as a Board-level
governance issue. Our newly formed Corporate
Responsibility Committee evidences our
commitment to ensuring as a business we keep
progressing with our climate change agenda.
The total amount of CO
2
emissions increased in
the year to 11,659 tonnes of carbon dioxide
equivalent versus our benchmark of 2020, which
was due to an increase in our cost base and
higher capital expenditure. During the year we
offset these emissions across all scopes using
an accredited scheme and were therefore
carbon neutral.
RELEVANT RISKS
Economy, market and business environment
Employees
Failure to innovate: disruptive technologies
and changing consumer behaviours
Brand and reputation
External catastrophic and geo-political events
11,659tCO
2
e
+75%
Linked to future years’ remuneration?
Yes
Total CO
2
emissions
Tonnes of carbon dioxide equivalent
Make a difference
RELEVANT STRATEGIC PILLARS RELEVANT STRATEGIC PILLARS RELEVANT STRATEGIC PILLARS
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
29
Auto Trader Group plc Annual Report and Financial Statements 2022
OPERATIONAL REVIEW
Overview
The impact of COVID-19 on the performance
of the business has not had the same effect
as the previous financial year. Our decisive
action early in the pandemic to protect our
people, customers and business ensured
that we emerged as a stronger business.
However, the effect of COVID-19 on the
car market has meant there remains a
number of transactions that were lost in
2020 that have still not occurred. Demand
for both new and used cars has been
strong, as reflected in our increased
audience position, however the market
has been hampered by limited supply,
owing to the particularly well documented
semi-conductor shortages which have
heavily impacted the supply of new cars.
These dynamics have led to significant
levels of used car price growth, which has
been part of the reason behind our retailer
customers’ increased profitability.
I am pleased with the progress we’ve made
developing more of the components which
make up the online car buying journey.
Enabling more of the journey to be done
online will provide us significant long-term
opportunities for the future.
During the year we have adapted our
working policies to better reflect the way
in which we will work in the future. Our new
Connected Working policy looks to retain
important aspects of our culture, such
as collaboration, relationships, low-
bureaucracy, agility and empowerment,
while enabling people to better balance
their work/life commitments. We are proud
that our employee engagement score has
remained high despite such challenging
circumstances over the past two years, with
95% of employees saying they are proud
to work at Auto Trader (March 2021: 93%).
Business performance
Our audience performance has
strengthened with average monthly
cross platform visits increasing by 9% to
63.8 million per month (2021: 58.3 million).
Engagement, which we measure by total
minutes spent on site, was also strong with
an increase of 5% to an average of 588
million minutes per month (2021: 561 million
minutes). We have maintained our position
as the UK’s largest and most engaged
automotive marketplace for new and used
cars, with over 75% of all minutes spent
on automotive classified sites spent on
Auto Trader (2021: over 75%) and grew to be 8x
larger than our nearest competitor (2021: 7x).
Demand for both new and used cars has
been particularly strong for much of this last
financial year. This demand has been fuelled
by a catch up in transactions that didn’t
happen in 2020 due to COVID-related
lockdowns, increased consumer interest in
car ownership and good levels of consumer
confidence. New car registrations, whilst
seeing year-on-year growth of 4% versus
2021, were still 22% below 2020 levels,
with the well documented new car supply
constraints due to semi-conductor
shortages. These trends fed through to live
stock on site, which decreased by 11% to an
average of 430,000 cars (2021: 485,000). Part
of this decline was due to a fall in the volume
of new car stock, which averaged 29,000
(2021: 47,000) for the year. These constraints
also impacted used cars, particularly for
our larger customers, as lower new car sales
have meant fewer part-exchanges and a
lower volume of cars sent to auction from
wholesalers, with overall transactions being
2% lower than 2020, although were up 15% on
2021. The year-on- year decline in live used
stock was also partly impacted by a stock
offer in the previous year, where customers
could advertise more than their contracted
amounts without charge, which was not
repeated this year.
High levels of demand combined with
constrained supply have led to significant
levels of used car price growth, with our
used car price index seeing a 22% year-on-
year increase in prices across the period.
This contributed to very good trading
conditions for our customers, with some
of them achieving record profit levels.
The average number of retailer forecourts
advertising on our platform increased
by 5% to 13,964 (2021: 13,336). The increase
in the number of forecourts was due to
lower levels of cancellation, partly due
to favourable market conditions but also
driven by the current strength of our
position and standing with customers.
Levels of new customer acquisition were
largely consistent with the prior year.
I am pleased with the
progress we’ve made
developing more of
the components which
make up the online car
buying journey.
Catherine Faiers
Chief Operating Officer
+22%
increase in our used
car price index in 2022
+5%
increase in the volume
of retailer forecourts
using Auto Trader
during 2022
30 Auto Trader Group plc Annual Report and Financial Statements 2022
We will continue to improve the levels of
diversity and inclusion within our organisation
as we believe this improves individual and
team performance and will allow us to
identify and attract talent that we may not
otherwise access. We are making progress,
but there remains room for improvement. Our
Board has marginally more women than men
and as of the start of this calendar year we
meet the recommendations of the Parker
Review. At year end, women represented 40%
of our organisation (March 2021: 39%) and in
leadership roles, as defined by FTSE Women
Leaders, there was meaningful improvement
to 38% (March 2021: 34%).
We are committed to increasing the
percentage of ethnically diverse employees,
who currently represent 14% of the
organisation (March 2021: 11%), with 12% of
employees not disclosing their ethnicity. The
percentage of ethnically diverse employees
in leadership, again using the FTSE Women
Leaders definition, remained at 6% (March
2021: 6%), highlighting the work we still have
to do in this area. Much of our work around
creating an inclusive culture and environment
has been driven, supported and informed
by our many employee networks and guilds
representing women, diverse ethnicity,
LGBT+, disability & neurodiversity, families
and age.
The UK Government has a target to become
net zero by 2050 and Auto Trader has a
role to play in reaching this goal. There are
two strands to our commitments around
the environment which includes achieving
net zero carbon emissions by 2040 and
supporting consumers in making more
sustainable vehicle choices.
Catherine Faiers
Chief Operating Officer
26 May 2022
Auto Trader as a data platform
Since the acquisition of Kee Resources
in 2019, where we took ownership of our
underlying vehicle taxonomy, we have
been looking to both increase the volume
of data bought and used by our retailer
customers but also to extend the use of
our data to other customer sets. From a
retailer perspective we have launched a
sales insight tool, increased the volume of
paying retail check and retail accelerator
customers, and offered direct integration
via APIs. We have entered into data
sharing agreements with a number of
OEMs, which has improved the quality
of our data sets, and we now power
Experian’s iCache product which provides
insurance companies with enriched data
to provide more accurate consumer
quotes. The integration of a new data
partner is often a long process but we are
making meaningful progress in providing
the industry’s leading data platform.
The next big milestone in this journey was
the launch of Auto Trader Connect which
was included in retailer packages in April
2022, alongside our annual pricing event.
Auto Trader Connect gives customers
access to our taxonomy, which improves
advert quality and introduces real-time
updates between our systems and those
of our customers. This removes the
inefficiencies of daily data feeds and
we currently have integration with c.40%
of third-party software providers with
Auto Trader Connect. We see this product
as a key enabler to support digital retailing.
We have made substantial progress during
the year in migrating our platform and
technology infrastructure to the cloud.
This has enabled us to take advantage of
improved performance, enhanced security
and delivered a quicker product release
cycle. We expect to have migrated all of
our services to the cloud by the end of the
current financial year. We saw an increase
in the number of product releases to
46,000 (2021: 41,000).
ESG
Within our overall strategy we aim to ‘make a
difference’ to our people, our communities, our
industry, and to the wider environment, whilst
holding ourselves to the highest standards
when it comes to acting responsibly.
We have a Corporate Responsibility
Committee with oversight for Auto Trader’s
focus on the Environmental, Social and
Governance aspects of our business. Over
the past 18 months we have identified focus
areas around which we have created
initiatives. These are monitored regularly
and reported on using our cultural KPIs.
While many of these changes take time,
we are committed to making meaningful
progress across all measures.
GROWING OUR CORE MARKETPLACE
Our business performance
has strengthened with growth
in our audience, growth in our
retailer customers and growth
in the number of products being
bought by our customers.
Catherine Faiers
Chief Operating Officer
64m
average cross platform
minutes per month
£74
of price lever growth in FY2022
We successfully executed our
annual pricing event in April 2021.
This included an underlying price
increase as well as the launch
of our Retailer Stores product.
31%
of retailer stock on a package above
our Standard level in March 2022
In the year, we evolved our
advertising package staircase,
creating a new higher level
package. This saw good levels of
upsell as customers sought more
prominence on our marketplace.
>1,800
paying new car customers
in March 2022
Despite supply shortages on new
cars, we have managed to retain
many of our paying customers
on our new car product.
Marketplace
OUR PURPOSEDRIVEN STRATEGY P12
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
31
Auto Trader Group plc Annual Report and Financial Statements 2022
90%
8%
2%
FINANCIAL REVIEW
Revenue in the prior year
was impacted by our
decision to provide free
advertising to our
retailer customers in
April 2020, May 2020,
December 2020 and
February 2021, and at a
25% discount in June
2020, due to the closure
of retailer forecourts
given COVID-19
lockdown restrictions.
Jamie Warner
Chief Financial Officer
OVERVIEW
INCREASED RETAILER REVENUE
Revenue in the prior year was
impacted by our decision to provide
free advertising to our retailer
customers in April 2020, May 2020,
December 2020 and February 2021,
and at a 25% discount in June 2020.
INCREASE IN UNDERLYING ARPR
Excluding COVID-19 discounts
in the prior year, underlying ARPR
increased by £247 per month,
spread across our price, stock
and product levers.
REDUCTION OF RCF COMMITMENTS
With effect from 24 September 2021,
the Company reduced the total
commitments of its Syndicated
revolving credit facility (‘Syndicated
RCF’) by £150m from £400m to £250m.
INCREASE IN JV PROFIT
Our share of profit generated by
Dealer Auction, the Group’s joint
venture, increased in the year as
auction activity saw improved levels
following a reduction during periods
of lockdown in the prior year.
Trade
£388.3m
+72%
(2021: £225.2m)
Consumer Services
£33.3m
+25%
(2021: £26.6m)
Manufacturer and Agency
£11.1m
+1%
(2021: £11.0m)
Our revenue streams
Revenue
£432.7m
+65%
(2021: £262.8m)
Operating profit
£303.6m
+88%
(2021: £161.2m)
32 Auto Trader Group plc Annual Report and Financial Statements 2022
74
52
639
121
50
(52)
(712)
89
53
(30)
82
2020 2021 2022
Price
Stock
Product
Implementation and removal
of COVID-related discounts
Revenue
Revenue increased to £432.7m (2021:
£262.8m), up 65% when compared to the
prior year. Trade revenue, which comprises
revenue from Retailers, Home Traders and
other smaller revenue streams, increased
by 72% to £388.3m (2021: £225.2m).
Retailer revenue increased by 75% to
£370.4m (2021: £211.9m). Revenue in the
prior year was impacted by our decision
to provide free advertising to our retailer
customers in April 2020, May 2020,
December 2020 and February 2021, and at a
25% discount in June 2020, due to the closure
of retailer forecourts given COVID-19
lockdown restrictions. There have been no
discounts in relation to COVID-19 in 2022.
The average number of retailer forecourts
advertising on Auto Trader was up 5% to 13,964
(2021: 13,336). We saw a steady increase
in the number of retailers advertising on
our platform throughout 2022 with lower
cancellations in the period, and levels
of acquisition remaining broadly flat.
Average Revenue Per Retailer (‘ARPR’)
increased by 67% to £2,210 (2021: £1,324).
The £886 increase was heavily impacted by
the COVID-related discounts in the prior
year which made a positive contribution of
£639 due to their absence in 2022. Excluding
these discounts, there was an underlying
increase in ARPR of £247 spread across our
price, stock and product levers:
Price: Our price lever contributed an
increase of £74 (2021: £50) to total ARPR as
we executed our annual pricing event for
the majority of customers on 1 April 2021.
Stock: The number of live cars advertised
on Auto Trader decreased by 11% to
430,000 (2021: 485,000). This was partially
driven by a decline of 18,000 new cars
on Auto Trader due to well documented
supply shortages. It is important to note
though that the stock lever is not driven
by live stock but by the number of paid
stock units. Last year live used stock was
impacted by a stock offer which allowed
customers to double their stock for free
from late March to mid-July 2020, which
did not impact paid for stock. Whilst we
did see some downgrades in paid stock
during the first half, as a result of faster
stock turn and limited supply, much came
from our larger Franchise customers who
generally have a lower cost per car. Stock
levels partially recovered in the second
half however, returning to similar levels
seen at the start of FY22. These dynamics
resulted in a £52 increase in the stock
lever (2021: decline of £52).
Costs
In 2021, the Group made the decision to
reduce costs, mainly through the reduction
of discretionary marketing spend, whilst our
retail customers were closed due to COVID-19
restrictions. With a return to more normal
levels in 2022, costs increased 27% to £132.0m
(2021: £104.0m).
People costs, which comprise all staff costs
and third-party contractor costs, increased
by 16% to £69.8m (2021: £60.0m). The increase
in people costs was primarily driven by an
increase in the average number of full-time
equivalent employees (including contractors)
to 960 (2021: 909) as we invested in our people
to support the growth areas of the business.
The prior year was impacted by Executive
Directors and the Board foregoing 50% or
more of their salary and fees for the period
of April to June 2020. Performance related
pay increased in 2022, in addition to the
resumption of annual pay reviews. Underlying
salary costs continue to increase as we invest
in the best digital talent.
Product: Our product lever contributed an
increase of £121 (2021: £89) to total ARPR.
Most of this came from retailers choosing to
purchase prominence products, including
our higher yielding Enhanced, Super and
Ultra packages with penetration increasing
to 31% of retailer stock (March 2021
(Advanced and Premium): 26%). In addition
to packages, retailers sought prominence
through greater use of our Pay Per Click
product. We also introduced a new digital
retailing product called Market Extension,
allowing retailers to sell outside of their local
area, which also contributed to the product
lever, with over 6% of retailer stock on the
product by the end of the year. Finally,
there was also some contribution from our
Retailer Stores product, which was launched
in April 2021 as part of our pricing event.
Home Trader revenue increased by 40%
to £8.8m (2021: £6.3m). Other revenue
increased by £2.1m to £9.1m (2021: £7.0m)
with AutoConvert increasing £1.0m to £2.1m
(2021: £1.1m).
Consumer Services revenue increased by
25% in the year to £33.3m (2021: £26.6m).
Private revenue, which is generated from
individual sellers who pay to advertise their
vehicle on the Auto Trader marketplace,
increased to £19.3m (2021: £16.6m). Motoring
Services revenue also increased, up 32% to
£13.1m (2021: £9.9m) as a result of strong
growth in both our insurance and finance
offerings. After launching in 2021, Instant
Offer contributed £0.9m to Consumer
Services revenue (2021: £0.1m).
Revenue from Manufacturer and Agency
customers was effectively flat at £11.1m
(2021: £11.0m). The pandemic had a
significant impact on this revenue line in
both 2021 and 2022. Manufacturers have
lowered their marketing spend due to
semi-conductor supply issues and the
resulting lack of clarity on new car supply.
ARPR levers (£)
Revenue (£m) 2022 2021 Change
Retailer 370.4 211.9 +75%
Home Trader 8.8 6.3 +40%
Other 9.1 7.0 +30%
Trade 388.3 225.2 +72%
Consumer Services 33.3 26.6 +25%
Manufacturer and Agency 11.1 11.0 +1%
Total 432.7 262.8 +65%
Costs (£m) 2022 2021 Change
People costs (including share-based payments) 69.8 60.0 +16%
Marketing 20.5 9.8 +109%
Other costs 34.5 27.9 +24%
Depreciation and amortisation 7.2 6.3 +14%
Total administrative expenses 132.0 104.0 +27%
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
33
Auto Trader Group plc Annual Report and Financial Statements 2022
FINANCIAL REVIEW CONTINUED
tranches: £52.2m will mature in June 2023
and £197.8m will mature in June 2025.
Additionally, there was an amendment to
the Senior Facilities Agreement to reflect
the discontinuation of LIBOR and the
transition to SONIA (in respect of sterling
loans); Loan Market Association updates;
and to include the effect of IFRS 16 for
the purposes of calculating financial
covenants. There is no requirement to
settle all, or part, of the debt earlier than
the termination dates stated.
Profit before taxation
Profit before taxation increased by 91% to
£301.0m (2021: £157.4m). The increase resulted
from the Operating profit performance, with
a further benefit from lower net finance costs
of £2.6m (2021: £3.8m).
Taxation
The Group tax charge increased 90% to
£56.3m (2021: £29.6m) which represents an
effective tax rate of 19% (2021: 19%), in line
with the average standard UK rate.
Earnings per share
Basic earnings per share increased by 93%
to 25.61 pence (2021: 13.24 pence) based on
a weighted average number of ordinary
shares in issue of 955,532,888 (2021:
965,175,677). Diluted earnings per share of
25.56 pence (2021: 13.21 pence) increased
by 93%, based on 957,534,145 shares (2021:
967,404,812) which takes into account the
dilutive impact of outstanding share awards.
The reduction in shares is due to the share
buyback programme throughout 2022.
Cash flow and net cash
Cash generated from operations increased
by 115% to £328.1m (2021: £152.9m) primarily
due to the increase in Operating profit but
also a positive working capital movement,
driven by VAT. Corporation tax payments
increased to £56.2m (2021: £28.2m), due to
higher profit before taxation. Net cash
generated from operating activities was
£271.9m (2021: £124.7m).
As at 31 March 2022 the Group had net
cash of £41.7m (31 March 2021: £10.3m),
representing an increase of £31.4m.
At the year end, the Group had drawn £nil
of the Syndicated revolving credit facility
(31 March 2021: £30.0m) and held cash and
cash equivalents of £51.3m (2021: £45.7m).
Leverage, defined as the ratio of Net bank
debt to EBITDA, remained at zero as we exit
the year in a net cash position. Interest paid
on these financing arrangements was £1.5m
(2021: £3.0m).
Marketing spend increased by 109% to
£20.5m (2021: £9.8m). The increase was
driven by discretionary spend being reduced
in the prior year in response to the pandemic
as previously mentioned.
Other costs, which include data services,
property related costs and other
overheads, increased by 24% to £34.5m
(2021: £27.9m). The increase was primarily
due to higher overhead costs, including
the return of travel, ofce & people related
costs, as well as higher IT spend as we
continue to move more of our services and
applications to the cloud. Depreciation and
amortisation increased to £7.2m (2021:
£6.3m) mainly as a result of an additional
office lease and ofce improvements.
Operating profit (£m) 2022 2021 Change
Revenue 432.7 262.8 +65%
Administrative
expenses (132.0) (104.0) +27%
Share of profit
from joint
ventures 2.9 2.4 +21%
Operating profit 303.6 161.2 +88%
Operating profit
During the year Operating profit increased by
88% to £303.6m (2021: £161.2m). Operating profit
margin increased by nine percentage points
to 70% (2021: 61%), back in line with 2020 levels.
Our share of profit generated by Dealer
Auction, the Group’s joint venture with Cox
Automotive, increased to £2.9m (2021: £2.4m)
as auction activity saw improved levels
following a reduction during periods of
lockdown in the prior year.
Net finance costs
Net finance costs decreased to £2.6m
(2021: £3.8m). The decrease was driven
by lower interest payable of £1.4m (2021:
£2.9m). Amortisation of debt issue costs
increased to £1.0m due to accelerated
amortisation following the reduction of
the Syndicated revolving credit facility
(‘Syndicated RCF’) commitments as
referenced below (2021: £0.6m). Interest
on lease liabilities totalled £0.2m (2021:
£0.3m) and interest relating to deferred
consideration was £0.1m (2021: £0.1m).
Interest receivable on cash was £0.1m
(2021: £0.1m).
Reduction of RCF commitments
With effect from 24 September 2021, the
Company reduced the total commitments
of its Syndicated RCF by £150m from £400m
to £250m. The facility will terminate in two
With effect from
24 September 2021,
the Company reduced
the total commitments
of its Syndicated
revolving credit facility
by £150m from £400m
to £250m. The facility
will terminate in two
tranches: £52.2m will
mature in June 2023
and £197.8m will
mature in June 2025.
Jamie Warner
Chief Financial Officer
34 Auto Trader Group plc Annual Report and Financial Statements 2022
Capital structure and dividends
During the year, a total of 24.9m shares
(2021: nil) were purchased for a total
consideration of £163.5m (2021: nil) before
transaction costs of £0.8m (2021: nil).
A further £73.6m (2021: nil) was paid in
dividends, giving a total of £237.1m
(2021: nil) in cash returned to shareholders.
The Directors are recommending a final
dividend of 5.5 pence per share. Subject
to shareholders’ approval at the Annual
General Meeting (‘AGM’) on 15 September
2022, the final dividend will be paid on
23 September 2022 to shareholders on
the register of members at the close of
business on 26 August 2022. The total
dividend for the year is therefore 8.2 pence
per share (2021: 5.0 pence per share).
In the coming year, it is expected that
the Group will draw on its revolving
credit facility to fund part of the initial
consideration relating to the Autorama
acquisition. The Group’s long-term
capital allocation policy remains broadly
unchanged: continuing to invest in the
business, enabling it to grow whilst
returning around one third of net income to
shareholders in the form of dividends. Any
surplus cash following these activities will
be used to continue our share buyback
programme and steadily reduce gross
indebtedness. It is the Board’s long-term
intention that over time the Group will
return to a net cash position.
Going concern
The Group generated significant cash from
operations during the period. At 31 March
2022 the Group had drawn £nil of its £250m
(previously £400m) Syndicated RCF and
had cash balances of £51.3m. The £250m
Syndicated RCF is committed until June
2023, when it reduces to £197.8m through to
maturity in June 2025. Financial projections
for the next 12 months include the capital
commitment to acquire Autorama (UK)
Limited given the likelihood of the event. On
the basis of facilities available and current
financial projections for the next 12 months,
the Directors have concluded that it is
appropriate to prepare these financial
statements on a going concern basis.
Commitment to acquire
Autorama (UK) Limited
The Group has agreed to acquire, subject
to regulatory approvals which at the date
of this report had not all been received,
the share capital of Autorama (UK) Limited.
The transaction is expected to complete
in the first half of financial year 2023.
Auto Trader will pay initial consideration
of £150m in cash, with a further £50m of
deferred consideration to be settled in
shares subject to customary performance
conditions 12 months after the completion
date. Once issued, the shares will vest over
a period of two years in two 12-month
instalments. At 31 December 2021,
Autorama had £27m of gross assets and
for the calendar year 2021, made net
revenue of £26m, selling c.14,500 vehicles,
and had an EBITDA loss of £6m, which
included marketing costs of over £9m.
Jamie Warner
Chief Financial Officer
26 May 2022
AUTO TRADER AS A DATA PLATFORM
MORE RETAILER PRODUCTS
We have recently launched sales
insight tools and increased the
volume of paying Retail Check
and Retail Accelerator customers.
With prices increasing, this data
has never been more valuable to
our customers.
SELLING OUR DATA TO MORE
CUSTOMER SETS
We have entered into data sharing
agreements with a number of
OEMs, improving our data sets,
and now power Experian’s iCache
product which provides insurance
companies with enriched data
to provide more competitive
consumer quotes.
CLOUD MIGRATION
We have made substantial
progress during the year in
migrating our platform and
technology infrastructure
to the cloud.
We have launched Auto Trader
Connect which was included in
retailer packages in April 2022, as
part of our annual pricing event.
Auto Trader Connect gives
customers access to our taxonomy,
improving advert quality, and
introduces real-time updates
between our systems and those
of our customers.
This removes the inefficiencies
of daily data feeds and
we currently have integration
with c.40% of third-party
software providers with
Auto Trader Connect.
c.40%
of third-party software
providers integrated with
Auto Trader Connect
c.1.2m
guaranteed valuations
given to consumers in 2022
Whilst stock
limitations have
impacted sales,
compared tonormal’
pre-pandemic
conditions,
consumer demand,
engagement, and
prices all remain
robust, which in turn
is helping to drive
strong margins.
Richard Walker
Data & Insight Director
OUR PURPOSEDRIVEN STRATEGY P12
Data as a platform
LAUNCHING AUTO TRADER CONNECT
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
35
Auto Trader Group plc Annual Report and Financial Statements 2022
MAKE A DIFFERENCE
Driving change
together.
Responsibly.
36 Auto Trader Group plc Annual Report and Financial Statements 2022
Auto Trader’s purpose is to
Drive change together. Responsibly.
OUR MAKE A DIFFERENCE STRATEGY
Drive change together. Responsibly.
Making a difference to our people, our communities, our industries
and the wider environment to create a more accessible,
equitable and sustainable future.
We are committed to being a responsible business and our
purpose is driven by our resolve to do the right thing, measure
and report transparently, and always act ethically and with
integrity. As the UK and Ireland’s largest automotive marketplace,
we have a responsibility to create a more accessible, equitable
and sustainable future.
G
Our governance & compliance
Uphold the values of good corporate governance and risk management and
consider the needs of all our stakeholders in our strategic decision making.
Comply with our legal and regulatory obligations and behave ethically
and with integrity at all times.
Maintain a trusted marketplace for our customers and consumers to find,
buy and sell a vehicle.
S
Our people & communities
Build diverse teams and an
inclusive culture.
Maintain high levels of employee
satisfaction, supporting positive
health and wellbeing.
Partner with charities, community groups
and industry bodies to make a difference to
the communities where we work and live.
E
Our environment
Protect our business from the impact
of climate change and work to reduce
our own emissions to net zero.
Drive change across our own operations and
supply chain, but also use our capabilities
and voice to influence the automotive and
technology industries to support urgent
action to tackle the current climate crisis.
We recognise that being a sustainable
business for the long term is about
ensuring we have the foundations we
need for success as well as the ability to
evolve to meet future challenges. Our
trusted brand has been built over more
than 40 years and we remain committed
to being the best place to find, buy and
sell vehicles in the UK on a platform that
enables data-driven digital retailing
for our customers. This involves
changing how the UK shops for vehicles
by providing the best online buying
experience and supporting all our
retailers with this online transition.
With this goal in mind, our ESG initiatives
comprising our make a difference
strategy focus on the material issues
that have the greatest impact on our
business whilst considering the
expectations of our stakeholders.
We can play a positive role in making
a difference to our people, our
communities, the industries we are
part of and the environment.
Non-Financial
Reporting Frameworks
We continue to evolve our
Environmental, Social and
Governance (‘ESG’) reporting to meet
the requirements of leading industry
frameworks and our stakeholders’
expectations. Our reporting focuses
on the Task Force on Climate-related
Financial Disclosures (‘TCFD’) and
the Sustainability Accounting
Standards Board (‘SASB’) standards
referencing SASB’s reporting
framework for the Internet and
Media Services and Media &
Entertainment industries. We have
also identified the UN Sustainable
Development Goals (‘SDGs’), which
we believe Auto Trader can make
a meaningful contribution to.
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
37
Auto Trader Group plc Annual Report and Financial Statements 2022
MAKE A DIFFERENCE CONTINUED
Assessing our material issues
to inform our make a difference strategy.
ESG AREA MATERIAL ISSUE DEFINITION OF TOPICS
E
OUR ENVIRONMENT
1
Climate
Reducing greenhouse gas emissions in our own business as well as influencing the wider
automotive ecosystem. Mitigating the effects of long-term changes in the Earth’s climate
on Auto Trader’s business.
S
OUR PEOPLE
& COMMUNITIES
2
Data privacy and security
Ensuring the safe collection, retention and use of confidential data of our retailers, consumers
and employees. As well as safeguarding against data breaches and cyber crime.
3
Employee wellbeing,
engagement and safety
Maintaining high levels of employee satisfaction; supporting positive health and wellbeing.
4
Product innovation
Continuously improve products and services to maintain our competitive edge.
5
Customer satisfaction
Making sure our customers are happy using Auto Trader’s products and services.
6
Pricing fairness
Delivering value for money to our customers.
7
Investment in talent
Promote professional and personal growth to attract, develop, retain and reward top talent.
8
Advocacy
Partnering with industry bodies and lobbying government to shape legislation affecting the
future of our industries.
9
Making a difference to our local
communities and industries
Partnering with charities, community groups and industry bodies to support their work
through fundraising, volunteering and other projects.
10
Diversity and inclusion
Nurture an inclusive company culture and enrich our workforce with diverse individuals across
all levels of our organisation from the Board, leadership team and throughout our wider
business, but also throughout the automotive and technology industries.
G
OUR GOVERNANCE
& COMPLIANCE
11
Driving transparency
Ensuring adverts describe vehicles accurately, the price/finance offer is clear and we are
mitigating fraud risk.
12
Digital infrastructure
Maintaining a strong digital infrastructure to withstand risks and futureproof the business.
13
Responsible supply chain
Proactively seek suppliers who share our passion for community engagement and promoting
diversity and inclusion within their own cultures and supply chains.
14
Responsible tax strategy
and total tax contribution
Complying with tax laws and regulations to pay the right amount of tax at the right time.
15
Corporate governance
Having a well governed business, and disclosing information to all stakeholders in a
transparent and balanced way.
16
Ethics and integrity
Acting ethically and with integrity; working against corruption, bribery and fraud.
17
Remuneration
Ensuring remuneration is based solely on skills, behaviours and contribution and not any other
factor for all colleagues, Board members and the leadership team.
MATERIALITY ASSESSMENT
38 Auto Trader Group plc Annual Report and Financial Statements 2022
2
7
9
10
11
14
15
16
17
12
13
8
3
6
5
4
Moderate Very highImportance to our stakeholders
Impact on the businessModerate
Very high
1
In order to remain successful in the long
term, an understanding of what ESG topics
matter most to our key stakeholders is
essential. We conducted a materiality
assessment to help inform our make a
difference strategy. This was an inclusive
process involving engagement with our
employees and our external stakeholders,
including consumers, retailers, employees
and investors. Our aim in performing this
analysis was to understand which ESG
topics matter most to our internal and
external stakeholders, to capture our
impacts in a non-financial manner and
help us prioritise matters on which to focus
and inform our ESG strategic thinking.
For the initial materiality assessment we
identified 17 areas of material importance
to our business. An issue is material to us if
it significantly impacts our business and
our strategic priorities but also if it is viewed
as being important to our stakeholders.
We engaged with our key stakeholders via
a survey to understand the issues they
believed were most important for Auto Trader.
We also considered the impact these issues
would have on our business, taking into
account current and future market trends
and our overall strategic priorities.
Ongoing input and engagement from our
stakeholders, both internal and external,
helps us to ensure we are achieving positive
results from implementing our make a
difference strategy. Therefore, to ensure
that the prioritisation of ESG topics
continues to align with the importance to
stakeholders and changes in our business
strategy, we will refresh this exercise every
three years.
Our make a difference strategy aligns our
Environmental, Social and Governance
activities to the material issues identified
as most important to our stakeholders and
most impactful to our business. We have
then considered areas where we are focusing
our activity to make improvements, which
is designated by the size of the bubble.
OUR MATERIALIT Y MATRIX
Most notably, we have chosen to focus
most of our activities and initiatives on:
diversity and inclusion; employee wellbeing;
engagement and safety; product
innovation; and customer satisfaction, all of
which our stakeholders placed in the higher
priority category. We have also chosen to
actively focus on climate – although climate
did not place in the highest category, we
believe we should be doing what we can to
positively impact the world we live in. We
recognise that we need to focus our efforts
now to ensure we are progressing towards
our longer-term goals, and it is an area which
is likely to see growing levels of scrutiny.
Product innovation and customer
satisfaction are also high on our agenda.
Our focus on digital retailing is to bring
more of the buying journey online,
realising an improved consumer
experience and efficiencies for our
customers. We actively seek retailer
feedback in all aspects of product and
service development to ensure that
we continue to provide market-leading
solutions and also actively monitor
consumer sentiment across our various
products and channels.
The size of the bubbles on our materiality matrix highlight where our activities for this financial
year have been focused and will continue to be focused over the coming 12 months.
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
39
Auto Trader Group plc Annual Report and Financial Statements 2022
MAKE A DIFFERENCE CONTINUED
Make a difference at a glance.
E
OUR ENVIRONMENT
S
OUR PEOPLE & COMMUNITIES
G
OUR GOVERNANCE & COMPLIANCE
OUR AMBITION
Achieve net zero in our own business
as well as help our customers and
suppliers as they transition to net zero
Ensure the majority of our business has
completed Carbon Literacy training
Our customers can confidently sell
more alternatively fuelled vehicles
Support our customers on their own net
zero strategies with the Automotive
Carbon Literacy Toolkit
Help car buyers make more
environmentally friendly vehicle choices
Use our data and insight to support
and influence the government’s policies
related to supporting the adoption
of electric vehicles
Have a representative workforce
across all levels of our business
Foster an environment where everyone
feels included
Continue to make progress on our
gender & ethnicity pay gap
Maintain high levels of employee
engagement
Support the physical, mental and
financial wellbeing of all our employees
Positively contribute to the communities
we operate in and partner with local
and national charities
Fully adopt the NIST framework
Continue to evolve with the
requirements of both GDPR and
FCA compliance
Integrate sustainability into all aspects
and decision making processes of
our business
Embed our ethical procurement policy
within the business and adopt a socially
responsible sourcing model
Report comprehensively in line with
SASB and TCFD reporting frameworks
2022 KEY HIGHLIGHTS
Our near-term Science Based Targets
have been validated by the Science
Based Targets initiative (‘SBTi’)
50% of our employees are carbon
literate, putting us at gold award level
Funded and launched the new
Automotive Carbon Literacy Toolkit,
developed in partnership with the
Carbon Literacy Trust
Launched our Road to 2030 EV report,
sharing the latest data and insight with
all our stakeholders
Launched an electric vehicle hub within
our top navigation, to give consumers
the information they need in order to
consider an electric car
Expansion of relationships across key
industry bodies and government
departments
Monthly EV car giveaway, with over
two million entries
Appointment of Jasvinder Gakhal as an
Independent Non-Executive Director
27 employees participated in our
Diverse Talent Accelerator
programme, developing the next
level of leadership talent
196 of our leaders participated in our
inclusive leadership programme
Accredited Real Living Wage employer
Three colleagues recognised at the
Automotive 30% Club Most Inspiring
Automotive Women for 2021
Highly commended at the Disability
Smart awards
Community based funding of £356k
including charitable donations and
employee matched funding
Improved gender pay gap, although
our ethnicity pay gap has widened
95% employee engagement
NIST framework implemented and
reviewed by our internal auditors
Continued to make good progress with
our cloud migration and we are on track
to fully migrate by the end of our next
financial year
First TCFD report completed
Launch of a new Supplier Code
of Conduct, increased usage of
Ethical Procurement questionnaires,
and the launch of a new Carbon
Emissions Survey
HOW THE UN SDGS ALIGN TO OUR ESG STRATEGY
There are 17 UN SDGs that form a shared global agenda to achieve a better and more sustainable future for all. Whilst all of
the goals are important, we believe our ambitions and priorities best align with the above SDGs, which are most relevant to
our strategy and where we believe we can have the greatest impact.
OUR PROGRESS DURING 2022
40 Auto Trader Group plc Annual Report and Financial Statements 2022
GOVERNANCE OVERVIEW P70
We recognise that our activities, and
the way in which we carry them out, have
impacts that reach well beyond our
financial performance. There is increasing
evidence that sustainable businesses drive
greater profit and long-term value. With
this in mind, in 2021 we established our
Corporate Responsibility Committee to
sit alongside our Audit, Remuneration
and Nomination Committees.
Whilst ESG related topics are covered in
all Committees, this is a formal Committee
of the Board with the overarching goal of
monitoring our corporate responsibility and
sustainability targets. The Committee plays
a crucial role in overseeing the progress
towards fulfilling our ESG work, which is
brought together as our make a difference
strategy, and ensuring that the targets and
goals are ambitious and realistic.
Responsibility for putting our make a
difference strategy into action spans
across the business, whether through
specific functions within the business or
our individual guilds and networks, which
are empowered to drive change within
the organisation.
Governance of our make a difference strategy.
HOW WE GOVERN ESG
Driving change together.
Responsibly.
AUTO TRADER GROUP PLC BOARD
AUDIT
COMMITTEE
REMUNERATION
COMMITTEE
DISCLOSURE
COMMITTEE
EXTERNAL
AUDITORS
INTERNAL
AUDITORS
OTHER
EXTERNAL
ASSURANCE
AUTO TRADER LIMITED BOARD
OPERATIONAL LEADERSHIP TEAM & SENIOR LEADERS
THIRD LINE
NOMINATION
COMMITTEE
CORPORATE
RESPONSIBILITY
COMMITTEE
RISK MANAGEMENT
INTERNAL CONTROL
FCA COMPLIANCE
GDPR COMPLIANCE
LEGAL TEAM
PROCUREMENT
CYBER SECURITY TEAM
SECOND LINE
FUNCTIONS
ENVIRONMENTAL STRATEGY
SUSTAINABILITY
NETWORK
AUTOMOTIVE
NETWORK
NET ZERO
WORKING
GROUP
EV WORKING
GROUP
EMPLOYEE GUILDS & NETWORKS
CAREER
KICKSTART
NETWORK
FAMILY
NETWORK
BAME
NETWORK
LGBT+
NETWORK
DISABILITY &
NEURODIVERSITY
NETWORK
MAKE A
DIFFERENCE
GUILD
WOMEN’S
NETWORK
WELLBEING
GUILD
AGE
NETWORK
BOARD
ENGAGEMENT
GUILD
SECOND LINE FORUMS
AND COMMITTEES
HOW WE MANAGE RISK P58
RISK FORUM  SCOPE
OF RISK FORUM
INCLUDES CLIMATE
FCA GOVERNANCE
COMMITTEE
HEALTH & SAFETY
COMMITTEE
GDPR STEERING
DISASTER RECOVERY
STEERING
CYBER SECURITY
WORKING GROUP
TRUST FORUM
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
41
Auto Trader Group plc Annual Report and Financial Statements 2022
MAKE A DIFFERENCE CONTINUED
E
Our environment
The impact of climate change
is posing an ever-increasing threat. The UK
Government has a target to become net zero
by 2050. As a responsible business Auto Trader
has a role to play in reaching this goal and we
are committed to reaching net zero by 2040.
Developing a climate resilient strategy aligned
to the UKs ambitious environmental targets
which considers the risks and opportunities of
climate change is essential in order to protect
our business from the impact of climate change.
Task Force on Climate-related
Financial Disclosures (‘TCFD)
Climate change and how we are responding
to the risks and opportunities that it poses
are at the forefront of the minds of our
investors, regulators and other stakeholders
of our business. We support the Task Force
on Climate-related Financial Disclosures
(‘TCFD’) and its recommendations and are
committed to assessing the impacts of
climate risks and opportunities across our
operations and supply chains. This year,
we have focused on establishing our
internal process to manage climate risks,
opportunities and reporting structure, which
we plan to further enhance and improve
as we evolve along the TCFD journey.
Our climate governance
We have integrated climate governance
into our existing governance processes and
sought to embed responsibility for the risks
associated with climate change throughout
our business, adopting a climate change
focused mindset. There is a clear
commitment from the Board to deliver on our
environmental commitments and ensure
relevant accountability across the business.
Our environmental strategy was initiated
to ensure a joined up approach across the
business in considering the climate issues our
business faces, the risks and opportunities
these present and our response to those risks
and opportunities. These are considered
and incorporated with our climate related
strategy and commitments across four pillars
which are: our own operations and people;
our consumers; our customers; and the
industries we work in.
Each of the four pillars has a targeted
action plan to ensure the right steps are
taken and progress is made towards
our commitments. The working groups
responsible for each pillar have set overall
commitments that need to be achieved in
order to have an impactful outcome. Key
activities and milestones are set for each
financial year and these are shared with
the Corporate Responsibility Committee.
The working groups meet individually as
required but meet collectively on a
quarterly basis, together with Operational
Leadership Team sponsors to ensure
a joined up approach and to monitor
progress against the agreed commitments.
TASK FORCE ON CLIMATERELATED FINANCIAL DISCLOSURES ‘TCFD’
COMPLIANCE STATEMENT
The Group has prepared its TCFD disclosures in line with guidance in the 2021 updates to the
TCFD Final Report and Annex, including the supplementary guidance for all sectors. We are
building on our progress from previous years to develop a net zero strategy and we continue to
evolve our reporting under the TCFD recommendations. At the time of publication, the Group
has made climate related financial disclosures consistent with the TCFD recommendations and
supporting recommended disclosures on pages 42 to 48, other than as follows. Whilst we have
made good progress on our reporting we acknowledge that further work is required to enhance
the identification, impact and reporting for climate related risks and opportunities, and how
these map over the short, medium and long term. Further disclosure is required to include climate
related scenario analysis, taking into consideration different climate related scenarios,
including a 2°C or lower scenario. This work will be undertaken in the coming financial year.
42 Auto Trader Group plc Annual Report and Financial Statements 2022
RISK
FORUM
EXECUTIVE
RESPONSIBILITY
BOARD
RESPONSIBILITY
REMUNERATION
COMMITTEE
THIRDPARTY
ASSURANCE
ENVIRONMENTAL
STRATEGY
WORKING GROUPS
7
EMPLOYEE
GUILDS AND
NETWORKS
1
2
3
4
5
6
CLIMATE GOVERNANCE
Strategy: building climate
resilience into our business strategy
Our purpose is to Drive change together.
Responsibly. We recognise that we have a
role to play in the UK Government’s target
to become net zero by 2050. Reducing the
impact our business has on the environment
is embedded into our strategy and we are
committed to being a net zero business
by 2040. Our environmental commitments
will help us to achieve this by reducing
emissions across our own operations,
through initiatives to raise environmental
awareness with our employees, customers
and consumers and supporting them in
reducing their environmental impact. We
will use our breadth of expertise, data and
market insight to accelerate the transition
to a low-carbon future and influence the
automotive industry to support urgent
action to tackle the climate crisis.
Climate related risks and opportunities
In order to build climate resilience into our
business strategy we must identify climate
related risks and opportunities. The nature
of the risks and opportunities that we face
depends not just on the physical aspects of
climate change, but also on transition risks.
These are driven by the trajectory of our
customers and consumers in responding to
climate change and regulations in the markets
in which we operate. As an operator of an
online marketplace, we have a relatively small
carbon footprint and our business model is
sustainable in a low-carbon environment. In the
short to medium term, the journey to net zero
presents opportunities for which our business
must adapt, e.g. becoming the destination of
choice for consumers searching for a more
environmentally friendly vehicle, but we must
also ensure we are managing transition risks.
To assess how various climate risk drivers
may impact our business, we used the TCFD
framework’s categorisation of transition
and physical climate risks. Our predominant
focus is on transition risk as we consider this
to have the greatest potential impact on
our business. We consider the principal
physical risk to our business to be severity
of extreme weather, in particular flooding.
We have identified the climate related risks
and opportunities set out in the table on the
next page and have considered the potential
impact each has on our marketplace, our
technology, our customers, our consumers
and our employees. We have assessed how
the risks can be better managed, reduced
or mitigated in line with the Group’s risk
1. BOARD RESPONSIBILITY
The Corporate Responsibility Committee, chaired
by Jeni Mundy, plays a crucial role in overseeing
the progress towards fulfilling the ambitions and
targets of our make a difference strategy, which
encompasses our Environmental, Social and
Governance responsibilities. The Committee is
responsible for holding the Executive Directors
to account with respect to climate risks
and their impacts to the business, and our
environmental strategy in response to
climate change is a standing agenda item.
2. EXECUTIVE RESPONSIBILITY
The responsibility for assessing and managing
climate related risks sits at both executive and
Board level. Executive responsibility for climate
change impact is held by our Executive Directors,
who have responsibility for oversight of our
climate change agenda and are responsible for
ensuring that climate related risks are integrated
into the existing business strategy. Responsibility
for the consideration of climate related risks on
the financial performance of the Group and
compliance with environmental reporting
rests with our CFO, Jamie Warner.
3. RISK FORUM
The risk forum undertakes a review of climate
related risks with the OLT.
4. REMUNERATION COMMITTEE
The Committee introduced ESG related metrics
into the performance share plan in 2023. The 2023
PSP award will include a performance target
linked to a reduction of our GHG emissions.
5. THIRDPARTY ASSURANCE
Our GHG emissions have been independently
audited by EcoAct providing assurance using
ISO 14064-3 of all scopes of our carbon footprint.
6. ENVIRONMENTAL STRATEGY
WORKING GROUPS
Our environmental strategy not only focuses on
our own environmental impact, but also aims
to support our customers, consumers and the
industries in which we operate and as a result,
various parts of the business play a part in
delivering our ambitions. Different parts of
the business are brought together through
our environmental strategy working groups,
all of which are supported by members of our
Operational Leadership Team:
Net Zero Working Group (supported by Jamie
Warner, CFO) – responsible for our commitment
to net zero in line with our SBTi targets.
EV working group (supported by Ian Plummer,
Commercial Director) – responsible for helping
consumers make more environmentally
friendly vehicle choices.
Automotive network (supported by Ian
Plummer, Commercial Director) – responsible
for helping our customers consider their
carbon footprint and supporting them on
their sustainability journey.
7. EMPLOYEE GUILDS AND NETWORKS
Our employees play a fundamental role in
the success of our make a difference strategy.
Through our networks and guilds, our ESG
priorities and ambitions are championed
and driven forward by our employees:
Sustainability network – comprises passionate
individuals from across the business who are
focused on making life at Auto Trader more
sustainable through increasing employee
awareness and driving impactful changes for
individuals as well as our business operations
to support our overall goal of reducing our
carbon emissions.
Make a Difference Guild – committed to
empowering our people to give back to
local communities and supporting causes
our employees are passionate about.
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
43
Auto Trader Group plc Annual Report and Financial Statements 2022
CLIMATE RELATED RISKS & OPPORTUNITIES
MAKE A DIFFERENCE CONTINUED
management framework, resulting in the
mitigated impact rating. We have included a
specific scenario in our viability statement
setting out the impact of an accelerated ban
of the sale of new and used diesel cars. In 2023
we will continue to expand on our assessment
of climate related risks and opportunities and
the ways to mitigate and adapt to different
possible outcomes. We will conduct climate
related scenario analysis to understand the
actual and potential impacts of the principal
climate related risks and opportunities on our
business model and strategy, including the
financial impact, taking into consideration
different climate related scenarios and time
frames. The results of our scenario analysis
will inform our long-term strategic business
planning and will be overseen by the
Corporate Responsibility Committee.
Risk management: embedding
climate issues into our risk
management
The Board is collectively responsible for
determining the nature and extent of
the principal risks which may impact the
business as it seeks to achieve its strategic
objectives. We recognise climate change
as a principal risk for Auto Trader (see
page 62) as climate change poses a threat
to our business and supply chain, mainly
through regulatory changes. We have
updated our risk management process to
enhance our assessment of the potential
implications of climate change on our
business and its operations.
Our risk management framework, including
the processes for identifying, assessing
and managing risk, is described on pages
58 to 61.
Risk type Potential change
Risk or
opportunity? Potential impact Our response
Mitigated
impact
Likelihood of
change occurring
1.5° 4.0°
Transition Increased demand for
sustainable products
and services.
Both Consumers stop buying petrol or
diesel vehicles presenting a risk
to the continuing relevance of
our marketplace to our customers
and consumers.
Adapt to changing preferences
and become the largest
marketplace for EVs.
Low Mid High
Transition Increased demand for
sustainable products
and services.
Both Failure to appropriately
demonstrate that as a business
we are committed and moving
towards net zero carbon
emissions could negatively
impact our brand and also
impact our ability to operate
and/or remain relevant to our
customers and consumers.
Set clear reduction targets for
our own operations and report
progress to stakeholders. Work
with customers, suppliers and the
industry on reduction initiatives
and education.
Low Low High
Transition Achieving resource
efficiency through
cutting our carbon
footprint and improving
energy efficiency.
Opportunity Reduced costs associated
with energy use and avoid
increased costs associated
with carbon taxation.
Reduction initiatives to reduce
our absolute usage, including
moving our data storage to
the cloud.
Low Low High
Transition Increased reputational
risk associated with the
automotive industry
and misrepresenting
environmental claims.
Risk As consumer consciousness
around climate change rises,
there is increased scrutiny on our
industry’s role on the environment.
As part of our net zero strategy
we will focus not only on our own
operational footprint but also
on how we can positively support
the industry.
Low Low High
Transition Increased regulation
relating to
climate change.
Risk Increased regulatory scrutiny and
introduction of new legislation
could result in increased
reputational risk but also increased
compliance costs. Failure to deliver
against our environmental
commitments would undermine
our reputation as a responsible
business and may result in legal
exposure or regulatory sanctions.
We have formed a Corporate
Responsibility Committee to
oversee our environmental
commitments. We will report
in line with the TCFD
recommendations and report
progress towards our reduction
targets as part of our Science
Based Targets.
Low Low High
Physical Increased frequency/
severity of extreme
weather and
climate related
natural disasters.
Risk For the locations that Auto Trader
operates in, this would include
storms, flooding and water and
heat stress which could impact
our ofces, jeopardise the safety
of our people and significantly
disrupt our operations.
Disaster recovery/business
continuity planning in place,
including tools and guidance
to support our people in
emergency situations.
Low Mid High
44 Auto Trader Group plc Annual Report and Financial Statements 2022
OUR TOTAL CO
2
EMISSIONS
Our total CO
2
emissions
1
2022 2021
UK Global UK Global
Scope 1 38 56 34 45
Scope 2 (location based) 277 294 277 291
Total (Scopes 1 and 2) 315 350 311 336
KwH (000s) 1,464 1,613 1,284 1,383
PG&S 9,000 5,217
Capital goods 1,476 364
Fuel & energy-related activities 117 83
Waste 1 1
Business travel 179 29
Employee commuting & working from home 521 634
Investments 15 9
Scope 3 (total) 11,309 6,337
Total (Scopes 1, 2 and 3) 11,659 6,673
Revenue £432.7m £262.8m
Tonnes of CO
2
equivalent per FTE
2
12.14 7.34
Tonnes of CO
2
equivalent per £million turnover
3
26.94 25.40
Scope 2 (market based) 0
% renewable 100%
4
1. Scopes 1 and 2 are reported in tonnes of CO
2
equivalent.
2. Based on average number of employees in the Group throughout the year (2022: 960, 2021: 909).
3. Absolute carbon emissions divided by revenue in millions.
4. Emissions from our data centres are included within our Scope 2 emissions. It has been confirmed by our provider that our data centres continue to be powered by
100% renewable – we have received a certificate covering the period to 31 December 2021 and the period 1 Jan to 31 Mar 2022 is currently being verified by a third party.
Metrics & targets: measuring and
managing our climate impact
Methodology
The Group is required to measure and
report its direct and indirect greenhouse
gas (‘GHG’) emissions by the Companies
(Directors’ Report) and Limited Liability
Partnerships (Energy and Carbon Report)
Regulations 2018. The GHG reporting period
is aligned to the financial reporting year. The
methodology used to calculate emissions
is based on the financial consolidation
approach, as defined in the Greenhouse
Gas Protocol, A Corporate Accounting and
Reporting Standard (Revised Edition).
Emission factors used are from the UK
Government’s Department for Business,
Energy and Industrial Strategy (‘BEIS’)
conversion guidance for the year reported.
We have calculated our footprint using
the official UK Government conversion
factors. For Scope 3 purchased goods
and services an Environmentally
Extended Input Output database
methodology was used to calculate the
GHG footprint across total spend in the
year. We have approximated and rounded
up where necessary, reflecting this is a
‘scoping exercise’ to indicate the broad
quantum of emissions rather than a
precise calculation. The accuracy of our
footprint will get better each year as we
revisit and refine the methodology and
underlying dataset. We have reported our
Scope 2 emissions using both a location
based and market based approach, with
the latter taking into account renewable
energy consumed.
Independent verification of our
GHG emissions
EcoAct has independently assessed and
verified Auto Trader’s GHG emissions
following verification standard ISO
14064-3:2019. Based on the data and
information provided by Auto Trader and
the processes and procedures followed,
nothing has come to EcoAct’s attention
to indicate that the GHG emissions totals
are not fairly stated and free from
material error.
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
45
Auto Trader Group plc Annual Report and Financial Statements 2022
Scope 1
Scope 2
Purchased goods
and services
Capital goods
Fuel and energy-related
activities
Waste generated in
operations
Business travel
Employee commuting
Investments
0k
2k
4k
6k
8k
10k
12k
2040
2035203020252020
Reduction pathway
Actuals
Scope 1
Scope 2
Purchased goods
and services
Capital goods
Fuel and energy-related
activities
Waste generated in
operations
Business travel
Employee commuting
Investments
MAKE A DIFFERENCE CONTINUED
Overview
As the world transitions to a low carbon
economy, regulatory change and changes
in consumer behaviour will have an impact
on the automotive market, which will
mean we need to develop and adapt our
business. We want to act responsibly in
terms of our impact on the environment and
protect our business from the impact of
climate change. Our strategy is to put the
brakes on carbon – not only across our
direct operations and our supply chain, but
also using our capabilities and voice to
influence the government’s electric vehicle
related policies. We will approach this
across four pillars:
1. Auto Trader and our people
Net zero refers to the balance between the
amount of greenhouse gas produced and
the amount removed from the atmosphere.
We reach net zero when the amount we add
is no more than the amount taken away.
In June 2021, we signed up to the Science
Based Targets initiative (‘SBTi’) Business
Ambition for 1.5°C. By doing so, we are
committed to achieving net zero before
2050 and to reducing emissions in line with
the Paris Agreement goals. Our goal at
Auto Trader is to achieve net zero earlier
than this and we are committing to
achieving net zero across our entire value
chain (Scopes 1, 2 and 3) by 2040 and every
year thereafter. We have submitted our
long-term net zero target to the SBTi and
are awaiting validation of our commitment.
Our near-term Science Based Targets
have already been validated by the SBTi
and form a core component of our net zero
strategy. We have committed to:
Reduce absolute Scope 1 and 2 GHG
emissions by 50% before 2030 from a 2020
base year.
Reduce absolute Scope 3 GHG emissions
by 46.2% over the same timeframe.
We have also signed up to the UN’s ‘Climate
Neutral Now’ initiative.
How we’re taking action
To meet the SBTi’s definition of net zero,
we need to reduce our emissions by at least
90% and then use carbon removal initiatives
to neutralise any limited emissions that
cannot yet be eliminated. It is therefore
essential that we fully understand the
source of our emissions.
During the year we built on the work to
understand our full Scope 3 emissions, in
addition to our Scope 1 and 2 emissions,
providing us with a complete understanding
of our carbon emissions throughout our
value chain so that we can identify where
we need to focus our efforts.
We have made further progress during the
year to reduce our direct carbon footprint –
our offices and data centres are now all on
renewable energy tariffs and the majority
are supported by certified REGOs. We made
further progress with our data centre
migration to the cloud with the final work
due to take place in the next financial year.
Addressing our Scope 3 emissions is a
bigger challenge and something we have
less control over. The make up of our carbon
emissions is heavily weighted towards
Scope 3, and within that purchased goods
and services and employee commuting are
our major contributors.
In order to meet our 1.5°C commitments
and net zero ambition, we will undertake
targeted actions and a key focus will be
on supplier engagement. Another priority
will be business travel – reducing our fleet
of vehicles and encouraging rail travel
over flying where possible. The switch to
Connected Working will result in less
employee commuting and whilst we are
still encouraging collaborative working,
the advance in technology and
communication tools will lead to less travel,
be that commuting to the office or to visit a
customer. During the year we successfully
launched our employee salary sacrifice
scheme to lease an electric vehicle,
with over 5% of our employees joining the
scheme to date.
Our Sustainability Network will continue to
focus on other initiatives to further reduce
emissions generated in our ofces, for
example, our obsolete IT equipment is
disposed of responsibly and we’ve also
recently found a way to donate our old, but
still usable, laptops to schools and students
through the Greater Manchester Technology
Fund. The network is also continuing to work
closely with the Carbon Literacy Project
to increase employee knowledge on
sustainability and their environmental
impact. Over 50% of our employees have
achieved Carbon Literacy accreditation
and we have achieved Gold Standard CLO
(Carbon Literate Organisation) status.
Our base year emissions (2020)
What will be required to meet
net zero by 2040? (tCO
2
e by year)
Our current year emissions (2022)
Putting the brakes on carbon:
our environmental strategy
46 Auto Trader Group plc Annual Report and Financial Statements 2022
Carbon neutral
As part of our commitment to help reduce
carbon emissions, during the year we offset
11,659 tonnes of CO
2
to neutralise our Scope
1, 2 and 3 emissions. The cost for offsetting
the Group’s 2022 emissions was £25k.
We see carbon neutral as a point to pass
through on our journey to net zero – we
recognise that offsetting is not the only part
of the solution – it’s just one step we can take.
We have continued to work with Ecologi, a UK
based non-government organisation, to fund
a combination of high-impact social and
community initiatives (which are verified
carbon projects) and projects to support tree
planting, both in the UK and overseas. During
the year we funded the planting of 10,253
trees overseas and 300 trees in the UK.
Offset and carbon removal projects
Carbon credits and environmental projects
can support us in achieving our net zero
ambitions and SBTi targets. However, if not
approached well, they can have negative
unintended impacts on humanity and the
environment or appear as greenwashing
and result in reputational damage for
Auto Trader. Therefore we have established
a set of guiding principles to adhere to when
choosing which projects and initiatives to
invest in.
2. Our customers
The automotive industry is under enormous
pressure to reduce its carbon emissions
and many OEMs, large retail groups and
retailers have bold commitments to reduce
emissions. Having seen the significant
benefits of having Carbon Literacy training
in our business, we wanted to share it with
the rest of the industry and provide people
with the tools they need to understand and
tackle the climate crisis.
11,659 tonnes
carbon offset
Therefore, this year we worked with the
Carbon Literacy Project and some of our
customers to put together a Carbon Literacy
Toolkit for the UK automotive industry to
use free of charge. By signing up for the
toolkit, organisations are provided with
training content and trainer manuals that
enable them to run their own one-day
Carbon Literacy training that is already
accredited. Following a successful launch
in November 2021, we have so far worked
with over 50 businesses across the industry.
We are proud to sponsor the creation of
the Carbon Literacy Toolkit and we hope
that all individual participants and their
businesses across our industry are inspired
to take action on how they can influence
climate change. Over the coming months
we will focus on bringing together our
partners from across the industry to
knowledge share and collaborate to have
an even greater impact going forward.
3. Our consumers
To support consumers in making the switch
to more environmentally friendly vehicles
we have increased the coverage and
exposure we give electric vehicles (‘EVs’)
across all our platforms. In particular, we
have introduced an EV hub on our website
where consumers can access articles and
videos on electric vehicles, reviews and
advice. We have been featuring more EVs in
our ‘Living with a...’ series and filming more
videos with EVs to go on our YouTube
channel. We have launched a total cost of
ownership page to help consumers see the
true cost of an electric vehicle along with
information to help them understand more
about EVs. Throughout the year we also
ran a monthly EV giveaway campaign to
increase awareness and exposure of EVs,
which saw over two million entries.
On our marketplace, we have taken steps to
make it easier for car buyers to search for
electric vehicles by adding ‘Electric cars’ to
the top navigation of our site and improving
electric search filters to include battery
range and charge time, which also appears
on the full page advert. The number of
electric vehicles advertised on Auto Trader
is steadily growing, with 90 models and
over 7,800 adverts now appearing on our
website. The demand for EVs is also
increasing, with new EVs accounting for
more than one in five of advert views and
the volume of enquiries sent to retailers
through Auto Trader hitting an all-time high
of 30.7% during March 2022. We aim to
continue with our content plan to increase
the information available to consumers
about EVs and aim to improve the
information available on EV specific
adverts to help consumers make more
informed choices when considering an
EV as their next vehicle.
4. Our industries
The government’s ban of the sale of new
petrol and diesel cars by 2030 is driving
a lot of change not only within the industry
but with the car buying public. The
government’s plans are ambitious and
a lot needs to happen in the coming years
to ensure the infrastructure is in place to
support mass consumer adoption of EVs.
Therefore we actively support the industry’s
efforts to increase the consumer adoption
of EVs. We regularly meet with various
government departments, including HM
Treasury, No 10, and the Department for
Transport’s Ofce for Low Emission Vehicles,
to share our data and insights to help guide
policy to support the transition to 2030 and
mass consumer adoption of EVs. Our wealth
of data and insight gives us a unique view of
the consumer car buying intentions, and
particularly consumer EV buying intentions.
This data is extremely valuable to not only
the government but also the industries
involved in the EV transition.
We support industry trade bodies with their
initiatives and have partnered with the
National Franchise Dealers’ Association
(‘NFDA’) to feature its Electric Vehicle
Accreditations (‘EVA’) on autotrader.co.uk
– those retailers that meet the strict
guidelines of the initiative are able to include
a kitemark on their adverts, which gives
consumers the confidence that the retailer
has a high level of knowledge about EVs.
We produce a regular EV insight report,
entitled Road to 2030, which we launched
at an event in Glasgow during COP26.
Chair of the Transport Select Committee,
Huw Merriman MP, joined our panel
discussion along with representatives from
the SMMT, and other industry stakeholders
to debate what’s required to accelerate the
pace of adoption of EVs. The data and insight
compiled for each report is used to guide
the industry, and key decision makers in
the broader EV ecosystem, i.e. energy
companies, local councils and financial
institutions looking to invest in infrastructure.
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
47
Auto Trader Group plc Annual Report and Financial Statements 2022
MAKE A DIFFERENCE CONTINUED
Our environmental strategy metrics
OUR AREAS
OF FOCUS
OUR AMBITION METRIC TA RGE T
YEAR
OUR PROGRESS
AUTO TRADE R
& OUR PEOPLE
Our people are
environmentally aware,
and our business is ‘Putting
the Brakes on Carbon’, with
a goal to become net zero
by 2040.
Volume of suppliers making a TCFD
disclosure or equivalent.
2030 Top suppliers identified.
Launch of carbon emissions survey.
Achieve carbon neutrality for
our emissions across all scopes.
2022 Carbon neutral across Scopes 1 and 2
in 2021 and across all scopes in 2022.
80% of employees to be carbon literate. 2025 50% of employees carbon literate –
Gold Award Carbon Literate
Organisation.
All fleet vehicles to be EV or
low emission.
2030 New company car policy
introduced for any newly ordered
vehicles (must be fully electric or
hybrid with emissions 75g/km or
less). All company car drivers will
be moved onto new policy at point
of renewal cycle.
Data centres to be fully migrated
to the cloud.
2023 Expectation of completion by
March 2023.
Reduce our carbon footprint by
50% across all our emissions.
2030 Near-term targets validated by
the SBTi.
Achieve net zero for all emissions. 2040 Net zero application submitted to
SBTi with target of 2040.
OUR
CUSTOMERS
Our customers can
confidently sell more
alternatively fuelled
vehicles and are working
on their own net zero
strategies, supported by
the Automotive Carbon
Literacy Toolkit.
Volume of customers/partners/
suppliers to have engaged with the
Automotive Carbon Literacy Toolkit.
Ongoing Funded and launched the new
Automotive Carbon Literacy
Toolkit, developed in partnership
with the Carbon Literacy Trust.
Launch EV module to support the
education of retailers.
2023 Developing the content of the
module to be made available later
in the year.
Launch sustainability award at the
Auto Trader Retailer Awards.
2023 New self nomination sustainability
award has been launched to the
OEMs to enter in time for June’s
New Car Awards.
OUR
CONSUMERS
To become the electric
destination for the full
consumer journey for EVs
in the UK and to support
consumers in making
the switch to EVs by
communicating product
changes in a relatable
and transparent way.
Increase electric content and
volume of electric cars on our site.
2023 Improved search filters.
Introduced EV hub on our
marketplace.
Quarterly Road to 2030 report.
EV giveaway, reaching over
2 million entrants.
Acquisition of Autorama.
OUR
INDUSTRIES
Our data & insight is being
used by government and
key EV industry stakeholders
to shape policy and
investment decisions to
support the transition to EVs.
Establish a sustainability forum
for the broader industry.
2023 Gathering interest and shaping
what the forum will look like.
Shape the government’s policies
surrounding the mass adoption
of EVs.
2022 Our data has influenced the
OZEV policy team in their
development of the recent
charging infrastructure plan.
Issue data-led insight report,
Road to 2030, to whole industry.
2022 Launched first Road to 2030
report at COP26 via panel event
with MP present.
48 Auto Trader Group plc Annual Report and Financial Statements 2022
Overview
We pride ourselves on being a workplace
where differences are celebrated and
where everyone can thrive and progress in
their careers based on their true potential.
Diverse teams are key to our success,
fuelling innovation, driving engagement and
attracting talent, which benefits our people,
our local communities, and our industries.
We are committed to supporting the
communities and industries in which we
operate and we actively engage with
charities, community groups and industry
bodies to support their goals.
Our values shape our culture and underpin
what we stand for. Our culture is an
important part of our strategy as we know
it makes us a stronger, more dynamic and
collaborative business.
Engaging our employees
We welcome open and honest feedback
from our employees and employee surveys
are conducted on a regular basis. We aim
to understand job satisfaction, measure
opinion and find where changes may be
necessary. Summary results are made
available and feedback acted upon by
management, which is then presented to the
Board. In our most recent survey we were
pleased that 95% of our employees agreed
or strongly agreed with the statement “I am
proud to work for Auto Trader”, a measure
which we view as a proxy for engagement.
We have continued to strengthen our
internal communications to ensure our
employees stay connected and feel
engaged. Slack proved a great tool for
people to use to stay connected. We have
held frequent CEO-led virtual updates:
whole Company meetings led by relevant
members of our OLT to ensure employees
are kept up to date with strategic updates,
business performance and key business
activities. We also host bi-monthly
AT Talks where people from across the
business are able to update on what they
are working on. The diversity and inclusion
and sustainability networks also use that
forum to share news about initiatives they
are all working on, as well as using internal
Slack channels. This year we also delivered
our all-employee conference virtually due
to social distancing restrictions in place at
the time of hosting.
S
Our people
and communities
At Auto Trader, we recognise that
our people are fundamental to our success. In
order to attract, retain and develop the best
people we focus on creating a highly collaborative
culture where people feel motivated, valued and
supported to succeed in their careers.
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
49
Auto Trader Group plc Annual Report and Financial Statements 2022
MAKE A DIFFERENCE CONTINUED
and appropriate insurance for all
employees. Whilst we recognise that the
nature of our business is low risk relative to
many in relation to health and safety, it is still
a focus and we look to driving continuous
improvement. Our principal objective is to
prevent or minimise accidents, injury, and ill
health to staff working at our premises or
remotely. This includes contractors, and
others, who work at, or visit our premises.
We can report that we have had no fatalities
or serious injuries during the year, and there
was no impact to our operations due to
work-related incidents or work-related
occupational disease.
During the year, we introduced Connected
Working, which offers all employees
greater flexibility in where and when they
work. This approach allows people to stay
connected with their team and the wider
Auto Trader community and maintains our
collaborative culture. A programme of
ergonomic assessments was carried out to
review homeworking arrangements and
equipment was provided to those who
needed it to support an effective and safe
homeworking environment.
Our Board Engagement Guild is the primary
mechanism for our Board to engage with
our employees and for them to understand
their experiences and views, as well as
providing the opportunity for employees to
ask questions directly of Non-Executive
Directors. The Board Engagement Guild has
representatives from across different parts
of the business and canvasses views and
opinions from their colleagues to share
with the Board. This year the Guild met
three times and discussed topics including
digital retailing, employee engagement,
Connected Working, sentiment around
restructures and sustainability.
Wellbeing and safety
of our employees
We are committed to supporting our
employees in all aspects of their health
and wellbeing. This means supporting their
physical, mental and financial wellbeing
and also ensuring our employees’ physical
safety while working in the ofce or at
home. We aim to do this by positively
engaging our employees with the tools,
education and supportive pathways to
empower them to have more good days.
Health benefits include private healthcare for
employees and their families, subsidised gym
memberships, subsidised health assessments
and free flu jabs. All people leaders attend a
training course on mental health awareness
to assist them in identifying and supporting
issues that relate to people’s mental health,
and learn practical skills that can be used
every day to help support team members.
Access to mental health support and services
is made available to all employees via trained
Mental Health First Aiders or our Employee
Assistance Programme. We provide access to
financial guidance, tools and resources so our
employees feel confident about the financial
choices they make. Every Group employee
can join the Group’s Save As You Earn Scheme
which allows employees to save money from
their salary with the option to purchase shares
at a discount after three years. 66% of Group
employees currently participate in one of
the current schemes.
We are committed to creating a safe
space for our colleagues in the office
environment, protecting our staff and
others affected by our operations. We have
a fully compliant Health and Safety policy
OUR VALUES
BE DETERMINED
We are passionate,
resilient and have the
conviction to do the
right thing. We roll up
our sleeves to get the
job done.
BE RELIABLE
We are
outcome-oriented
and we do what we
say we will do. We
perform under
pressure and have a
strong work ethic.
BE COURAGEOUS
We are bold in our
thinking, overcoming
fears, challenging
convention and
embracing change.
BE HUMBLE
We are open, honest,
approachable and we
treat each other fairly.
We recognise success
in ourselves and
others but admit and
learn from mistakes.
BE CURIOUS
We are always
learning. We question
why, we search for
better ways, ask
questions and
actively listen.
BE COMMUNITY
MINDED
We look after each
other, respect diversity
and advocate
inclusion. We are
committed to making
a difference to the
communities around
us and think of others
before ourselves.
REFLECTING OUR
CULTURE AND
COMMITMENT
TO MAKE A
DIFFERENCE
BE DETERMINED BE RELIABLE
BE COMMUNITYMINDED
BE HUMBLEBE COURAGEOUS
BE CURIOUS
50 Auto Trader Group plc Annual Report and Financial Statements 2022
Investing in and supporting
our talent
Our ambition is to make sure that everyone’s
career is supported by learning opportunities,
including self-learning, mentoring, coaching
and innovative programmes. Our learning
academy platform provides a range of
opportunities to support careers at
Auto Trader and during the year 100% of
our employees (including part time and
contractors) were offered training.
Year FY22
Hours of mandatory training
(see page 55 for more
information) 2,657
Hours of non-mandatory
training 19,739
Annual cost of training
1
£379k
Average cost per employee £378
Employees studying for
professional qualification 6
Employees on an
apprenticeship/early careers 61
1. This includes external trainer and platform costs,
but excludes the employment costs of our
in-house L&D team.
Our non-mandatory training covers a
broad range of learning and development,
including awareness, technical skills, and
more generic training of soft skills like
coaching and presentation training. We
also provide sponsorship for professional
qualifications and access to continuing
professional development for our finance,
legal and compliance teams. The majority
of the training was provided by our in-house
L&D team but we also use external training
where required.
Towards the end of the year we launched
a programme of continuous leadership
development within Auto Trader which
supports our senior leaders and people
managers. The programme is made up of
a range of training interventions, including
classroom training, self learning modules,
psychometrics, executive coaching and
sponsorship. To increase our representation
across all levels of the organisation, we aim to
stimulate the flow of diverse talent from early
careers through to senior leadership by both
targeted development programmes and
equipping our leaders to get the very best out
of everyone on their team and support their
development through the organisation.
We have continued with our two talent
programmes; one focusing on Inclusive
Leadership for all leaders across our
organisation, and the second a Diverse
Talent Accelerator programme designed
to support the progression of mid-career
colleagues. We have continued investing
in our early career programmes, welcoming
new graduates and apprentices to our
business, as well as forming a new
partnership with Ambitious About Autism
to host two internships. Our mentoring
and coaching programmes are available
to all employees and we currently have
six colleagues working towards their
coaching qualification to build internal
coaching capability.
We have relaunched our quarterly appraisal
process and pride ourselves on having a
community focused on development where
everyone can be successful. Despite
challenging times we still retain a strong level
of retention and employee engagement.
Our attrition rate remains low at 11% when
compared to industry and national averages.
Diversity & inclusion
We are committed to creating a diverse and
inclusive work community that enhances
our culture and improves our business
through our ability to attract, identify and
develop talent. We have made significant
progress on ensuring everyone at Auto
Trader can bring their authentic and best
selves to work and thrive as a result.
We define diversity as any classification
that can be used to differentiate groups
or individuals from one another, including:
gender; sex; age; sexual orientation;
disability & neurodiversity; race and ethnic
origin; religion & faith; marital status; and
social/educational background and way of
thinking. We define inclusion as a state of
being valued, respected and supported for
who you are. We, and our people, strongly
believe in pursuing this aim authentically
and systemically, expecting to see
improvements in metrics, but not being
driven solely by the pursuit of metrics.
We appointed Jasvinder Gakhal as an
Independent Non-Executive Director to the
Board, taking us to over half the Board being
women. Our representation of women at
a total Company level increased by 1%,
taking us to 40% of women overall. During
the year, the percentage of women on our
Operational Leadership Team (‘OLT’)
increased from 40% to 44% although this was
due to a member of the OLT leaving during
the year. We also increased the percentage
of women in leadership roles to 38% as at
31 March 2022 (March 2021: 34%), as defined
by the FTSE Women Leaders Review
(formerly the Hampton-Alexander review).
During the year we continued with our focus
on ethnicity. We have met the Parker Review
recommendation that all FTSE100 Boards
should have at least one director from an
ethnically diverse background by 2021. The
percentage of the total Company who are
from an ethnically diverse background has
increased from 11% to 14% during the year, with
the percentage of those from an ethnically
diverse background in leadership remaining
at 6%.
As at 31 March 2022 Men Women
Non-binary/
other
Men as a
% of total
Women as a
% of total
Board 4 5 0 44% 56%
OLT 5 4 0 56% 44%
OLT direct reports
1
57 34 0 63% 37%
Total Company 599 400 3 60% 40%
As at 31 March 2022 White
Ethnically
diverse Not disclosed
White as a
% of total
Ethnically
diverse as a
% of total
Board 8 1 0 89% 11%
OLT 9 0 0 100% 0%
OLT direct reports
1
79 6 6 87% 7%
Total Company 739 139 124 74% 14%
1. This includes three divisional leaders and their direct reports.
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
51
Auto Trader Group plc Annual Report and Financial Statements 2022
IN ORDER TO ACHIEVE OUR DIVERSITY AND INCLUSION STRATEGIC COMMITMENTS WE WILL:
MAKE A DIFFERENCE CONTINUED
Gender and ethnicity pay gap
We released our second combined Gender
and Ethnicity Pay Gap Report 2021 (published
in March 2022, reporting the pay gap as at
5 April 2021).
Our gender pay gap in 2021 reduced due
to better retention of women in our upper
quartiles and the return of several women in
the upper quartile, who were excluded from
the reported figures for 2020 due to taking
a period of leave, such as maternity.
In addition to this we have made good
progress in terms of recruitment. For the
reported period, we welcomed 81 new
starters between April 2020 and March
2021, 42% of whom were women, of whom
approximately a third (31%) were in early
career roles. One area in which we
acknowledge more work is required
is the recruitment of women within the
upper middle and upper quartiles.
The mean and median ethnicity pay gaps in
2021 increased by 2.7% and 0.7% respectively.
The key reason being that ethnically diverse
colleagues in the upper quartiles left the
business during the reporting period and
many of the new ethnically diverse recruits
were earlier on in their careers. Of the 81 new
starters, 20% were ethnically diverse. The
data is representative of 83% of people in our
business who have disclosed their ethnicity.
Our representation of ethnically diverse
colleagues, reported for the purpose of the
ethnicity pay gap 2021, is 14.5% (2020: 13.7%).
While close to reflecting national
demographics, these numbers are not yet
reflective of the areas in which Auto Trader
operates (London and Manchester).
Accreditations
We have received a number of accreditations
over the year, most notably:
Race at Work Charter
Social Mobility Top 75
Change the Race Ratio
Disability Confident Leader
Inclusive Companies
Stonewall Champions
Our diversity and inclusion strategy
Diversity and inclusion is at the heart of
everything we do. Our strategy and initiatives
are focused on driving long-term changes, so
we don’t expect to see immediate results and
we are prepared for our numbers to fluctuate
whilst our plans take hold. Our Board
Corporate Responsibility Committee and our
OLT oversee the progress we make against
our commitments. We review the cultural KPIs
which are reported externally in our results,
but also a broader culture scorecard on a
quarterly basis.
Our diversity and inclusion strategy has two
key commitments:
foster an environment where everyone
feels included with high levels of
engagement, especially across the
different diversity focus areas.
have a representative workforce of the
communities we operate in with a focus
on: women, ethnic diversity, LGBT+,
disability & neurodiversity, social mobility
and age.
Recruit more diverse individuals concentrating on our focus areas
Support our people to grow through our Inclusive Culture Development programmes
Educate each other and increase awareness via our training and employee network activities
Analyse and act on employee feedback through our guilds, networks and surveys
Monitor the make up of our workforce across our focus areas
Calculate the different pay gaps and report on our gender and ethnicity pay gap
Keep increasing representation of diverse individuals across all levels of the organisation
at a steady pace every year
Improve the employee experience, remove systematic barriers and reduce the gender and
ethnicity pay gaps
Make a difference in our industries and communities
TAKE ACTION
MEASURE
IMPACT
DO MORE
Find out more online
plc.autotrader.co.uk/media/2388/april-
2021-gender-pay-report-published-
march-2022.pdf
52 Auto Trader Group plc Annual Report and Financial Statements 2022
Making a difference to our
communities
Our Make a Difference Guild is committed to
empowering our employees to support our
local communities and national charities.
During the year we celebrated the fifth
anniversary of the Auto Trader Community
Fund at Forever Manchester that provides
support for a wide range of volunteer-led
community projects across Greater
Manchester. The social investment from
Auto Trader delivers meaningful social
impact to a wide range of grassroot
community projects. These range from
support for Reach Out to the Community
which assists homeless and rough sleepers
to access help, Can-Survive, a cancer
support group for Black, Asian and other
ethnically diverse communities, Forget Me
Not Buddies, who support those living with
dementia, Wythenshawe Good Neighbours
scheme and Cycling without Age amongst
many others receiving funding awards.
Making a difference to the
industries we operate in
We operate in both the automotive and
technology industries. BEN is a key charity
supporting the automotive industry with
the aim to offer life changing support which
empowers people to take control of their
mental health and physical health and
wellbeing. As with all charities, BEN was heavily
impacted by the pandemic making it even more
important that we continue to support them.
We remain committed to driving long-term
change to reach gender parity in both the
technology and automotive industries. Our
focus is on developing the next generation of
women in these industries by investing in our
early career strategy, as well as supporting
several initiatives and partnerships, including
DigitalHer with Manchester Digital, AUTO30%
and our STEM Ambassador Programme.
A number of our employees working in IT
systems and product development are
STEM ambassadors, giving their time to
mentor and support individuals who want
to pursue STEM careers.
Driving our D&I strategy through our internal networks
We have a number of internal networks that support and align with our diversity and inclusion strategy. Everyone at Auto Trader is
encouraged to join one of our employee-driven networks. These employee-driven networks and their leaders are a core part of our
culture, helping to welcome employees when they join our organisation, empowering team members to thrive and spearheading outreach
programmes that support our local communities. These networks feed into a wider Diversity and Inclusion Guild which helps to oversee
Auto Trader’s various networks to ensure they drive real change across our organisation.
Our BAME (Building A Multi-cultural Environment) Employee Network is a well-established group of Black, Asian and minority ethnic
colleagues, and allies, that work to tackle inequalities and celebrate inclusivity.
Our Women’s Network is focused on improving and evolving representation of women at all levels in Auto Trader, the automotive
industry and the digital communities within which we operate, by recruiting, retaining and developing female talent.
In its fourth year, our Disability & Neurodiversity Network continues to create a more accessible and inclusive environment for our
colleagues. 12.8% of our colleagues have disclosed a disability or neurodiverse condition. The network partners with various charities
including Leonard Cheshire, the Royal National Institute for Deaf People and the Business Disability Forum to educate colleagues and
raise awareness.
The Career Kickstart Network brings together colleagues from across the business to learn and grow together through shared
experiences, resources and discussion.
Our LGBT+ representation is currently 8.3% and, for a fourth consecutive year, our LGBT+ Network has continued to support our
colleagues and connect with local LGBT+ charities, including The Proud Trust and the George House Trust.
Last year, we launched a new employee network that focuses on creating an inclusive environment for the multigenerational workforce
of Auto Trader.
Supporting parents and carers across our business, our Family Network works closely with our other networks, our People team and with
charities such as Carers UK.
We also continue to support a number of
charities and community groups local to our
London office, including Camden Giving and
New Horizons Youth Centre.
During the year we launched our new make a
difference platform, Alaya (which replaces
our previous volunteering platform). The
Alaya platform facilitates various ways for
our employees to make a difference,
including volunteering, completing purpose
challenges, fundraising for charities and
causes as well as providing a platform for
employees to make donations.
We are pleased to report that community-
based funding during the year, including
charitable donations, employee matched
funding and sponsorship, totalled £356k
(2021: £263k).
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
53
Auto Trader Group plc Annual Report and Financial Statements 2022
MAKE A DIFFERENCE CONTINUED
Overview
We aspire to conduct ourselves with the
highest standards of honesty and integrity.
To ensure that these standards are
embedded across the business and are
part of our culture, we have a compliance
framework in place, consisting of policies,
processes, guidance and training focused
on a number of core compliance topics.
As an online marketplace, cyber security and
protecting customer and consumer data is a
primary area of focus for Auto Trader. As we
shift to an accelerated adoption of digital
retailing it is paramount that our data
security and infrastructure evolve with our
business priorities.
Cyber security
Attempts to breach our systems and access
our data pose a significant and perpetual
threat. Threats are increased given our
digital presence and as the use of third-
party cloud platforms grows. Furthermore,
changes in ways of working, driven by the
pandemic, have created more opportunities
for cyber criminals. Therefore, our cyber
security preparedness must continue to
evolve to address the ever-changing
environment. A successful breach could
lead to significant impairment of our
reputation with customers and regulators
and could be costly in terms of fraud losses,
regulatory sanction or remediation activity
– one of our viability scenarios reflects the
risk of a data breach. Whilst cyber security
risks cannot be fully mitigated, an effective
cyber security risk and governance
framework help to significantly reduce
the impact of such events.
G
Our governance
and compliance
The Board recognises that the
management of safety, wellbeing, environmental,
social and ethical matters forms a key element
of effective corporate governance, which in turn
supports our strategy, long-term performance
and the sustainability of our business.
54 Auto Trader Group plc Annual Report and Financial Statements 2022
I
D
E
N
T
I
F
Y
R
E
C
O
V
E
R
P
R
O
T
E
C
T
D
E
T
E
C
T
R
E
S
P
O
N
D
NIST CYBER SECURITY
FRAMEWORK
Protecting our customer and consumer data
Data is at the heart of everything we do and
for that reason we take the protection of
it very seriously. We have adopted the EU
and UK Data Protection Act 2018 as our
benchmark for data protection. When it
comes to collecting and storing personal
data, be that for consumers, customers or
our employees, we have a comprehensive
set of policies which reflect the applicable
privacy legislation and abide by a clear set
of principles. We are committed to ensuring
that the personal information we collect is
used for the appropriate purpose, which
does not constitute an invasion of privacy
and is held securely, responsibly and
transparently in accordance with our
Privacy Notices which govern all our
platforms and subsidiaries.
Read more online
www.autotrader.co.uk/privacy-notice
plc.autotrader.co.uk/privacy-and-cookies
www.carzone.ie/terms-and-conditions/
privacy-policy
All Auto Trader employees, including
part-time employees, contractors and all
Board members, are required to complete
annual training for GDPR and we have
established processes to cover all
aspects of the GDPR: Data Protection
Impact Assessments (‘DPIAs’). These are
conducted to help identify and minimise
any data protection risks for new or
changed products or services; and all
processes are recorded and records of
processing activity (‘ROPAs’) are reviewed
quarterly by data owners. These include the
lawful basis for process and data retention
periods; our privacy notices are reviewed
and updated regularly. We have separate
notices for consumers, employees and
retailers; and we have processes in place
to respond to Subject Access Requests
(‘SAR’) and Erasure requests.
Where required, Auto Trader obtains consent
from consumers to gather personal data to
service their enquiries for products, services
or vehicles advertised on the site. Explicit
consent (gathered separately) is also obtained
to contact consumers for marketing purposes.
Where we pass personal data to third-party
service providers contracted to Auto Trader
in the course of dealing with customers or
employees, we carefully vet any third parties
that we share data with, and they are obliged
to keep it securely, and to use it only to fulfil
the service they provide on our behalf.
We record all instances of data loss and
have a rigorous incident management
process in the unlikely event a breach
occurs. This includes reporting notifiable
breaches to the relevant regulatory
authorities without undue delay and within
stipulated deadlines. Where required we
take remedial action as soon as possible.
Business ethics and compliance
We have a zero tolerance approach to bribery,
corruption and other financial crime within
our business and/or in any dealings with our
customers, suppliers and other third parties
who we deal with in the course of our business
and do not conduct business with any service
provider, customer or supplier which does not
meet the principles of our Anti-Bribery Policy.
We require regular compliance training for
all Auto Trader employees and contractors,
including all Board members. We have a well
established online training and awareness
programme which includes compliance
modules for information security, GDPR,
anti-bribery and corruption, corporate
criminal offence of facilitating tax evasion,
anti-money laundering, modern slavery
and whistleblowing to ensure all employees
uphold our ethical standards in their day-to-
day decision making and actions, remain up to
date and are alert to unethical practices and
potential risks to our consumers or customers.
Over the last 12 months we have adopted the
NIST Cybersecurity Framework (‘NIST CSF’) to
help us understand and define our existing
policies, processes, and technical measures
in place with the aim to better govern our
cyber security position. It enables us to
identify areas of improvement and focus
our efforts by agreeing and setting a target
state, with the understanding that the
NIST CSF is designed to complement and
enhance existing business and cyber
security operations.
The goal of introducing a cyber security
framework into Auto Trader is to provide a
commonly understood structure, reduce our
exposure to cyberattacks, and identify the
areas most at risk for data breaches and
other compromising activity perpetrated by
cyber criminals. We endeavour to increase
awareness of risks at all levels and ensure
that they are owned and reviewed in line
with our risk strategy. A review of our critical
and high risks is completed quarterly and
other risks are reviewed at least annually.
Our principal risks drive our efforts in
remediation or mitigation. Our internal
auditor, Deloitte, has carried out a review of
our NIST framework to validate the status
and perform an operating effectiveness
review, the purpose of which is to provide
confidence that it is robust, appropriate
and effective. As we continue work towards
full implementation of the framework, we
will ensure robust governance and will
engage with our internal auditor to perform
regular reviews.
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
55
Auto Trader Group plc Annual Report and Financial Statements 2022
MAKE A DIFFERENCE CONTINUED
OUR DATA SECURITY PRACTICES
MAINTAINING A TRUSTED MARKETPLACE
Rolling internal audit programme
(outsourced to Deloitte) which includes
annual reviews of cyber security.
Dedicated security teams conduct
application vulnerability testing and
penetration testing.
Enhanced backup solutions have been
implemented across consumer facing
and internal systems, to guard against
the increasing threat of ransomware.
Payment Card Industry Data Security
Standards (‘PCI DSS’) compliant since
2013. Independent audits conducted
every year to review our information
security policies and processes.
To maintain best practice, we use
an external Quality Security Assessor
to conduct annual audits.
All user accounts are protected by multi
factor authentication (MFA’) regardless
of device and location, providing
enhanced authentication.
As a leading online marketplace, we
strive to provide a marketplace that is
relevant, reliable and fair. It is important
to our customers and our consumer
audience that adverts displayed on
Auto Trader are accurate and genuine.
Our goal is also to provide a valuable
service for our customers and consumers
and provide an engaging user experience.
Retailer feedback
We actively seek retailer feedback in
all aspects of product and service
development to ensure that we continue
to provide market-leading solutions
and support to our retailer partners.
We also actively monitor consumer
sentiment across our various products
and channels, and our teams review
thousands of items of feedback a week.
Product research and testing
When we bring a product to market, we go
through a rigorous process of discovery to
ensure solutions meet the varied needs of
both our retailer partners and consumers.
Retailers are involved at all stages of
product development, including beta
testing prior to scaling solutions.
Sentiment tracking
We survey retailers on a monthly basis
through marketing channels to capture
structured feedback on our relationship with
retailers to ensure we’re meeting their needs
and gauge sentiment towards our brand.
This ensures we can keep an eye on overall
satisfaction, value for money and the
partnership we aim to foster.
Voice of the customer
We actively monitor feedback which our
Retailer Development and Support teams
capture from retailers during the course of
the thousands of inbound and outbound
calls we field per week, ensuring we keep a
good gauge on retailer sentiment and can
react to market challenges facing our
retailers quickly.
Consumer sentiment
We’ve maintained extremely positive
feedback scores across external review
platforms including Trustpilot (4.7/5 based
on 69,205 reviews), iOS App Store (4.8/5
based on 108,904 reviews) and Android Play
Store (4.7/5 based on 60,665 reviews).
Privileged user accounts exist using a
least privilege approach, all of which
have MFA enabled on them.
We have a number of third-party
monitoring and security systems that
monitor and manage security incidents.
Fully documented processes to
respond to any security or data
incident and a variety of incident
response exercises have been
completed, with tests to ensure our
processes for responding to a cyber
incident are robust and fit for purpose.
TAG verification
This year we achieved verification by TAG
(‘Trustworthy Accountability Group’),
achieving the Brand Safety Recognition
seal. TAG is the world’s leading programme
to fight criminal activity and protect brand
safety in digital advertising. They have
established best in class global standards
that protect the industry from potentially
harmful threats around fraud, malware,
and brand safety. Obtaining our TAG status
is recognition that we meet the high
standards required by TAG and our
contribution towards fighting criminal
activity and increasing trust and
transparency in digital advertising.
VSTAG forum
We continue to actively participate in
the Vehicle Safe Trading Advisory Group
(‘VSTAG’), an industry forum we founded
over 15 years ago. The forum brings
together the UK’s leading online
automotive advertising companies,
advisors from the Metropolitan Police,
Get Safe Online and Action Fraud to
work together to reduce online vehicle
crime and help protect buyers and sellers
of pre-owned vehicles from fraud.
56 Auto Trader Group plc Annual Report and Financial Statements 2022
speak up whenever they have concerns,
if they suspect anything inappropriate
or experience any serious malpractice or
wrongdoing in our business. We believe
this contributes to a fairer and transparent
marketplace where customers and
consumers know that we can be trusted.
We have an internal reporting facility for
employees to discuss concerns and we
also operate an anonymous and
confidential whistleblowing helpline
through an independent organisation.
Reports can be directed to the Audit
Committee Chair and the Company
Secretary or via the independent hotline.
Read more online
plc.autotrader.co.uk/media/1961/auto-
trader-whistleblowing-statement.pdf
Tax transparency
Auto Trader is committed to being a
responsible taxpayer acting in a transparent
manner at all times. Our detailed tax
policy includes further transparency
on our approach to risk management
and governance. In 2022, our total tax
contribution was £144m (2021: £106m). Taxes
borne by the Group totalled £63m (2021:
£34m) and consist of corporation tax,
employer’s NICs and stamp duty. Taxes
collected by the Group totalled £80m (2021:
£72m) and consist of PAYE deductions,
employees’ NICs and net VAT collected.
Read more online
plc.autotrader.co.uk/media/2387/group-
tax-policy.pdf
Supplier ESG engagement
We hold ourselves and our suppliers to the
highest standards of behaviour. We want to
engage suppliers that share our values and
collaborate with them to build a stronger,
more responsible supply chain. During the
year, we developed a new supplier
engagement strategy. The information
we collect through the new supplier
engagement/onboarding process will
provide greater insight into numerous
aspects of our suppliers’ performance,
including Environmental, Social and
Governance practices. We have engaged
and shared our own experiences with our
highest spending suppliers to understand:
how they are engaging the communities
they are based in; what charitable
activities they are undertaking; how they
identify and improve diversity and
inclusion; what governance they have in
place to ensure good practice and limit
instances of modern slavery, bribery or
breaches of other relevant legislation;
and sustainability. This year we have
expanded our discussions on sustainability
with our highest spending suppliers to
deep dive into understanding where our
suppliers are on their own sustainability
journeys, recording if they are monitoring
and reporting emissions, what scopes
are reported and calculating our own
emissions related to the engagement. We
have published a supplier code of conduct
which outlines Auto Trader’s stance on
important matters and our expectations
of our suppliers. All new suppliers are
requested to review this at the onboarding
stage, or a copy is issued directly to them.
Read more online
plc.autotrader.co.uk/media/1836/ethical-
procurement-2019.pdf
plc.autotrader.co.uk/media/2192/1797_at_
supplierconductcode_policy.pdf
FCA compliance
Auto Trader Limited, the main trading
subsidiary of the Group, is authorised by
the FCA for consumer credit and insurance
intermediary activities. Our activities
primarily relate to providing finance and
insurance introductions to consumers for
third parties, be it dealers or commercial
partners. We have specialist internal
resource within our Governance, Risk and
Compliance team with significant
experience of working in FCA regulated
businesses, and we have developed a
detailed governance framework to ensure
that we comply with the principles, rules
and guidance applicable to our activities.
We have implemented the Senior Managers
& Certification Regime, which came into
effect in December 2019. Senior Managers
at Auto Trader are Nathan Coe, Catherine
Faiers, Jamie Warner and Claire Baty.
Certain members of the Operational
Leadership Team hold Certificated
Functions. These individuals have been
assessed and certified as Fit and Proper. All
employees are subject to the Conduct Rules
and have received appropriate training
and guidance. We have a comprehensive
suite of policies, training and monitoring
procedures to ensure awareness of and
compliance with the requirements,
including financial promotions, product
change management, complaint handling,
vulnerable customers and transparency.
Our Customer Charter outlines our
commitment to Treating Customers Fairly.
Read more online
plc.autotrader.co.uk/media/1909/auto-
trader-customer-charter-2020.pdf
Human rights
We are opposed to all forms of
discrimination with respect to employment
and occupation, modern slavery, human
trafficking, forced or compulsory labour
and child labour, in our business and our
supply chain. We are committed to
supporting human rights through our
compliance with national laws and through
our internal policies which adhere to
internationally recognised human rights
principles. In line with our commitment to
creating a diverse and inclusive culture, our
internal policies require respect and equal
and fair treatment of all persons we come
into contact with. All employees have
historically been paid in excess of the Real
Living Wage, ensuring that all employees
and contractors working in our offices
receive at least the Living Wage. This year
we received accreditation as a Living Wage
Employer. We safeguard our employees
through a framework of policies and
statements including Modern Slavery,
Gender Pay, Flexible Working, Equal
Opportunities and Inclusion Policies.
Read more online
plc.autotrader.co.uk/media/2388/april-
2021-gender-pay-report-published-
march-2022.pdf
plc.autotrader.co.uk/media/2341/
autotrader_modernslaverypolicy_2021.pdf
careers.autotrader.co.uk/how-we-hire
Grievance reporting or
escalation procedures
We aim to create a working environment in
which all individuals enjoy coming to work,
where they can make best use of their skills,
and where they are free from discrimination
or harassment.
We foster a culture of open and healthy
conversations, mutual appreciation and
respect. We treat any behaviour that
undermines this aim as totally unacceptable
and it will not be tolerated. We are
committed to a culture where staff can
freely report any issue that needs attention
and access support via the escalation
procedures we have in place. Our grievance
policy sets out both informal and formal
avenues for addressing concerns.
Whistleblowing
We are committed to carrying out all
business activities in an honest and open
manner and strive to apply high ethical
standards in all our business dealings. We
actively cultivate a transparent and open
culture, encouraging our employees to
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
57
Auto Trader Group plc Annual Report and Financial Statements 2022
2
34
1
HOW WE MANAGE RISK
The Board is collectively responsible for determining
the nature and extent of the principal risks it is willing to take in
achieving its strategic objectives.
Risk management and internal control
The Company does not have a separate Risk Committee;
instead we consider the Board as a whole collectively responsible
for determining the nature and extent of the principal risks
Auto Trader is willing to take in achieving its strategic objectives.
The Board is also responsible for establishing and maintaining
the Group’s system of risk management and internal controls.
It receives regular reports from management identifying,
evaluating, and managing the risks within the business. The risk
management framework is described opposite.
OUR RISK MANAGEMENT PROCESS
Effective risk management is critical to enable us to meet our strategic objectives, to achieve sustainable
long-term growth, and ultimately to achieve our purpose to Drive change together. Responsibly.
A four-step process has been adopted to identify, monitor and manage the risks to which the Group is
exposed. OLT members are responsible for identifying, assessing, monitoring, and reporting against their
risks. The Governance, Risk and Compliance function facilitates this process and supports the OLT in
designing responses to risks, thereby ensuring that the response is aligned to the Group’s risk appetite.
The risk management process can be summarised as follows:
Identify risks
A top-down and bottom-up approach is used to identify
principal risks across the business. Whilst the Board has
overall responsibility for the effectiveness of internal control
and risk management, the detailed work is delegated to the
Operational Leadership Team (‘OLT’) and support from the
Governance, Risk and Compliance function is provided
to OLT members.
Monitor and review
The OLT is responsible for monitoring progress against
principal risks in a continual process, in conjunction with
the Group’s Governance, Risk and Compliance function.
The Board reviews the Group’s risk register and assesses
the adequacy of the principal risks identified and the
mitigating controls and procedures adopted.
Assess and quantify risks
Risks are identified and evaluated to establish the
root causes, impact and likelihood of occurrence.
Risks are categorised as:
– Contextual risks, driven by changes in the
external environment
– Operational risks, arising out of the existing business
– Emerging risks relating to new initiatives or products
Respond to, manage
and mitigate risks
The adequacy of controls and other mitigations are
assessed in the context of the risk appetite of the Group.
If additional mitigations are required, then these are
implemented and responsibilities assigned.
EFFECTIVE
RISK
MANAGEMENT
58 Auto Trader Group plc Annual Report and Financial Statements 2022
OUR RISK MANAGEMENT FRAMEWORK
Principal risks are identified, assessed, and monitored on a continuous basis and are recorded within a
risk register. Within the risk register are fields capturing: details of the risk; likelihood of the risk occurring;
the impact if it does occur; and details of the actions being taken to manage the risk to a level consistent
with our risk appetite. The Board’s role is to consider whether, given the risk appetite of the Group, the
level of risk is acceptable in accordance with the overall strategy.
MAKE A DIFFERENCE P36 GOVERNANCE OVERVIEW P70
Driving change together.
Responsibly.
AUTO TRADER GROUP PLC BOARD
AUDIT
COMMITTEE
AUTO TRADER LIMITED BOARD
OPERATIONAL LEADERSHIP TEAM & SENIOR LEADERS
RISK FORUM  SCOPE
OF RISK FORUM
INCLUDES CLIMATE
FCA GOVERNANCE
COMMITTEE
HEALTH & SAFETY
COMMITTEE
GDPR STEERING
DISASTER RECOVERY
STEERING
CYBER SECURITY
WORKING GROUP
TRUST FORUM
RISK MANAGEMENT
INTERNAL CONTROL
FCA COMPLIANCE
GDPR COMPLIANCE
LEGAL TEAM
PROCUREMENT
CYBER SECURITY TEAM
SECOND LINE
FUNCTIONS
THIRD LINE
ENVIRONMENT STRATEGY
SUSTAINABILITY
NETWORK
AUTOMOTIVE
NETWORK
NET ZERO
WORKING
GROUP
EV WORKING
GROUP
EMPLOYEE GUILDS & NETWORKS
CAREER
KICKSTART
NETWORK
FAMILY
NETWORK
BAME
NETWORK
LGBT+
NETWORK
DISABILITY &
NEURODIVERSITY
NETWORK
MAKE A
DIFFERENCE
GUILD
WOMEN’S
NETWORK
WELLBEING
GUILD
AGE
NETWORK
BOARD
ENGAGEMENT
GUILD
SECOND LINE FORUMS
AND COMMITTEES
NOMINATION
COMMITTEE
REMUNERATION
COMMITTEE
CORPORATE
RESPONSIBILITY
COMMITTEE
DISCLOSURE
COMMITTEE
EXTERNAL
AUDITORS
INTERNAL
AUDITORS
OTHER
EXTERNAL
ASSURANCE
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
59
Auto Trader Group plc Annual Report and Financial Statements 2022
6
1
8
3
5
9
4
2
7
5
2
4
7
6
3
1
8
9
10
HOW WE MANAGE RISK CONTINUED
The Board has considered the nature and extent of the principal risks Auto Trader currently faces, the potential risks we expose
ourselves to as we proceed with our digital retailing strategy, and the wider market, economy, and business environment.
The Board has set its risk appetite accordingly, which can be summarised as follows:
Risk appetite
Flexible
Auto Trader acknowledges that, in some
circumstances, fast-paced and innovative
development of new products within the
technology space presents significant
opportunities and exploiting these
opportunities may result in financial loss.
We consider the opportunities can outweigh
the downside risks, and we are therefore
flexible about taking risks in pursuit of our
strategic objectives, including product
innovation, addressing competitive threats,
and/or exploiting market opportunities.
Cautious
As we pursue our strategic objectives,
we must remain cognisant of the potential
for them to have conflicting impacts on
our stakeholders, including employees,
suppliers and third parties, and the
environment. We are cautious about
taking risks in relation to such decisions
and the risks that they generate.
Averse
We are averse to taking risks which conflict
with our values or damage our reputation;
risks where their impact could breach laws,
regulations, or financial covenants; and/or
risks where their impact could compromise
the organisation’s going concern status.
Operationally, our business activities have
not given rise to significant risk of damage
to our stakeholders, and we are averse to
taking on higher levels of risk knowingly.
RISK APPETITE
The risk landscape has changed
over the last 12 months, and we
expect changes to continue in the
coming year. Out of the 10 risks we
reported in 2021, our view in 2022
is that four have increased in risk,
three have decreased, two are
unchanged, and one has been
replaced. The most significant
increases in risks relate to
employees in the wake of COVID-19,
and the threats posed by climate
change. Factors such as the recent
cost of living crisis and shortage of
skills in the market, as well as an
acceleration in demand for EVs and
the ongoing carbon emissions within
the automotive industry, are leading
to increased risk in these areas.
The threat from competitors, brand
and reputation, and failure to
innovate remain as three of our
principal risks. However, over the
last year we have seen the threat
posed by these risks reduce. For
example, we have increased our
market share and number of
customers, and are progressing
well on our journey to introduce
digital retailing.
Overall, we consider the biggest
area of risk relates to the economy,
market and business environment.
Most notably, significant threats
remain from the ongoing shortage
of semi-conductors and an
increasing appetite for OEMs to
move to an agency sales model.
Finally, by comparison to 2021 we no
longer consider COVID-19 in isolation
to be a principal risk. Instead, we
consider there to be a broader risk
to the Group posed by external
catastrophic and geo-political
events. As a result, we have added
this as a new risk, replacing
COVID-19, meaning there is no
year-on-year comparison.
The following pages provide detail
on each of our 10 principal risks and
how we are responding to each risk.
1. Economy, market and business environment
2. Climate change
3. Employees
4. Reliance on third parties
5. IT systems and cyber security
6. Failure to innovate: disruptive technologies and changing
consumer behaviours
7. Regulatory risks
8. Competition
9. Brand and reputation
10. External catastrophic and geo-political events
Likelihood (after mitigation)
Business impact (after mitigation)
OUR RISK ASSESSMENT MATRIX
Current year Previous year
60 Auto Trader Group plc Annual Report and Financial Statements 2022
PRINCIPAL RISKS AND UNCERTAINTIES
OUR STRATEGIC PILLARS
Marketplace Digital retailing Data as a platform
OUR PURPOSEDRIVEN STRATEGY P12 MAKE A DIFFERENCE P36
Make a difference
1. Economy, market and
business environment
Increasing
Relevant strategic pillars
Risk and potential impact Key changes and outlook How we manage the risk
Adverse economic conditions could
lead to shrinking of the used and/or
new car market, available used car
stock, and reduction in retailer wallets.
These could result in reduced retailer
profitability, leading to a fall in
advertising spend or a contraction in
the number of retailers. It could also
lead to a reduction in manufacturers’
spend on digital display advertising.
In addition, we are seeing an
increasing appetite by OEMS to move
to an agency model whereby sales
are made direct to consumers, rather
than via retailers. This could lead to
a loss of revenue from retailers.
There remains a global shortage of semi-conductors which
is having an adverse impact on production for many vehicle
brands. This has resulted in a shortage of new car stock
which dealers have available to advertise. Furthermore, the
current new car shortage is likely to result, in the coming
years, in a reduction in used car stock. Nevertheless, during
the last year, we saw that consumer sentiment towards
vehicle ownership remains strong, and we saw the average
price of a used car increase 22% year-on-year.
In the wake of COVID-19 and other ongoing events
(including the conflict in Ukraine), inflation is resulting in a
sharp rise in the cost of living. This increase in the cost of
living has the potential to be a catalyst for changes in the
ownership model of vehicles, potentially with a lower
volume of vehicles per household.
We have been proactive in mitigating the threat of changes
in how consumers might look to buy a new car. Most notably,
our acquisition of Autorama (subject to regulatory approval)
will help us remain relevant if more buyers opt for a lease.
As previously noted, we are making significant progress with
our digital retailing strategy which aims to bring more of the
car buying journey online by allowing consumers to reserve,
part exchange, and access finance via our website.
The ongoing challenges in the supply chain, the global and
UK economy, and customer and consumer sentiment have
all contributed to increased risk in this area, which we
expect to continue in the coming year.
We monitor new and used car transactions
closely, using data from SMMT, DVLA, and
observing behaviour on our marketplace, and
from engaging closely with our customers.
We use our own Auto Trader Retail Price Index and
valuations data to monitor the pricing trends of
used cars by trade sellers.
We continue to diversify into related and adjacent
activities to reduce our reliance on core
advertising listings and to improve the resilience
of our business model. We have progressed
significantly with our digital retailing strategy,
helping our existing customer base leverage a
more digital car buying journey.
The acquisition of Autorama (subject to
regulatory approval) will improve our capabilities
in providing leasing capabilities, as well as
helping us to achieve our strategy relating to
digital retailing on new cars.
The structure and culture of Auto Trader also
provide us with natural mitigations to threats
posed by changes in the economy, market and
business environment. Our agile culture enables
us to respond quickly to new and emerging
threats, which could include reducing our cost
base quickly, if needed. We have also maintained
a strong balance sheet, and our low leverage
should enable us to respond in the event of major
threats crystallising.
Identifying, monitoring and managing
the Groups principal risks.
The Board has carried out a robust assessment of the principal risks
facing the Group, including those that would threaten its business
model, future performance, solvency or liquidity. This included an
assessment of the likelihood and impact of each risk identified, and
the mitigating actions being taken. Risk levels were modified to
reflect the current view of the relative significance of each risk.
The principal risks and uncertainties identified are detailed in this
section. Additional risks and uncertainties to the Group, including
those that are not currently known or that the Group currently
deems immaterial, may individually or cumulatively also have a
material effect on the Group’s business, results of operations and/
or financial condition.
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
61
Auto Trader Group plc Annual Report and Financial Statements 2022
2. Climate change
Increasing
Relevant strategic pillars
Risk and potential impact Key changes and outlook How we manage the risk
The impacts of climate change are
emerging as a significant threat to the
long-term resilience of our business
and execution of our strategy.
Externally, regulatory and
legislative changes, and consumers’
environmental concerns, are having
an impact on the automotive
market, including an accelerated
demand for electric vehicles (‘EVs’).
Additionally, the impacts of climate
change on key stakeholders,
including our employees, suppliers,
and customers, pose a threat to our
business resilience (see ‘External
catastrophic and geo-political
events’ for details).
Internally, risks arising from our own
impact on the climate are growing.
Our strategic objectives include a
move towards net zero emissions,
and failure to achieve this in a
timely manner could impact
adversely on our ability to operate
and/or remain relevant to our
customers and consumers. Failure
to deliver our environmental
commitments would undermine
our reputation as a responsible
business and may result in legal
exposure or regulatory sanctions.
We have seen over the last year an accelerated demand
for EVs which can be attributed, at least in part, to the
government ban on new petrol and diesel cars by 2030, as
well as increased awareness of climate change amongst
the general public, spikes in fuel prices during 2021 and
2022, and improved EV charging infrastructure.
We believe that further regulation and legislation relating
to climate and the environment are likely, as are changes
in consumer demand. Key to our strategic objectives is
positioning Auto Trader as front-runners in industry-wide
changes prompted by climate change.
A move to EVs could mean that OEMs alter their business
model to sell direct to consumers. As the second-hand market
moves steadily towards newer electric models, our customers
will have to evolve their forecourt mix accordingly.
The growing demand for electric vehicles and the
continued advancement of technology and improved
infrastructure could change the vehicle ownership model.
Consumer demand for short-term access to cars as and
when they need them could increase, including through
subscription deals and car-sharing apps.
Subject to regulatory approval, our acquisition of Autorama
adds digital retailing and leasing capabilities on new cars,
including EVs.
Overall, we consider the risks associated with climate
change to be increasing, and managing these risks
effectively is one of our key strategic pillars.
We are evolving our product offering to
help consumers when they are considering
purchasing an EV.
A working group has been established which
focuses on leveraging our position in the industry
to help consumers make environmentally friendly
choices, and to identify key risks and opportunities
in respect of climate change to both Auto Trader
and to wider stakeholders (including customers
and consumers).
We have partnered with a local charity to deliver
Carbon Literacy training to our employees and
50% of employees have now completed the
training and submitted a personal commitment
to reduce their own carbon footprint. Going
forward, we are offering this training to third
parties, including customers.
Our Corporate Responsibility Committee oversees
our environmental commitments.
We have integrated KeeResources which has
enabled us to make use of data tools to enable
manufacturers to promote their electric vehicles
as a viable alternative to petrol and diesel cars
by highlighting the total cost of ownership.
We actively support the industry’s efforts
to increase the consumer adoption of AFVs.
We regularly meet with various government
departments, including HM Treasury and the
Department for Transport’s Office for Zero
Emission Vehicles, to share our data and
insights to help guide policy around the topic;
we also support the industry trade bodies with
their initiatives and are working with academic
institutions to develop our understanding
around electrification.
We have implemented the recommendations of
the TCFD and further details can be found in the
‘Our environment’ section of the Annual Report
on page 42.
PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED
62 Auto Trader Group plc Annual Report and Financial Statements 2022
OUR STRATEGIC PILLARS
Marketplace Digital retailing Data as a platform
OUR PURPOSEDRIVEN STRATEGY P12 MAKE A DIFFERENCE P36
Make a difference
3. Employees
Increasing
Relevant strategic pillars
Risk and potential impact Key changes and outlook How we manage the risk
To enable us to achieve our strategic
objectives it is important that we
attract, retain, and motivate a highly
skilled workforce, including those
with specialist skillsets in data
and technology.
Delivery of our strategy is also
dependent on us building a diverse
and inclusive workforce, and a
supportive, collaborative culture,
in a safe environment, all of which
will enable optimum performance
from all our employees.
Risks relating to employees could
result in reduced employee
engagement, reduced productivity,
and loss of key talent, all of
which could adversely impact
on business performance.
Our Glassdoor rating based on anonymous reviews is
4.5 out of 5.
In 2021 our workforce was mostly working remotely, although
our offices remained open at a reduced capacity for those
who were unable to work at home safely and effectively. We
adhered to all relevant government guidance regarding
COVID-19 protocols and kept employees updated on any
changes to the guidance during the year.
In March 2022 we began Connected Working where
guidance to employees was to be “in more than you are
out. This aimed to bring our employees into the ofce to
increase collaboration and innovation. We continue to
monitor the impact Connected Working is having on
engagement, inclusion, employee safety, and productivity,
with reference to both pandemic and pre-pandemic levels.
The recent increases in costs of living, and skills shortages
in the market, could expose us to the risk of heightened
workforce costs. We are monitoring the market proactively
to ensure that our salaries are fair, proportionate, and
aligned to market rates.
In the marketplace, we are also seeing employees having
higher expectations of their employers to act in a fair,
responsible and sustainable manner, and we too are
committed to ensuring that we conduct our business
in a morally responsible way.
A values-led culture which is embedded
throughout the recruitment, induction,
training and appraisal processes.
Long-term incentive plans for senior and
key staff, including incentives with respect
to diversity and inclusion.
Regular employee engagement surveys and
monitoring of Glassdoor ratings. We have
regular business updates, networks, guilds
and all-employee conferences.
Regular health and safety updates provided to
all employees, including in relation to the ongoing
threats posed by COVID-19 and hybrid working.
Active succession planning and career
development plans to retain and develop our
executives. Talent development is part of the
Terms of Reference of the Nomination Committee.
Diverse Talent Accelerator for colleagues
reaching their mid-career with aspirations to
progress into leadership roles.
4. Reliance on third parties
Increasing
Relevant strategic pillars
Risk and potential impact Key changes and outlook How we manage the risk
We rely on third parties to support
our technology infrastructure, supply
of data about vehicles and their
financing, and in the fulfilment of
some of our revenue generating
products. Consequently, it is
important that we manage
relationships with, and performance
of, key suppliers. If these suppliers
were to suffer significant downtime
or fail, this could lead to a loss of
revenue from retailer customers and
a loss of audience due to impaired
consumer experience.
We have performed a review of our critical suppliers and
have revised our processes for supplier onboarding and
monitoring thereafter. Despite the threats posed to our
suppliers in the external environment, we have not
experienced any material disruptions.
As we progress further into digital retailing we are likely
to see an increased reliance on third parties, including
physical services to support our online journeys. Ensuring
that we manage these third parties appropriately will
be crucial.
Within our crisis management and business continuity
arrangements, we have identified key suppliers and
have plans in place to respond to disruption.
Whilst we have not experienced any material risks
crystallise in respect of our reliance on third parties,
we consider there to be an increasing trend in the risks
associated with them as we progress towards achieving
our strategic objectives.
Where possible, we limit reliance on a single
supplier to reduce potential single points
of failure.
Contracts and service level agreements are in
place with all key suppliers. New relationships go
through a robust procurement and legal review
process, and are subject to regular review.
We carry out due diligence on our key suppliers
and partners at the onset of the relationship
and throughout the life of these relationships.
This includes financial viability, resilience and
alignment with our values and culture.
We seek to develop strong commercial
relationships with our partners and regularly
explore ways of working together even more
effectively. We monitor the performance of
partners and suppliers to ensure continued
quality and uptime.
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
63
Auto Trader Group plc Annual Report and Financial Statements 2022
PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED
5. IT systems and
cyber security
Unchanged
Relevant strategic pillars
Risk and potential impact Key changes and outlook How we manage the risk
As a digital business, we rely on our
IT infrastructure to continue to
operate. A disruptive event leading
to significant downtime of our
existing systems and IT infrastructure
would cause a major interruption to
the services we provide.
As we progress through delivery of
our digital retailing strategy, it is
crucial that we invest in appropriate IT
systems to enable us to deliver the
services needed, as well as ensuring
that there are appropriate IT and
cyber security safeguards over
these systems. Failure to invest in
appropriate IT and safeguards could
lead to us failing to achieve our
objectives relating to digital retailing.
Delivery of our strategic objectives
also relies on us using data to provide
valuable insights to customers.
A significant data breach, whether
because of our own failures or a
malicious cyber-attack, would lead
to a loss in confidence by the public,
car retailers and advertisers.
This could result in reputational
damage, loss of audience, loss of
revenue and potential financial
losses in the form of penalties.
We have made significant progress in migrating our
applications to the cloud, which increases the resilience
of our systems and the security of our data. Our aim is to
get all applications migrated to the cloud in the next year.
Our Connected Working policy began in March 2022, where
employees are working both on- and off-site. Under this
policy, we are still exposed to data and cyber security risks
associated with remote working. We continue to monitor
the level of risk and implement mitigations.
As we move further along the digital retailing journey, our
exposure to a cyber attack and the impact of a data breach
is likely to increase. As part of our plans for digital retailing
we are identifying the systems which will provide the best
customer and consumer experience, as well as ensuring
that there is all necessary security over these systems to
ensure they are resilient to the threats of cyber-attack.
The constantly evolving threat of a cyber-attack means
that overall the risk level is unchanged.
We have adopted the NIST Cybersecurity Framework with
the aim of reducing our exposure to cyber attacks, and to
identify the area’s most at risk for data breaches and other
compromising activity perpetrated by cyber criminals.
We have a disaster recovery and business
continuity plan in place which is regularly
reviewed and tested.
We are continuing to migrate our key systems
onto the cloud to reduce risks associated with
on-site data centres.
We continuously monitor the availability and
resilience of processing systems and services.
If required, we can restore the availability of, and
access to, systems and data in a timely manner
in the event of a physical or technical incident.
We have dedicated security teams, including
white hat hackers, and carry out regular
penetration testing of key systems to identify
vulnerabilities.
We are investing in our IT and cyber security
infrastructure to ensure it remains robust.
All employees are required to undergo IT security
awareness training on at least an annual basis.
We use two-factor authentication for all our car
retailers and employees to access our network.
We have been PCI DSS (Payment Card Industry Data
Security Standards) compliant since 2013 and use
an external Quality Security Assessor to
maintain best practice.
We have now adopted the National Institute
of Standards and Technology (‘NIST’)
Cybersecurity Framework to manage and
reduce cyber security risks.
We have a rolling internal audit programme which
is outsourced to Deloitte, and includes regular
reviews of cyber security.
Our digital retailing teams regularly review the
IT systems and infrastructure required to deliver
our strategy.
64 Auto Trader Group plc Annual Report and Financial Statements 2022
OUR STRATEGIC PILLARS
Marketplace Digital retailing Data as a platform
OUR PURPOSEDRIVEN STRATEGY P12 MAKE A DIFFERENCE P36
Make a difference
6. Failure to innovate:
disruptive technologies
and changing consumer
behaviours
Decreasing
Relevant strategic pillars
Risk and potential impact Key changes and outlook How we manage the risk
Failure to develop and implement
new products, services, and
technologies, and/or failure to adapt
to changing consumer behaviour
towards car buying and ownership,
could lead to us failing to deliver
our strategic objectives. Failure
to provide both customers and
consumers with the best possible
products and online journey,
including an online buying
experience, could lead to reduced
website traffic and loss of revenue.
We continue to focus on developing new products in both
our core business and in respect of our digital retailing
strategy. Doing so will enable more of the car buying
process to be completed online.
Central to our strategy is launching digital retailing on our
platform and we are continuing to develop and test new
products to ensure that they maximise value for customers
and consumers.
Our acquisition of Autorama (subject to regulatory
approval) will enable us to respond to changing consumer
behaviours, including in respect of an increasing trend
towards leasing of new EVs.
In the last year we have launched new innovations including
Market Extension, which enhances the reach of retailers
whereby they can advertise stock within selected locations
in the UK, meaning they no longer need to be constrained by
their geographical location.
We also enhanced our package offerings with two new
package levels which focused on providing customers with
new ways of gaining prominence in the search listings.
Our existing products were enhanced through our Retailer
Stores innovation, which enabled retailers to create a
bespoke brand destination on the Auto Trader platform,
helping to drive buyer engagement around both the
retailer’s stock and their brand.
Continuous research into changing consumer
behaviour, regular horizon scanning and
monitoring of emerging trends, use of external
resources where needed, and regular contact
with similar businesses around the world.
An inclusive and diverse workforce enables us
to maximise creativity and performance, leading
to innovation.
An agile and collaborative culture, as well
as continuous investment in technology,
maximises innovation.
Dedicated workstreams as part of our digital
retailing strategy aimed at developing the best
products to meet the needs of the consumer
and customer.
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
65
Auto Trader Group plc Annual Report and Financial Statements 2022
PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED
7. Regulatory risks
Unchanged
Relevant strategic pillars
Risk and potential impact Key changes and outlook How we manage the risk
The Group operates in a complex
regulatory environment. There is
a risk that the Group, or its
subsidiaries, fail to comply with
these requirements or to respond
to changes in regulations,
including GDPR and the Financial
Conduct Authority’s rules and
guidance. This could lead to
reputational damage, financial
or criminal penalties and impact
on our ability to do business.
Our strategic focus area to bring more of the car buying
journey online has the potential to increase the Group’s
exposure to regulatory risks, in particular the amount of
personal information that will be collected and in the
execution of the online finance application journey.
As we move further into digital retailing and following
the acquisition of Autorama (subject to approvals), in
the future we are likely to be exposed to increased risks
in relation to FCA and GDPR.
In the last year, in both response to, and anticipation
of, changes in regulatory risk, we have increased our
resource in relation to risk and compliance monitoring,
and increased headcount in our Governance, Risk and
Compliance function. Overall, we consider the level of
risk unchanged.
We have dedicated internal expertise within the business
who are responsible for identifying, assessing and
responding to upcoming changes in laws and regulations,
and we utilise external specialists where necessary.
We have a mature governance framework to oversee our
legal and regulatory risks. The various governance forums
receive regular internal reporting on our compliance with
the principles, rules and guidance applicable to our
regulated activities.
We have a comprehensive suite of policies, training and
monitoring procedures to ensure awareness of, and
compliance with, regulatory requirements, including
Information security, Data protection, Financial
promotions, Product change management, Complaints
handling and Vulnerable customers. We review these
regularly to ensure that they remain relevant and in line
with the latest laws and regulations.
Auto Trader Limited has implemented the FCA’s Senior
Managers & Certification Regime, which came into effect
in December 2019. The relevant individuals have been
assessed and certified as Fit and Proper. All employees
are subject to the FCA’s Conduct Rules, and have received
appropriate training and guidance. We review the SMCR
framework regularly to ensure that any internal changes
are captured in our framework.
We have increased headcount in our Governance, Risk
and Compliance function.
Outsourced internal audit services provided by Deloitte
regularly include internal audits of FCA and GDPR
related areas.
8. Competition
Decreasing
Relevant strategic pillars
Risk and potential impact Key changes and outlook How we manage the risk
There are several online
competitors in the automotive
classified market, and
alternative routes for consumers
to sell cars, such as car buying
services or part-exchange. If
competitors develop a superior
consumer experience or superior
retailer products, we may lose
our market share. Competitors
could also influence change in
consumer focus, expand their
range of stock and provide
products/services we are
unable to compete with.
Data insights suggest that competitors are not taking
significant market share. For example, our data shows
that we have c.90% prompted brand awareness with
consumers. We also maintained our position as the UK’s
largest and most engaged automotive marketplace for
new and used cars, with over 75% of all minutes spent on
automotive classified sites spent on Auto Trader.
Nevertheless, the competitive landscape continues to
develop, with low barriers to entry to the market. Previous
concerns, however, over big players entering the market,
such as Facebook, have not led to any notable decrease
in our market share over the last year, albeit we do still
consider this to be a threat. It therefore remains
imperative that we are innovative in both our strategic
initiatives as well as improving our existing, core
advertising business.
We continue to see retailers and manufacturers evolving
their online offerings, and as we diversify our own product
offering we broaden our competitive landscape,
potentially leading to exposure to increased competition.
Our data shows that we have the largest and most engaged
audience of any UK automotive site. Our continued
investment in our brand helps us to protect and grow our
audience, to ensure that we remain the most influential
website for consumers when purchasing a vehicle.
We monitor competitor activity closely through monthly
reporting and formal quarterly competitor reviews, and
regularly review this at OLT and Board level.
We continue to invest in and develop our product offering
to improve the value we offer to consumers, retailers and
manufacturers.
We work in an agile way which enables us to respond quickly
to emerging competitive threats.
66 Auto Trader Group plc Annual Report and Financial Statements 2022
OUR STRATEGIC PILLARS
Marketplace Digital retailing Data as a platform
OUR PURPOSEDRIVEN STRATEGY P12 MAKE A DIFFERENCE P36
Make a difference
9. Brand and reputation
Decreasing
Relevant strategic pillars
Risk and potential impact Key changes and outlook How we manage the risk
Our brand is one of our biggest assets.
Our research shows that we are the
most trusted automotive classified
brand in the UK.
Failure to maintain and protect our
brand, or negative publicity affecting
our reputation, such as from a data
breach, could diminish the confidence
that retailers, consumers and
advertisers have in our products and
services, and result in a reduction in
audience and revenue.
Our research shows that Auto Trader has c.90%
prompted brand awareness with consumers. We are
also voted regularly as the most influential automotive
website by consumers in the car buying process.
As we venture further with our digital retailing strategy
we will need to ensure that our branding positions us
as the most suitable place to transact online.
We continue to see very low levels of fraudulent and
misleading adverts, due to additional measures and
monitoring techniques used by our security team.
We also make use of a customer watch list which aims
to manage our platforms proactively in line with our
values and relevant regulations, to identify and stop
customer behaviour that could harm consumers,
retailers or the Auto Trader brand.
Overall, we consider there to be a decreasing risk to
our brand and reputation.
We have a clear and open culture with a focus on trust
and transparency.
We have a dedicated customer security team, who
closely monitor our site to identify and quickly remove
fraudulent or misleading adverts.
We invest in new and innovative marketing campaigns
and new ways of engaging car buyers to continue to
maintain brand awareness, and to change perceptions
of Auto Trader to be a destination for new cars as well
as used.
Our approach to cyber security and data protection
helps to protect us from the adverse impact of a
significant data breach or cyber attack.
We have well developed breach reporting and crisis
management programmes that enable us to identify,
escalate and appropriately handle any emerging
issues that could result in reputational damage.
10. External catastrophic
and geo-political
events
Decreasing
Relevant strategic pillars
Risk and potential impact Key changes and outlook How we manage the risk
In a connected, global industry,
we are increasingly prone to the
impacts of external events around
the globe on our business, as are
our customers. We consider there to
be a threat to the short-to-mid-term
performance of our business
posed by external, unpreventable,
catastrophic and geo-political
events. Such events could result in
our customers being unable to trade,
leading to loss of revenue, stock,
audience, and loss of market share.
The impacts of unpreventable external catastrophic and
geo-political events can be widespread and long-lasting
for us and our customers. We consider the increasingly
connected world to be more susceptible than ever to the
knock-on impacts of these events.
Examples of some external events in recent times which
have, and continue to, impact adversely on our business
include the following:
COVID-19 pandemic;
Supply shortages from the Suez Canal obstruction;
Brexit;
Military conflict in Ukraine;
Extreme weather events; and
Global semi-conductor shortage.
It is of paramount importance to the resilience of our
business that we can anticipate, and respond quickly to,
the impacts of external events, particularly those which
impact on our customers adversely. We are therefore
continuously reviewing our business continuity and crisis
management arrangements to ensure that they consider
the impacts of external events.
We have responded well to the impacts of COVID-19 and the
government has removed most restrictions. We therefore
consider that the threat posed by external catastrophic
and geo-political events to be decreasing compared to last
year. Nevertheless, we remain wary of the threats posed
by external events and we continue to review our crisis
and business continuity arrangements regularly.
We monitor external events continuously and assess
proactively the ways in which our business could be
impacted, both in the short term, but also in the
longer term.
Our PR team are responsible for liaising externally
in the event of a crisis.
We have a business continuity plan, IT disaster
recovery plan, and wider crisis management
arrangements, all of which set out the key steps
required for us to respond to the risk and restore
operations in the event of downtime.
We have identified the key internal stakeholders
who are responsible for crisis management across
all areas of the business. We have also nominated
delegates to minimise single person dependencies.
Our crisis management arrangements are tested
regularly via simulated ‘war games’ scenarios. All key
stakeholders within the organisation are involved and
we capture lessons learned to continually improve
our crisis management arrangements.
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
67
Auto Trader Group plc Annual Report and Financial Statements 2022
In accordance with the UK
Corporate Governance Code 2018
(the ‘Code’), the Directors have
assessed the prospects and
viability of the Group over a period
significantly longer than 12 months
from the approval of these
financial statements.
Assessment of prospects
The Group’s overall strategy and business
model, as set out on pages 12 to 15, and
pages 10 and 11, respectively, are central to
assessing its future prospects. The Group’s
aim is to grow both its car buying and selling
audiences, thereby strengthening its core
advertising business. It will change how the
UK shops for cars by providing the best
online car buying experience and enabling
all retailers to sell online.
As such, key factors likely to affect the
future development, performance and
position of the Group are:
data and technology: continuous
investment is made in developing
platform technologies which leads to
improvements for consumers, retailers
and manufacturers;
market position: the Group is the UK
and Ireland’s largest digital automotive
marketplace, with the largest volume
of in-market car buyers and the most
influential website a consumer visits
when purchasing a vehicle; and
people: continued success and growth
are dependent on the ability to attract,
retain and motivate a highly skilled
workforce, with a particular focus on
specialist technological and data skills.
The Board has determined that a period
of five years to March 2027, which was
previously a period of three years, is the
most appropriate period to provide its
viability statement due to:
it allows consideration of the longer-term
viability of the Group;
it being more aligned with the Group’s
strategic planning process;
it reflects reasonable expectations in
terms of the reliability and accuracy
of operational forecasts.
The Groups prospects are assessed
primarily through its strategic planning
process. This process includes an annual
review of the ongoing plan, led by the Group
CEO and CFO through the Operational
Leadership Team and in conjunction with
relevant functions. The Board participates
fully in the annual process and has the task
of considering whether the plan continues
to take appropriate account of the external
environment including technological, social
and macro-economic changes.
The output of the annual review process is a set
of objectives which collectively form our three
strategic pillars and our make a difference
strategy, an analysis of the risks that could
prevent the plan being delivered, and the
annual financial budget. The latest updates
to the plan were finalised in March 2022, which
considered the Group’s current position and
its prospects over the forthcoming years.
Detailed financial forecasts that consider
customer numbers, stock levels, ARPR, revenue,
profit, cash flow and key financial ratios
have been prepared for the five-year period
to March 2027. Funding requirements have
also been considered, with particular focus on
the ongoing compliance with the covenants
attached to the Groups Syndicated revolving
credit facility (‘Syndicated RCF’).
The first year of the financial forecasts is
based off the Group’s 2023 annual financial
budget. The following years are prepared
in detail and are flexed based on the actual
results in year one. Progress against financial
budgets, forecasts and strategic objectives
are reviewed monthly by both the Operational
Leadership Team and the Board.
The key assumptions in the financial forecasts,
reflecting the overall strategy, include:
continued growth in our core
marketplace, as we develop our
advertising platform and we continue
to invest in our search experience;
growth in digital retailing, as we continue
to evolve both our products and
consumer experience, bringing more
of the car buying journey online;
growth in the use of our data, being the
industry standard platform and further
embedding our data into the industry, giving
buyers and retailers up-to-date insight;
increase in costs through salaries as
the Group continues to grow, supporting
and developing new products; and
the initial consideration of the Autorama
acquisition has been included but no impact
on revenue or profit as the transaction is still
waiting for regulatory approval.
These key assumptions are reflected in the
Groups principal risks and uncertainties,
which are set out on pages 61 to 67. The
purpose of the principal risks is primarily
to summarise those matters that could
prevent the Group from delivering on its
strategy. A number of other aspects of the
principal risks – because of their nature or
potential impact – could also threaten the
Group’s ability to continue in business in its
current form if they were to occur. This was
considered as part of the assessment of
the Group’s viability, as explained below.
Assessment of viability
The output of the Group’s strategic and
financial planning process detailed
previously reflects the Board’s best
estimate of the future prospects of the
business. To make the assessment of
viability, however, additional scenarios
have been modelled over and above those
in the ongoing plan, based upon a number
of the Group’s principal risks and
uncertainties which are documented
on pages 61 to 67. These scenarios were
overlaid into the plan to quantify the
potential impact of one or more of these
crystallising over the assessment period.
While each of the Group’s principal risks has
a potential impact and has therefore been
considered as part of the assessment, only
those that represent severe but plausible
scenarios have been modelled through the
plan. These were as follows:
Scenario 1: returning pandemic
Link to risks: Economy, market
and business environment
The COVID-19 global pandemic and the
impact to the UK economy have been
considered. Government restrictions resulted
in the temporary closure of retailer forecourts
and impacted on consumer buying behaviour
for large portions of FY21. Through the
lockdown periods, the Group provided free
advertising for retailers to support our
customers and maintain live stock on site.
Viability statement.
PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED
68 Auto Trader Group plc Annual Report and Financial Statements 2022
In this scenario, we assume COVID-19 or a
similar infectious disease returns resulting
in a further lockdown, closing retailer
forecourts, that lasts for a three-month
period from December 2022 to February
2023. Through this period, we have assumed
that retailer advertising is once again made
free of charge, resulting in a 99% decrease
in Retailer revenue across those months.
We have also assumed an 80% decrease
in Consumer Services revenue and a 75%
decrease in revenue from Manufacturer
and Agency.
Following this period, it is assumed that
there is a recovery and the Group reverts
to its normal charging model. Minimal
long-term impact is expected on retailer
numbers as seen in previous lockdowns
due to the support given.
Scenario 2: data breaches
Link to risks: IT systems and cyber security,
Regulatory risks, Brand and reputation
The impact of any regulatory fines has
been considered. The biggest of these is
the General Data Protection Regulation
(‘GDPR’) fine for data breaches, which was
enacted in May 2018. This scenario assumes
a data breach resulting in the maximum
fine, coupled with a significant level of
reputational damage to the Group’s brand.
As a result of the data breach, a severe
reduction in revenue was modelled through
Trade, resulting in an initial 50% decrease in
revenue driven by lost retailers. An initial
40% decrease in Consumer Services and a
60% decrease in Manufacturer and Agency
revenue was also assumed through the
loss of consumer and partner confidence.
Modest recovery was assumed after the
data breach for the remainder of the
financial year to March 2023. Marketing
costs were increased to model a potential
need to increase traffic in H2 2023.
Scenario 3: banning the sale of diesel cars
Link to risks: Economy, market and
business environment, Climate change
and Failure to innovate
The impact of climate change has been
considered, through the potential ban of
diesel cars. The government has outlined
plans to ban the sale of new conventional
petrol and diesel cars from 2030. This
scenario assumes the government brings
forward the ban of diesel cars, and also
applies it to used cars, in the financial year to
March 2026. This would result in a significant
impact on stock available as well as a loss of
retailers who cannot operate viably without
the sale of diesel cars.
As a result of the ban on diesel cars,
approximately one third of retailers are lost,
with underlying ARPR reducing through a loss
of stock resulting in a 45% decrease in Trade
revenue. A 35% decrease in Consumer Services
was assumed through lost private diesel car
volumes. A modest impact to Manufacturer
and Agency was assumed with Manufacturers
well progressed into the transition to selling
electric vehicles. Modest recovery was
assumed through retailers beyond the
financial year to March 2026. Minimal cost
impact was assumed due to the nature of
the event and how the Group operates.
Scenario 4: a combination
of all three scenarios above
Link to risks: All of the above
This is seen as a worst-case scenario,
and highly unlikely.
The Russian invasion of Ukraine
The Russian invasion of Ukraine has the
potential to materially impact the
automotive value chain. As Russia is an
exporter of key metals and other materials
used in parts production, and Ukraine makes
components used in production such as
wiring harnesses, there is a direct disruption
and rising price risk. The supply chain is
already impacted by semi-conductor supply
issues, and there could be a further impact
to new car transactions. This scenario has
not been modelled, as the Group does not
feel there is currently sufficient plausible
impact, however it will continue to monitor
the situation.
Rising levels of inflation
Inflation is resulting in a sharp rise in the
cost of living. This cost of living rise has the
potential to impact short-term demand
for vehicles and be a catalyst for longer-
term changes in the ownership model of
vehicles, potentially including a rise in
subscription-based models. In the period
of the viability assessment, the Group
believes the scenarios modelled would
have a more significant impact and
therefore there is no specific scenario
on changing inflation and cost of living.
Credit facility
The above scenarios consider the biannual
covenants attached to the Group’s
Syndicated RCF ensuring thresholds are
met. The scenarios are hypothetical
and severe for the purpose of creating
outcomes that have the ability to threaten
the viability of the Group.
The results of the stress testing
demonstrated that due to the Group’s
significant free cash flow, access to the
Syndicated RCF and the Board’s ability to
adjust the discretionary share buyback
programme, it would be able to withstand
the impact of any of these scenarios,
remain cash generative and meet the
obligations of the debt facility.
Viability statement
Based on their assessment of prospects and
viability above, the Directors confirm that
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 five-year period ending March 2027.
Going concern
The Directors also considered it appropriate
to prepare the financial statements on the
going concern basis, as explained in the
Basis of preparation paragraph in note 1
to the financial statements.
The Company’s Strategic report, set
out on pages 2 to 69, was approved
by the Board on 26 May 2022 and
signed on its behalf by:
Nathan Coe
Chief Executive Officer
26 May 2022
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
69
Auto Trader Group plc Annual Report and Financial Statements 2022
GOVERNANCE OVERVIEW
These reports explain our governance policies and
procedures in detail and describe how we have applied the principles
contained in the UK Corporate Governance Code 2018 (the ‘Code’).
Dear shareholder
Compliance with the Corporate
Governance Code
The Company complied with all provisions
set out in the Code for the period.
Board composition
The composition of the Board is kept under
continual review to ensure that it has the
skills, experience and balance required of the
Board, including gender and ethnic diversity,
in the context of the Group’s strategy and for
the effective oversight of the Group.
The Board comprises five Independent
Non-Executive Directors, three Executive
Directors and myself as Chair. We have
increased the size of our Board by
appointing an additional Non-Executive
Director during the year, which helps the
Board to prepare for the succession cycle
that will result in two of our Non-Executive
Directors reaching the end of their nine-year
terms in 2024. All Directors will offer
themselves for election or re-election by the
shareholders at the forthcoming AGM.
Board evaluation
We carried out an internal evaluation
process this year. The evaluation showed
that the Board continues to operate very
effectively, with only a few minor points for
improvement. The results are included in
the Corporate governance statement on
page 76.
Annual General Meeting
Our Annual General Meeting (‘AGM’) will be
held at 10:00am on Thursday 15 September
2022 at 4
th
Floor, 1 Tony Wilson Place,
Manchester, M15 4FN. Myself and the other
Directors will join the meeting either in person
or by telephone. We strongly encourage all
shareholders to cast their votes by proxy, and
to send any questions in respect of AGM
business to ir@autotrader.co.uk.
Ed Williams
Chair
26 May 2022
63%
Board independence as at
31 March 2022 (excluding
the Chair)
56%
of our Board are female
as at 31 March 2022
BOARD LEADERSHIP AND COMPANY PURPOSE P76
KEY AREAS IN THIS SECTION
DIVISION OF RESPONSIBILITIES P77
COMPOSITION, SUCCESSION AND EVALUATION P78
AUDIT, RISK AND INTERNAL CONTROL P81
REMUNERATION P81
ROLES AND RESPONSIBILITIES
Enabling the Board and its Committees to operate efciently and
focus on the right areas of responsibility.
Main responsibilities include:
Providing leadership for the
long-term success of the Group.
Monitoring delivery of business
strategy and objectives;
responsibility for any necessary
corrective action.
Overall authority for the
management of the Group’s
business, strategy, objectives and
development.
Oversight of operations including
effectiveness of systems
of internal control and risk
management and high standards
of business conduct.
Approval of the Annual Report and
Financial Statements, equitable
engagement with shareholders and
the wider investment community.
Approval of changes to the capital,
corporate and/or management
structure of the Group, the dividend
policy and capital policy.
Engagement with and
consideration of the interests of
employees and other stakeholders.
Consideration of the business’s
impact on the community and the
environment, and oversight of climate
related risks and opportunities.
THE BOARD
70 Auto Trader Group plc Annual Report and Financial Statements 2022
Committees of the Board
The Board has established the following Committees and has delegated certain
functions and tasks within their approved Terms of Reference. This allows the
Board to operate efciently and focus on relevant areas of its responsibilities.
The membership of each Committee and a summary of its role is below.
The full Terms of Reference of each Committee are published on the
Company’s website at plc.autotrader.co.uk/investors.
READ MORE P82
NOMINATION COMMITTEE
Members
Ed Williams (Chair)
Jill Easterbrook
Jasvinder Gakhal
David Keens
Jeni Mundy
Sigga Sigurdardottir
Role and Terms of Reference
Reviews the structure, size
and composition of the Board
and its Committees, and
makes recommendations
to the Board. Also covers
diversity, talent development
and succession planning.
FIND OUT MORE ONLINE
DISCLOSURE COMMITTEE
Members
Nathan Coe
Jamie Warner
Claire Baty
Role and Terms of Reference
Assists the Board in
discharging its
responsibilities relating to
monitoring the existence of
inside information and its
disclosure to the market.
READ MORE P84
AUDIT COMMITTEE
Members
David Keens (Chair)
Jill Easterbrook
Jasvinder Gakhal
Jeni Mundy
Sigga Sigurdardottir
Role and Terms of Reference
Reviews and reports to the
Board on the Group’s financial
reporting, internal control,
whistleblowing, internal
audit and the independence
and effectiveness of the
external auditors.
READ MORE P94
REMUNERATION COMMITTEE
Members
Jill Easterbrook (Chair)
Jasvinder Gakhal
David Keens
Jeni Mundy
Sigga Sigurdardottir
Role and Terms of Reference
Responsible for all elements
of the remuneration of the
Executive Directors, the
Chair and senior employees.
A ROBUST CORPORATE GOVERNANCE FRAMEWORK
Driving change together.
Responsibly.
AUTO TRADER GROUP PLC BOARD
AUDIT
COMMITTEE
NOMINATION
COMMITTEE
REMUNERATION
COMMITTEE
CORPORATE
RESPONSIBILITY
COMMITTEE
DISCLOSURE
COMMITTEE
EXTERNAL
AUDITORS
INTERNAL
AUDITORS
OTHER
EXTERNAL
ASSURANCE
AUTO TRADER LIMITED BOARD
OPERATIONAL LEADERSHIP TEAM & SENIOR LEADERS
RISK FORUM  SCOPE
OF RISK FORUM
INCLUDES CLIMATE
FCA GOVERNANCE
COMMITTEE
HEALTH & SAFETY
COMMITTEE
GDPR STEERING
DISASTER RECOVERY
STEERING
CYBER SECURITY
WORKING GROUP
TRUST FORUM
RISK MANAGEMENT
INTERNAL CONTROL
FCA COMPLIANCE
GDPR COMPLIANCE
LEGAL TEAM
PROCUREMENT
CYBER SECURITY TEAM
SECOND LINE
FUNCTIONS
THIRD LINE
ENVIRONMENT STRATEGY
SUSTAINABILITY
NETWORK
AUTOMOTIVE
NETWORK
NET ZERO
WORKING
GROUP
EV WORKING
GROUP
EMPLOYEE GUILDS & NETWORKS
CAREER
KICKSTART
NETWORK
FAMILY
NETWORK
BAME
NETWORK
LGBT+
NETWORK
DISABILITY &
NEURODIVERSITY
NETWORK
MAKE A
DIFFERENCE
GUILD
WOMEN’S
NETWORK
WELLBEING
GUILD
AGE
NETWORK
BOARD
ENGAGEMENT
GUILD
SECOND LINE FORUMS
AND COMMITTEES
READ MORE P90
CORPORATE RESPONSIBILITY
COMMITTEE
Members
Jeni Mundy (Chair)
Jill Easterbrook
Jasvinder Gakhal
David Keens
Sigga Sigurdardottir
Role and Terms of Reference
Assists the Board in
fulfilling its oversight
responsibilities in respect
of corporate responsibility
and sustainability for the
Company and the Group
as a whole.
plc.autotrader.co.uk/investors
MAKE A DIFFERENCE P36 HOW WE MANAGE RISK P58
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
71
Auto Trader Group plc Annual Report and Financial Statements 2022
3
4
3
5
Percentage of independent Directors
on the Board: 57.1%
Percentage of independent Directors
on the Board: 62.5%
Independent
Non-independent
4
4
Percentage of women on the Board: 50.0%
4
5
Percentage of women on the Board: 55.6%
Women
Men
3
4
3
5
Percentage of independent Directors
on the Board: 57.1%
Percentage of independent Directors
on the Board: 62.5%
Independent
Non-independent
4
4
Percentage of women on the Board: 50.0%
4
5
Percentage of women on the Board: 55.6%
Women
Men
BOARD OF DIRECTORS
Biography
Ed was appointed as Chair of
Auto Trader Group plc in February 2015.
He was the founding Chief Executive
of Rightmove plc, serving in that
capacity from November 2000 until
his retirement from the business in
April 2013. Rightmove plc was floated
on the London Stock Exchange in
February 2006. Prior to Rightmove,
Ed spent the majority of his career
as a management consultant with
Accenture and McKinsey & Co.
Ed holds an MA in Philosophy,
Politics and Economics from
St Anne’s College, Oxford.
Appointed to PLC Board
February 2015
Independent on appointment?
Yes
External appointments
Baltic Classifieds Group plc
Committee memberships
Nomination (Chair)
Ed Williams
Chair
Biography
Nathan was first appointed to the
Board as Chief Operating Officer
(‘COO’) in April 2017 and as Chief
Financial Officer (‘CFO’) in July 2017.
Nathan was appointed Chief Executive
Officer (‘CEO’) in March 2020, following
the announcement of former CEO
Trevor Mather’s retirement.
Nathan joined Auto Trader in 2007
to oversee the transition from a
magazine business to a pure digital
company. Prior to his appointment
to the Board, Nathan was the joint
Operations Director, sharing
responsibility for the day-to-day
operations of the business.
Prior to joining Auto Trader, Nathan
was at Telstra, Australia’s leading
telecommunications company, where
he led Mergers and Acquisitions and
Corporate Development for its media
and internet businesses. He was
previously a consultant at PwC,
having graduated from the University
of Sydney with a B.Com (Hons).
Appointed to PLC Board
April 2017
Independent on appointment?
N/A
External appointments
None
Committee memberships
Disclosure
Nathan Coe
Chief Executive Officer
As at 31 March 2021 As at 31 March 2022 As at 31 March 2022As at 31 March 2021
Independence
1
Gender diversity
1. Excluding the Chair.
72 Auto Trader Group plc Annual Report and Financial Statements 2022
White
Ethnically diverse
8
8
1
0-3 years
3-6 years
6-9 years
33
2
44
1
Biography
Catherine joined Auto Trader in August
2017 and was appointed as Chief
Operating Officer (‘COO’) in May 2019.
Catherine is responsible for the
day-to-day operations of Auto Trader’s
business. She is also focused on guiding
the Group’s strategy and development.
Prior to this, Catherine was Chief
Operating Officer at Addison Lee,
Corporate Development Director
at Trainline and a Director at Close
Brothers Corporate Finance.
Catherine graduated from the University
of Durham with a BA in Economics and
is a qualified Chartered Accountant,
training at PwC.
Appointed to PLC Board
May 2019
Independent on appointment?
N/A
External appointments
None
Committee memberships
None
Catherine Faiers
Chief Operating Officer
Biography
Jamie was appointed Chief
Financial Officer (‘CFO’) in
March 2020. Prior to this he was
Auto Trader’s CFO-Designate
and Deputy CFO. During his time
at Auto Trader, Jamie has worked
in a variety of different roles across
finance, covering commercial
finance, financial reporting,
pricing and investor relations.
Jamie initially worked as a freight
derivatives broker for inter-dealer
broker GFI. Jamie left to join a
start-up company, Swapit,
developing a children’s online
swapping and trading community,
that was subsequently acquired
by Superawesome. He then joined
Auto Trader in 2012.
Jamie graduated from Bristol
University with a BSc in Economics
and Economic History and is a
qualified Chartered Management
Accountant.
Appointed to PLC Board
March 2020
Independent on appointment?
N/A
External appointments
None
Committee memberships
Disclosure
Jamie Warner
Chief Financial Officer
Ethnic diversity
1
As at 31 March 2021 As at 31 March 2022
Length of tenure
2
As at 31 March 2021 As at 31 March 2022
1. As per the Parker Review, a Director was defined as being ethnically
diverse if they identified as Asian, Black, Mixed or Other.
2. Refers to the period since appointment to the PLC Board.
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
73
Auto Trader Group plc Annual Report and Financial Statements 2022
Biography
David was appointed as a Non-Executive
Director on 1 May 2015.
David was previously Group Finance
Director of NEXT plc (1991 to 2015) and its
Group Treasurer (1986 to 1991). He was a
Non-Executive Director and Audit Chair
of J Sainsbury plc (2015 to 2021), and most
recently has taken up the role as Senior
Independent Non-Executive Director
and Audit Chair of Moonpig Group plc.
Previous management experience
includes nine years in the UK and
overseas operations of multinational
food manufacturer Nabisco (1977 to
1986) and prior to that seven years in
the accountancy profession.
David is a member of the Association of
Chartered Certified Accountants and of
the Association of Corporate Treasurers.
Appointed to PLC Board
May 2015
Independent on appointment?
Yes
External appointments
Moonpig Group plc
Committee memberships
Audit (Chair)
Corporate Responsibility
Nomination
Remuneration
Biography
Jasvinder was appointed as
a Non-Executive Director on
1 January 2022.
Jasvinder is currently Managing
Director of Motor at Direct Line
Group, leading Motor Insurance
strategy and business delivery
across household names such as
Direct Line, Churchill and Privilege,
and is a member of the Direct Line
Group Executive Team. Prior to this,
she held a number of roles within
Direct Line including most recently
Chief Strategy Officer and before
that, Managing Director of Direct
Line for Business.
Jasvinder is a champion of gender
diversity and women in top positions
in business. She has been named on
Green Park’s BAME 100 Board Talent
Index, on the Cranfield University Top
100 women to watch in 2018 list and
also featured on the Northern Power
Women list of ‘Top 50 Women to Watch’.
Appointed to PLC Board
January 2022
Independent on appointment?
Yes
External appointments
UK Insurance Business Solutions
Limited
Committee memberships
Audit
Corporate Responsibility
Nomination
Remuneration
David Keens
Senior Independent Non-Executive Director
Biography
Jill was appointed as a Non-Executive
Director to the Board on 1 July 2015.
Jill is also a Non-Executive Director
of Ashtead Group plc, the FTSE100
international equipment rental
company; a Non-Executive Director of
UP Global Sourcing Holdings plc, a FTSE
small cap consumer goods business;
and is Chair of Headland Consultancy,
a PR and Communications agency.
Jill brings strong digital experience
within retail environments to the Board.
Previously, Jill was a member of the
Executive Committee at Tesco Plc where
she held a variety of senior roles, and
was the Chief Executive Officer of JP
Boden & Co. She also spent time as a
management consultant having started
her career at Marks & Spencer.
Appointed to PLC Board
July 2015
Independent on appointment?
Yes
External appointments
Ashtead Group plc
UP Global Sourcing Holdings plc
Headland Consultancy
Committee memberships
Remuneration (Chair)
Audit
Corporate Responsibility
Nomination
Jill Easterbrook
Independent Non-Executive Director
74 Auto Trader Group plc Annual Report and Financial Statements 2022
BOARD OF DIRECTORS CONTINUED
Jasvinder Gakhal
Independent Non-Executive Director
Biography
Sigga was appointed as a
Non-Executive Director to the Board
effective 1 November 2019.
Sigga has worked in the financial
services industry since 2001,
pioneering digital transformation at
both American Express and
Santander UK. She was responsible
for the development and launch of
Asto, a Santander Fintech business,
providing innovative cash flow
solutions to small businesses. Most
recently, Sigga was at Tesco Bank
from August 2019 to April 2022 in the
role of Chief Customer Officer.
Sigga holds a doctorate in Leadership
and Innovation from Manchester
Business School, an MBA from IESE
Business School as well as a BS degree
in Marketing from the University of
South Carolina.
Appointed to PLC Board
November 2019
Independent on appointment?
Yes
External appointments
Frumtak Ventures
Committee memberships
Audit
Corporate Responsibility
Nomination
Remuneration
Biography
Claire joined Auto Trader in
July 2015 and is Company Secretary
and Director of Governance.
She is responsible for corporate
governance; legal services;
regulatory compliance; customer
security; procurement; and risk
management.
Claire was previously Deputy
Company Secretary at Betfair Group
plc and prior to that was Company
Secretary at Centaur Media plc.
Claire is a qualified accountant,
a member of the Institute of
Chartered Secretaries and
Administrators and holds an MBA
from Manchester Business School.
Biography
Jeni was appointed as a Non-Executive
Director on 1 March 2016.
Jeni is currently Visa Inc’s SVP Global
Head of Merchant Sales and Acquirers
responsible for driving the growth of
digital commerce for the world’s sellers.
She joined Visa in 2018 as the Managing
Director for UK and Ireland. Jeni was
previously at Vodafone Plc (1998 to 2017).
Most recently she held Group Director
roles across product management
and sales. Prior to that she was Chief
Technology Officer on the UK and
New Zealand Executive Boards.
Jeni started her career as a
Telecommunications Engineer in New
Zealand and holds an MSc in Electronic
Engineering from Cardiff University.
Appointed to PLC Board
March 2016
Independent on appointment?
Yes
External appointments
Visa UK Ltd
Committee memberships
Corporate Responsibility (Chair)
Audit
Nomination
Remuneration
Jeni Mundy
Independent Non-Executive Director
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
75
Auto Trader Group plc Annual Report and Financial Statements 2022
Sigga Sigurdardottir
Independent Non-Executive Director
Claire Baty
Company Secretary
CORPORATE GOVERNANCE STATEMENT
This Corporate governance statement explains key
features of the Company’s governance framework and how it complies
with the UK Corporate Governance Code published in 2018 by the
Financial Reporting Council.
Introduction
This statement also includes items required
by the Listing Rules and the Disclosure
Guidance and Transparency Rules (‘DTRs’).
The UK Corporate Governance Code (the
‘Code’) is available on the Financial
Reporting Council website at frc.org.uk.
Compliance with the 2018 Code
The Company has complied in full with all
provisions of the 2018 Corporate Governance
Code during the year. This report is structured
to follow each of the sections of the Code:
Board leadership and
company purpose
Strategy
The Board is responsible for setting the
Group’s purpose, for determining the basis
on which the Group generates value over
the long term and developing a strategy for
delivering the objectives of the Group. The
Strategic report, which can be found on
pages 2 to 69, sets out the Group’s purpose,
strategy, objectives and business model.
Culture
Auto Trader has a distinctive culture that
is values-oriented and underpinned by a
diverse and inclusive workforce. The Board
plays an important role in ensuring that this
culture remains aligned with our long-term
strategy, in setting values, demonstrating
behaviours consistent with these values,
and in monitoring the culture and
behaviours of the organisation.
Following a long period where the majority
of employees were working remotely due
to COVID-19 restrictions, the Board has
discussed on a regular basis the plans
for employees to return to the office on
a hybrid basis, and how this may impact
on the Group’s culture, and in particular
in preserving our highly collaborative
ways of working.
The Board receives a quarterly Cultural
Scorecard, designed to allow monitoring
of various cultural indicators such as staff
retention, diversity, investment in training,
absences, employee engagement and
customer feedback. The Board receives
and discusses this on a regular basis during
Board meetings.
Workforce engagement
A Board Engagement Guild has been
established as the core mechanism by which
the Board engages with the workforce.
The Board Engagement Guild comprises
members from across different parts of the
business and canvasses views and opinions
from their colleagues to share with the
Board. They are all active members of the
Company’s other existing guilds, which
cover areas such as family & wellbeing,
diversity & inclusion and sustainability.
The Board has decided that it is not
appropriate to designate a specific NED
to carry out this role and instead shares
this role across all NEDs, and so the Guild
meets with the Chair and all Non-Executive
Directors (without Executive Directors or
any members of senior management
present). Despite the ongoing restrictions
which continued to be in place for parts
of the year as a result of the COVID-19
pandemic, the Board continued to engage
directly with the workforce over video
conference and met three times, covering
topics including sustainability and the
environment, our hybrid working approach
(Connected Working), digital retailing and
our annual employee engagement survey.
The Guild also provided feedback to the
Remuneration Committee on the
Remuneration Policy, framework and
proposed structure and targets for FY23.
As well as the Guild there are already a
number of established ways in which the
Company engages with the workforce,
for example, regular check-in surveys and
an annual employee engagement survey;
attendance by NEDS at some of our diversity
and inclusion guild events; an annual
conference (held virtually during 2021/22);
regular sharing of information from the CEO
via regular business updates, emails and
videos; and informal open forums.
Engagement with shareholders
The Board has a comprehensive investor
relations programme to ensure that existing
and potential investors understand the
Companys strategy and performance.
As part of this programme, the Executive
Directors give formal presentations to
investors and analysts on the half-year
and full-year results in November and
May /June respectively. These updates
are webcast live and then posted on the
Group’s investor relations website and
are available to all shareholders.
The results presentations are followed by
formal investor roadshows, taking place
both virtually and in person during 2021/22,
and covering UK and overseas shareholders.
There is also an ongoing programme of
attendance at conferences, one-to-one
and group meetings with institutional
investors, fund managers and analysts.
These meetings, which continued to be held
on a virtual basis throughout the year, cover
a wide range of topics, including strategy,
performance and governance, but care is
exercised to ensure that any price-sensitive
information is released to all shareholders,
institutional and private, at the same
time. Meetings which relate to governance
are attended by the Chair or another
Non-Executive Director as appropriate.
Private shareholders are encouraged to
give feedback and communicate with
the Board through ir@autotrader.co.uk.
The Board receives regular reports on
issues relating to share price, trading
activity and movements in institutional
investor shareholdings. The Board is also
provided with current analyst opinions,
forecasts and feedback from its joint
corporate brokers, Bank of America
and Numis, on the views of institutional
investors on a non-attributed and
attributed basis, and on the views of
analysts from its financial PR agency,
Powerscourt. Any major shareholders’
concerns are communicated to the
Board by the Executive Directors.
The Chair, the Senior Independent Director
and other Non-Executive Directors are
available to meet with shareholders and
arrangements can be made through the
Company Secretary.
Annual General Meeting
At the 2021 Annual General Meeting, all
resolutions were passed with votes in support
ranging from 93.55% to 99.99%. The 2022 AGM
will take place at 10:00am on Thursday
15 September 2022 at the Company’s
registered office at 4
th
Floor, 1 Tony Wilson
Place, Manchester, M15 4FN. Myself and
the other Directors will join the meeting.
All proxy votes received in respect of each
resolution at the AGM are counted and the
balance for and against, and any votes
withheld, are indicated. At the meeting
itself, voting on all the proposed resolutions
is conducted on a poll rather than a show
of hands, in line with recommended best
76 Auto Trader Group plc Annual Report and Financial Statements 2022
practice. We encourage shareholders
to cast their votes by proxy, and to send
any questions in respect of AGM business
to ir@autotrader.co.uk. Following the
meeting, responses to questions will
be published on the website at
plc.autotrader.co.uk/investors.
The Notice of the AGM can be found in a
booklet which is being mailed out at the same
time as this Annual Report. The Notice of the
AGM sets out the business of the meeting
and an explanatory note on all resolutions.
Separate resolutions are proposed in respect
of each substantive issue.
Results of resolutions proposed at the
AGM will be published on the Company’s
website: plc.autotrader.co.uk/investors
following the AGM.
Whistleblowing
A whistleblowing policy has been adopted
which includes access to a whistleblowing
telephone service run by an independent
organisation, allowing employees to raise
concerns on an entirely confidential basis.
Reports are directed to the Audit
Committee Chair and the Company
Secretary. The Audit Committee receives
regular reports on the use of the service,
any significant reports that have been
received, the investigations carried out
and any actions arising as a result.
Conflicts of interest
In accordance with the Company’s Articles
of Association, the Board has a formal
system in place for Directors to declare
conflicts of interest and for such conflicts
to be considered for authorisation.
Any external appointments or other
significant commitments of the Directors
require the prior approval of the Board.
None of the Executive Directors has any
external directorships as at the date of
this report. The Board is comfortable that
external appointments of the Chair and
the Non-Executive Directors do not create
any conflict of interest.
Concerns over operation of the Board
All of the Directors have the right to have
their opposition to, or concerns over,
any Board decision noted in the minutes.
Directors are entitled to take independent
professional advice at the Company’s
expense in the furtherance of their duties,
where considered necessary.
DIVISION OF RESPONSIBILITIES
CHAIR
Leadership and
governance of the Board.
Creating and managing
constructive
relationships between
the Executive and
Non-Executive Directors.
Ensuring ongoing and
effective communication
between the Board and
its key stakeholders.
Setting the Board’s
agenda and ensuring
that adequate time is
available for discussions.
Ensuring the Board
receives sufficient,
pertinent, timely and
clear information.
NONEXECUTIVE
DIRECTORS
Scrutinise and monitor
the performance of
management.
Constructively challenge
the Executive Directors.
Monitor the integrity of
financial information,
financial controls and
systems of risk
management.
CHIEF EXECUTIVE OFFICER
Responsible for the
day-to-day operations
and results of the Group.
Developing the Group’s
objectives, strategy
and successful execution
of strategy.
Responsible for the
effective and ongoing
communication with
stakeholders.
Delegates authority
for the day-to-day
management of the
business to the
Operational Leadership
Team (comprising the
Executive Directors and
senior management) who
have responsibility for all
areas of the business.
SENIOR INDEPENDENT
DIRECTOR
Acts as a sounding board
for the Chair.
Available to shareholders if
they have concerns which
the normal channels through
the Chair, Chief Executive
Officer or other Directors
have failed to resolve.
Meets with the other
Non-Executive Directors
without Executive
Directors present.
Leads the annual
evaluation of the Chair’s
performance.
COMPANY SECRETARY
Available to all
Directors to provide
advice and assistance.
Responsible for providing
governance advice.
Ensures compliance
with the Board’s
procedures, and
with applicable rules
and regulations.
Acts as secretary
to the Board and
its Committees.
To ensure a clear division of responsibility at the head of
the Company, the positions of Chair and Chief Executive
Officer are separate and not held by the same person.
The division of roles and responsibilities between the Chair
and the Chief Executive Officer is set out in writing and has
been approved by the Board.
David Keens is the Senior Independent Director.
The Board has adopted a formal schedule of matters
reserved for its approval and has delegated other specific
responsibilities to its Committees. The schedule sets out
key aspects of the affairs of the Company which the Board
does not delegate and is reviewed at least annually.
Each Committee has formally approved Terms of
Reference which are reviewed and approved at least
annually, or more frequently as circumstances require.
Details are published on our website at
plc.autotrader.co.uk/investors.
BOARD ROLES BOARD AND COMMITTEE RESPONSIBILITIES
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
77
Auto Trader Group plc Annual Report and Financial Statements 2022
CORPORATE GOVERNANCE STATEMENT CONTINUED
Composition, succession
and evaluation
At the date of this report, the Board
consists of the Non-Executive Chair,
five Independent Non-Executive Directors
and three Executive Directors.
Ed Williams was considered to be independent
on appointment. All of the Non-Executive
Directors (David Keens, Jill Easterbrook,
Jeni Mundy, Sigga Sigurdardottir and
Jasvinder Gakhal) are considered to be
independent in character and judgement,
and free of any business or other relationship
which could materially influence their
judgement. The Chair’s fees and the
Non-Executive Directors’ fees are disclosed
on page 106, and they received no additional
remuneration from the Company during the
year. Therefore, at 31 March 2022 and to the
date of this report, the Company is compliant
with the Code provision that at least half the
Board, excluding the Chair, should comprise
Independent Non-Executive Directors.
Board and Committee activities in 2022
The Board makes decisions in order to
ensure the long-term success of the Group
whilst taking into consideration the
interests of wider stakeholders, such as
employees, consumers, customers and
suppliers, and other factors as required
of it under s172 of the Companies Act 2006.
Board meetings are one of the mechanisms
through which the Board discharges this
duty, and in order to formalise this process,
a stakeholder framework has been
established which is applied to all Board
papers and discussions. Further
information about engagement with
the Groups stakeholders is included
on pages 20 and 21.
The Board’s activities are structured
through the year to develop and monitor
the delivery of the Group’s strategy and
financial results; to receive feedback from
and engage with stakeholder groups such
as employees, customers and suppliers;
and to maintain a robust governance and
risk management framework. The table
opposite sets out some of the Board’s key
activities during the year.
Board and Committee meetings
and attendance
Board meetings are planned around the key
events in the corporate calendar, including
the half-yearly and final results, the Annual
General Meeting (‘AGM’), and a strategy
meeting is held each year.
A monthly financial update call is also held
at which the Board discusses results with
operational management. Directors
usually spend a day visiting customers;
however, this was not possible in 2021/22,
due to COVID-19 restrictions, and so instead
we invited representatives from our main
customer groups to join the Board as part
of the annual strategy day.
During the year, the Chair and Non-Executive
Directors have met without Executive
Directors present. In addition, the Non-
Executive Directors have met without the
Chair and the Executive Directors present,
and the Senior Independent Director has
met with the Executive Directors.
Time commitment
Any external appointments or other
significant commitments of the Directors
require the prior approval of the Board.
None of the Executive Directors have any
external directorships as at the date of
this report. The Board is comfortable that
external appointments of the Chair and
the Non-Executive Directors do not impact
on the time that any Director devotes to
the Company.
Induction and development
All newly appointed Directors receive an
induction briefing on their duties and
responsibilities as Directors of a publicly
quoted company. There is a formal
induction programme to ensure that newly
appointed Directors familiarise themselves
with the Group and its activities, either
through reading, meetings with the relevant
member of senior management or through
sessions in the Board meetings.
Due to the COVID-19 restrictions, the
majority of the induction programme for
our most recently appointed NED was
delivered virtually. Specific focus areas in
the induction schedule include: statutory
and regulatory information, Board and
Committee specific information, business
overview and deep dives into people and
culture, technology and digital retailing.
The majority of Board meetings contain a
presentation from senior management on
one of the focus areas for the year. Specific
business-related presentations are given
to the Board by senior management and
external advisors when appropriate.
All Directors are offered the opportunity to
meet with customers and take part in sales
calls to understand the business from a
customer’s perspective, or to take part or
observe focus groups with consumers who
use our website. Directors receive regular
feedback from our sales and service team
to ensure they are kept informed of the
latest customer dialogue and sentiment.
The Board as a whole is updated, as
necessary, in light of any governance
developments as and when they occur,
and there is an annual Legal and Regulatory
Update provided as part of the Board
meeting. All Directors are required to
complete our annual compliance training
modules covering anti-bribery, anti-money
laundering, data protection, information
security and other relevant subjects.
As part of the Board evaluation, the Chair
meets with each Director to discuss any
individual training and development needs.
Attendance at meetings
Board
Nomination
Committee
Audit
Committee
Corporate
Responsibility
Committee
Remuneration
Committee
Number of scheduled
meetings held 11 2 4 3 3
Director
Ed Williams 11/11 2/2 N/A 2/2
3
N/A
Nathan Coe 11/11 N/A N/A 2/2
3
N/A
Catherine Faiers 11/11 N/A N/A 2/2
3
N/A
Jamie Warner 11/11 N/A N/A 2/2
3
N/A
David Keens
1
11/11 1/2 4/4 2/3 3/3
Jill Easterbrook 11/11 2/2 4/4 3/3 3/3
Jeni Mundy 11/11 2/2 4/4 3/3 3/3
Sigga Sigurdardottir 11/11 2/2 4/4 3/3 3/3
Jasvinder Gakhal
2
2/2 2/2 1/1 1/1 2/2
1. David Keens was unable to attend two meeting dates due to other commitments, but had an opportunity
to feed comments in to the Board and Committee Chairs prior to the meetings.
2. Appointed 1 January 2022; attendance relates to meetings post-appointment.
3. Committee membership was reviewed in December 2021 and the Chair and Executive Directors were
removed as members of the Committee. Attendance aligns to Committee membership dates.
In addition to the scheduled Board meetings detailed above, ad hoc calls took place
throughout the year relating to various financial and transactional decisions.
78 Auto Trader Group plc Annual Report and Financial Statements 2022
KEY ACTIVITIES OF THE BOARD AND COMMITTEES DURING FY2022
Review and approve the mid-term
financial plan for viability scenarios.
Strategy session focused on the
impact of electrification and the
evolution of Auto Trader.
Reviewed the technology strategy
with a focus on data platform.
Review of the implications of digital
retailing on organisational shape
and capability.
Acquisition of Autorama.
Deep dives into Guaranteed
Part-Exchange, finance, online
transactions, buy online and
sourcing and disposal priorities.
Deep dive into stock and prominence.
Review of the evolution of retailer
development and support.
Overview of competitive landscape.
Reviewed audience and
marketing plans.
Update provided from our joint
venture, Dealer Auction.
Review and approve FY22 Plan.
Approval of Annual Report
and Preliminary Results.
Review of debt facility.
Review of share buyback programme.
Approval of half-yearly report.
Review of tax compliance.
Board Engagement Guild meetings
covering topics including:
sustainability and the environment,
Connected Working, digital
retailing and our annual employee
engagement survey results.
Review of people changes,
recruitment, resourcing needs and
employee engagement.
Review of remuneration framework
and target setting.
Approval of FY21 bonus out-turn,
and Single Incentive Plan vesting for
senior management. PSP and Single
Incentive Plan targets and grants.
Succession planning.
Director and senior management
salary and fee reviews.
Quarterly shareholder analysis.
Review of feedback from analysts
and investors from results roadshows.
Review of dividend policy and
capital structure.
Review of feedback from investors
and proxy advisory agencies in
advance of Annual General
Meeting (‘AGM’).
Hosted the AGM on 17 September 2021.
Review of CRC materiality matrix,
rating agencies update, progress
on net zero strategy.
Governance and regulatory updates
including: training update in respect
of FCA requirements, external training
update in respect of ESG, external
legal and regulatory update.
Review and approval of Group
risk register.
Internal audit update including:
cyber, GDPR, FCA.
Review of insurance programme.
Review and approval of modern
slavery statement.
Review of internal and risk
management framework and
internal controls.
Review of external audit
effectiveness.
Board evaluation feedback
and action plan.
Review of crisis management
framework.
Business continuity planning.
Approval of material contracts.
STRATEGY AND GROWTH
PEOPLE AND CULTURE
OPERATIONAL
SHAREHOLDERS AND
OTHER STAKEHOLDERS
FINANCIAL
GOVERNANCE, RISK MANAGEMENT
AND INTERNAL CONTROL
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
79
Auto Trader Group plc Annual Report and Financial Statements 2022
CORPORATE GOVERNANCE STATEMENT CONTINUED
Results of the 2022 internal review
Areas of strength Areas for improvement
Key relationships are excellent and open, so that constructive challenge is
easy to make and well received. Discussions are inclusive and respectful.
Informal contact between Board members outside of Board meetings could
be more consistent, as this has varied throughout the COVID period.
There is strong engagement with stakeholders (including through the
Employee Engagement Guild and direct contact with customers). The wider
consequences of decisions, and the impact on different stakeholder groups
is well considered and articulated in Board papers and Board discussions.
Although Board papers generally are of outstanding quality and clarity, more
work could be done to reduce jargon and make the papers even more focused.
The succession planning process is well considered and long term, with
plans discussed and formalised years in advance.
The Board needs to ensure that it keeps under constant review the skills and
experience that it needs as the business model evolves.
The induction process for newly appointed Board Directors has significantly
improved, and there is a good focus on upskilling and updating the Board
(for example, FCA regulatory training and TCFD requirements).
Due to evolving requirements and changing Terms of Reference, there is a risk of
overlap between the Corporate Responsibility Committee, Nomination Committee,
Remuneration Committee and Board, which is being kept under review.
Action points arising from the 2021 external review Progress
Additional agenda items to be added including ESG, talent development,
oversight of the regulated business and cyber risks.
These have been incorporated into agendas over the past year.
Whilst the Operational Leadership Team do regularly attend Board and
Committee meetings, participation could further improve by bringing the
right managers into the room so that the Board hears directly from those
responsible.
Attendance has been wide in 2021/22, with attendance from managers as
well as the relevant OLT members.
Whilst in general, the Board has adapted to virtual meetings well, these
could be improved further. Post-pandemic, the Board will adopt a hybrid
approach to make the best use of technology, maintain flexibility and
optimise in-person time.
Virtual meetings have run well, and there is an agreed schedule for 2022/23
with a balance between face-to-face and virtual meetings.
The structure of Board discussions could be improved, by ensuring that the
papers set out upfront the main areas that management would like the
Board to consider, by upfront gathering of questions from the Board, and by
reviewing the balance of time between presentations and debate.
Board papers all follow a standard format, where key questions and issues
are set out upfront. Board discussions are structured so that questions are
collated at the start of the session. This new structure has been working well.
The next external evaluation is due in 2023/24.
Information and support available
to Directors
Full and timely access to all relevant
information is given to the Board. For Board
meetings, this consists of a formal agenda,
minutes of previous meetings and a
comprehensive set of papers including
regular operational and financial reports,
provided to Directors in a timely manner
in advance of meetings.
All Directors have access to the advice
and services of the Company Secretary,
Claire Baty. The appointment or removal
of the Company Secretary is a matter for
the whole Board.
Appointments to the Board
The Board has established a Nomination
Committee, chaired by Ed Williams, with all
other members comprising Independent
Non-Executive Directors. The main
responsibilities of this Committee are
to keep under review the structure, size
and composition of the Board and its
Committees; to identify and nominate
candidates for appointment to the Board;
and to ensure that there are formal and
orderly succession plans in place. The
work of the Committee is described on
pages 82 and 83.
The Board and its Committees have an
appropriate balance of skills, experience
and knowledge of the Group to enable them
to discharge their respective duties and
responsibilities effectively in accordance
with main principle K of the Code.
Biographies of all members of the Board
appear on pages 72 to 75.
Election of Directors
The Board can appoint any person to be
a Director, either to fill a vacancy or as an
addition to the existing Board. Any Director
so appointed by the Board shall hold office
only until the next AGM and shall then be
eligible for election by the shareholders.
The AGM Notice sets out the specific
reasons for reappointing each Director.
Board evaluation and effectiveness
An internal evaluation was conducted in 2021/22. The internal review included the completion of a detailed questionnaire by each
of the Board Directors, covering the following areas:
Board meetings and information flows;
the Board’s role, knowledge and skills;
Board composition and succession planning;
business strategy, performance and culture;
risk management;
engagement with shareholders and other stakeholders;
the operation of each of the Board’s Committees; and
a follow up on the recommendations raised in the previous review.
The results were reviewed by the Chair and then discussed with the Board in March 2022.
In addition, an assessment of the Chair’s performance was carried out, led by the Senior Independent Director, and feedback was provided to
him individually. Overall, the results showed that the Board and its Committees continue to operate both effectively and efficiently, that the
past two years of COVID disruption have been managed well, and that each individual Director continues to make an effective contribution.
80 Auto Trader Group plc Annual Report and Financial Statements 2022
Tenure of Chair
The 2018 UK Corporate Governance Code
contains a provision that the Chair should not
remain in post beyond nine years from the
date of their first appointment to the Board.
Ed Williams joined the Auto Trader business
as a Non-Executive Director in November 2010
when it was under private ownership. He
joined the Auto Trader Group plc Board in
February 2015 and the Company listed on
the London Stock Exchange in March 2015.
As disclosed in previous Annual Reports, the
Nomination Committee, led by David Keens as
Senior Independent Director, considered this
change in the Code and consulted with the FRC.
The understanding of the Committee and the
Board is that the nine-year period commences
on the date that Auto Trader listed on the
London Stock Exchange. The nine-year period
for Ed Williams therefore runs to March 2024.
However, it should be noted that these
comments are made in reference to the
maximum term stipulated in the new Code and
do not commit the Company or Ed Williams
to him remaining as Chair until 2024.
Letters of appointment
The Chair and the Non-Executive Directors
have letters of appointment which are
available for inspection at the registered
office of the Company during normal
business hours and at the place of the AGM
from at least 15 minutes before and until
the end of the meeting; or on request from
ir@autotrader.co.uk. These letters set out
the expected time commitment from each
Director. Non-Executive appointments to
the Board are for an initial term of up to
three years. Non-Executive Directors are
typically expected to serve two three-year
terms, although the Board may invite the
Director to serve for an additional period.
Audit, risk and internal control
The Board has established an Audit
Committee, chaired by David Keens and
comprised entirely of Independent
Non-Executive Directors. The Chair is not a
member of the Committee. The Committee
has defined Terms of Reference which
include assisting the Board in discharging
many of its responsibilities with respect
to financial and business reporting, risk
management, internal control, internal
audit and external audit. The work of the
Committee is described on pages 84 to 89.
Financial and business reporting
Assisted by the Audit Committee, the Board
has carried out a review of the 2022 Annual
Report and considers that, in its opinion, the
report is fair, balanced and understandable
and provides the information necessary
for shareholders to assess the Company’s
position and performance, business model
and strategy. Refer to the Report of the
Audit Committee on pages 84 to 89 for
details of the review process.
See pages 68 and 69 for the Board’s
statement on going concern and the
viability statement.
Risk management and internal control
The Company does not have a separate
Risk Committee; the Board is collectively
responsible for determining risk appetite,
and the nature and extent of the principal
risks it is willing to take in achieving its
strategic objectives.
The Board acknowledges its responsibility
for establishing and maintaining the
Group’s system of risk management and
internal controls and it receives regular
reports from management identifying,
evaluating and managing the risks within
the business. The system of internal
controls is designed to manage, rather than
eliminate, the risk of failure to achieve
business objectives and can provide only
reasonable, and not absolute, assurance
against material misstatement or loss.
The processes in place for assessment,
management and monitoring of risks
are described in Principal risks and
uncertainties on pages 61 to 67.
The Audit Committee reviews the
system of risk management and internal
controls through reports received from
management, along with others from
internal and external auditors. This year’s
internal audit plan included a specific
review of the design of Auto Trader’s
system of enterprise risk management,
which the Committee also took into
account in its review.
The Board, assisted by the Audit
Committee, has carried out a review
of the effectiveness of the system of risk
management and internal controls during
the year ended 31 March 2022 and for the
period up to the date of approval of the
consolidated financial statements
contained in the Annual Report. The review
covered all material controls, including
financial, operational and compliance
controls and risk management systems.
The Board considered the weaknesses
identified and reviewed the developing
actions, plans and programmes that it
considered necessary. The Board confirms
that no significant weaknesses or failings
were identified as a result of the review of
effectiveness.
Remuneration
The Board has established a Remuneration
Committee, chaired by Jill Easterbrook
and comprised entirely of Independent
Non-Executive Directors. The Remuneration
Committee is responsible for determining
the Remuneration Policy, and for setting
remuneration for the Executive Directors,
the Chair and senior employees; for
monitoring the remuneration policies for
the wider organisation; and for ensuring
the alignment of reward with the culture
of the organisation.
The work of the Committee is described
on pages 94 to 107.
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
81
Auto Trader Group plc Annual Report and Financial Statements 2022
REPORT OF THE NOMINATION COMMITTEE
We have a continual formal
succession planning
process to ensure orderly
succession for the Board
and senior management.
Ed Williams
Chair of the Nomination Committee
AT A GLANCE
Reviewing the Board’s size and composition, and ensuring effective succession planning for the business
Member
Meetings
attended/total
meetings held
Percentage
of meetings
attended
Ed Williams (Committee Chair) 2/2 100%
Jill Easterbrook 2/2 100%
Jasvinder Gakhal
2
2/2 100%
David Keens
1
1/2 50%
Jeni Mundy 2/2 100%
Sigga Sigurdardottir 2/2 100%
1. David Keens was unable to attend one meeting due to other commitments,
but had an opportunity to feed comments in to the Chair prior to the meeting.
2. Appointed 1 January 2022; attendance relates to meetings post-appointment.
2
meetings were held
during the year
92%
average meeting
attendance by
Committee members
OVERVIEW
Composed of the Chair and five independent Non-
Executive Directors.
At least one meeting held per year.
Meetings are attended by the Chief Executive Officer
and other relevant attendees by invitation.
OUR PROGRESS IN 2022
Review and updating of formal succession plans for the
Chair, Non-Executive Directors, Executive Directors and
senior management.
Held an internal Board evaluation and reviewed the results.
Appointment of an additional Non-Executive Director.
This appointment brings the Board in line with the
recommendations of the Parker Review, and further
increases the representation of women on the Board.
FOCUS AREAS FOR 2023
Progressing succession plans for Non-Executive Directors
and the Chair.
Following up on the Board evaluation recommendations.
Continue to monitor Board and senior management
succession in the context of the Company’s
long-term strategy.
For more information on the Committee’s Terms of Reference:
plc.autotrader.co.uk/investors
BOARD OF DIRECTORS P72
82 Auto Trader Group plc Annual Report and Financial Statements 2022
Dear shareholders,
I am pleased to present the Report of the
Nomination Committee for 2022.
Role of the Committee
The Committee’s main role is to keep under
constant review the size and composition of
the Board and its Committees including its
gender and ethnic diversity, its independence,
and the skills, knowledge and experience
required of the Board in the context of the
Group’s strategy and for the effective
oversight of the Group. The Committee is also
responsible for ensuring that there are formal
and orderly succession plans in place for
the members of the Board.
How the Committee operates
All members of the Committee are
Independent Non-Executive Directors.
The Chair of the Board chairs all meetings
of the Committee unless they relate to the
appointment of his successor or such other
matters in which he may have a potential
conflict of interest. For those meetings,
the Senior Independent Director (‘SID’)
is invited to take the Chair unless the SID
is in contention for the role or also has a
potential conflict of interest.
The Committee meets at least once a year,
and on an ad hoc basis as required. Only
members of the Committee have the right
to attend meetings; however, the Chief
Executive Officer attends for all or part
of meetings so that the Committee can
understand his views, particularly on key
talent within the business.
Appointment of Non-Executive Director
As I reported in my statement last year,
we made a decision during 2021 to appoint
an additional Non-Executive Director to
the Board, as we recognised the need to
improve the ethnic diversity of the Board,
and to enlarge the Board to ensure an
orderly succession plan for the current
Non-Executive Directors. The process
for identifying candidates was led by the
Committee as follows:
A comprehensive candidate search
brief was agreed, including the required
industry skills, knowledge and
experience, and taking into consideration
the benefits of diversity on the Board.
An external executive recruitment
consultant, Ivy Street, was engaged, with
whom the Group has no other relationship.
The shortlisted candidates each met with
members of the Board on a one-on-one
basis. These meetings included an
assessment of candidates in the context
of the expected values and behaviours of
Board members.
Following this process, Jasvinder Gakhal
was identified as the Committee’s preferred
candidate, having extensive strategic and
operational experience. Following
recommendation to the Board, Jasvinder
was appointed as a Non-Executive Director
with effect from 1 January 2022.
Succession planning
The Committee believes that effective
succession planning is critical to the
Company’s long-term success. We have
a continual formal succession planning
process to ensure orderly succession
for the Board, including the Chair, Non-
Executive Directors, Executive Directors
and senior management. In preparing the
formal succession plans, the Committee
is mindful that the Directors who were
appointed at the time of the IPO will reach
their nine-year tenure in 2024. To this end,
as noted above, we have increased the
size of the Board, and now have five
Non-Executive Directors which allows for
us to be able to stagger the required new
appointments over the coming years.
Policy on appointments to the Board
Appointments are made on merit, against
objective criteria and with due regard to
the benefits of diversity on the Board.
The Committee takes account of a variety
of factors before recommending any
new appointments to the Board, including
relevant skills to perform the role,
experience, knowledge and diversity,
including gender and ethnic diversity.
At the end of our financial year, 56% of the
Board Directors were women, in excess of
the latest recommendations set by the FTSE
Women Leaders Review (the ‘Review’). Whilst
we do not currently have a woman in one
of the roles of Chair, Senior Independent
Director, CEO or CFO, we do of course have
Catherine Faiers in the role of COO, which we
believe to be of equal status to those roles
specified by the Review. At a leadership level,
44% of the Operational Leadership Team
(‘OLT’) and 37% of the OLT’s direct reports
were women, a combined total of 38%.
With the appointment of Jasvinder, we have
also met the recommendation of the Parker
Review, although we recognise that there
is more work to be done, as employees who
are ethnically diverse continue to be
underrepresented in senior management
positions and throughout the organisation.
Board evaluation
We carried out an internal Board evaluation
during the year, which included following
up on the recommendations of the 2020
externally facilitated Board evaluation.
This is described in detail on pages 80 and 81
of the Corporate governance statement.
Election and re-election of Directors
In accordance with the UK Corporate
Governance Code, all Directors will retire
and offer themselves for election or
re-election to the Board. Since the last
report, Jeni Mundy has entered into her third
three-year term, following confirmation by
the Committee and Board that they are
satisfied that all Directors continue to be
effective in, and demonstrate commitment
to, their respective roles on the Board and
that each makes a valuable contribution to
the leadership of the Company. The Board
therefore recommends that shareholders
approve the resolutions to be proposed at
the 2022 AGM relating to the election and
re-election of the Directors.
I welcome any questions in respect of
the work of the Committee, which can be
submitted to ir@autotrader.co.uk, or in
person at our Annual General Meeting.
Ed Williams
Chair of the Nomination Committee
26 May 2022
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
83
Auto Trader Group plc Annual Report and Financial Statements 2022
REPORT OF THE AUDIT COMMITTEE
We reviewed the content
of the Annual Report,
including: recognition of
revenue, recoverability
of receivables, impairment
of assets, and the
assumptions and scenarios
in the viability statement.
David Keens
Chair of the Audit Committee
AT A GLANCE
Monitoring the integrity of financial reporting, related internal controls
and the effectiveness of the internal and external audit
Member
Meetings
attended/total
meetings held
Percentage
of meetings
attended
David Keens (Committee Chair) 4/4 100%
Jill Easterbrook 4/4 100%
Jasvinder Gakhal
1
1/1 100%
Jeni Mundy 4/4 100%
Sigga Sigurdardottir 4/4 100%
1. Appointed 1 January 2022; attendance relates to meetings post-appointment.
4
meetings were held
during the year
100%
meeting attendance
by all Committee
members
OVERVIEW
Composed of five independent Non-Executive Directors.
David Keens is considered by the Board to have recent
and relevant experience. All members have significant
commercial and operating experience in consumer and
digital businesses.
At least three meetings held per year.
Meetings are attended by the Chair of the Board, CEO, COO,
CFO, internal auditors and external auditors by invitation.
ACTIVITIES IN 2022
Assess the Group’s going concern and viability statements.
Discuss key areas of financial judgement.
Evaluation of the effectiveness and independence of
external audit.
Review the effectiveness of internal audit, internal
controls and risk management.
PLANNING FOR 2023
Agree with KPMG any changes for their 2023 audit.
Consider the impact and timing of the BEIS Audit Reform
and any other regulatory changes or implications.
For more information on the Committee’s Terms of Reference:
plc.autotrader.co.uk/investors
HOW WE MANAGE RISK P58
84 Auto Trader Group plc Annual Report and Financial Statements 2022
Dear shareholders,
This is my seventh report to shareholders
since the IPO of Auto Trader in 2015.
The Committee is comprised entirely of
Independent Non-Executive Directors. I fulfil
the requirement for a Committee member
to have recent and relevant financial
experience. All members (and therefore the
Committee as a whole) have competence
in consumer and digital businesses.
The Board approves the Terms of Reference
and duties of the Committee, which include:
monitoring the integrity of the Groups financial
reporting, effectiveness of the internal control
and risk management framework, internal
audit, and the independence and effectiveness
of external audit. Our Internal Audit function
is outsourced to Deloitte LLP, who provide us
with specialist expertise in delivering a
risk-based rolling review programme.
Our external auditors, KPMG LLP, and
internal auditors regularly attend Audit
Committee meetings. The Chair of the
Board, Chief Executive Officer, Chief
Operating Officer, Chief Financial Officer
and other members of management
attend by invitation.
The Committee has reviewed the content
of the Annual Report, including: the impact
of the Group’s response to COVID-19 on the
recognition of revenue, recoverability of
receivables, impairment of assets, and the
assumptions and scenarios in the viability
statement. The Annual Report explains
our strategy, financial performance and
position in a way which we believe is fair,
balanced and understandable.
Whilst this Report of the Audit Committee
contains some of the matters addressed
during the year, it should be read in
conjunction with the external auditor’s report
starting on page 112 and the Auto Trader
Group plc financial statements in general.
At the 2021 AGM, shareholders approved
the re-appointment of KPMG as our
external auditors. The Committee has
carried out a review of the effectiveness
and independence of KPMG and has
recommended to the Board that they
are re-appointed at the 2022 AGM.
David Keens
Chair of the Audit Committee
26 May 2022
Financial reporting
The primary role of the Committee in relation to financial reporting is to review and monitor the integrity of the financial statements,
including annual and half-year reports, results announcements, dividend proposals and any other formal announcement relating to
the Groups financial performance.
The Committee assessed the accounting principles and policies adopted, and whether management had made appropriate estimates
and judgements. In doing so, the Committee considered management reports and the basis of judgements made. The Committee
reviewed external audit reports on the 2022 half-year statement and 2022 Annual Report.
The Committee, with assistance from management and KPMG, identified areas of financial statement risk and judgement as described below.
Description of significant area Audit Committee action
Going concern and viability statement
The Directors must satisfy themselves as to the Group’s viability and
confirm that they have a reasonable expectation that it will continue to
operate and meet its liabilities as they fall due. The period over which the
Directors have determined it is appropriate to assess the prospects of
the Group has been defined as five years. In addition, the Directors must
consider if the going concern assumption is appropriate.
The Committee reviewed management’s schedules supporting
the going concern assessment and viability statements. These
included the Group’s medium-term plan and cash flow forecasts
for the period to March 2027. Financial projections for the next 12
months include the capital commitment to acquire Autorama (UK)
Limited given the likelihood of the event. The Committee
discussed with management the appropriateness of the revised
five-year period, previously a three-year period in the prior year,
and discussed the correlation with the Group’s principal risks
and uncertainties as disclosed on pages 61 to 67. The feasibility
of mitigating actions and the potential speed of implementation
to achieve any flexibility required were discussed. Scenarios
covering events that could adversely impact the Group were
considered. The Committee evaluated the conclusions over going
concern and viability and the proposed disclosures in the financial
statements and satisfied itself that the financial statements
appropriately reflect the conclusions.
Revenue recognition
Revenue recognition for the Group’s revenue streams is not complex.
However, this remained an area of focus due to the large volume of
transactions and as revenue is the largest figure in the income statement.
The Committee was satisfied with the explanations provided
and conclusions reached in relation to revenue recognition.
Investment value in joint venture
The Group has a joint venture with Cox Automotive UK, Dealer Auction.
Management’s assessment of the recoverability of the investment value,
including goodwill, is based on future cash flow forecasts.
The Committee reviewed the assumptions made by
management, particularly in relation to cash flow forecasts to
support the carrying value, and was satisfied that these were
appropriately accounted for.
Defined benefit pension scheme valuation
The defined benefit pension scheme valuation requires the use of
assumptions and estimates by management in conjunction with the
external actuary. Management have reviewed and discussed the
actuarial assumptions, which includes the discount rate, inflation rate,
mortality rate and expected return of scheme assets and have concluded
that they are appropriate. The triennial actuarial valuation of the Scheme
was performed by an independent professional actuary at 30 April 2021.
The Committee reviewed the actuarial assumptions and
disclosure and concluded that they are appropriate. The
defined benefit pension scheme has a surplus of £3.7m
which has been recognised in the financial statements.
The materiality of the scheme’s gross obligation and gross
assets reduces the risk that accounting estimates may
materially vary in future accounting periods.
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
85
Auto Trader Group plc Annual Report and Financial Statements 2022
REPORT OF THE AUDIT COMMITTEE CONTINUED
Fair, balanced and understandable
At the request of the Board, the Committee has reviewed the content of the 2022 Annual Report and considered whether, taken as a
whole, in its opinion it is fair, balanced and understandable and provides the information necessary for shareholders to assess the
Group’s position, performance, business model and strategy. The Committee was provided with a draft of the Annual Report and the
opportunity to comment where further clarity or information should be added. The final draft was then recommended for approval by
the Board. When forming its opinion, the Committee had regard to discussions held with management and reports received from internal
and external auditors. In particular, the Committee considered:
Is the report fair? Is a complete picture presented and has any sensitive material been omitted that should have been included?
Are key messages in the narrative aligned with the KPIs and are they reflected in the financial reporting?
Are the revenue streams described in the narrative consistent with those used for financial reporting in the financial
statements?
Is the report
balanced?
Is there a good level of consistency between the reports in the front and the reporting in the back of the Annual Report?
Do you get the same messages when reading the front end and the back end independently?
Is there an appropriate balance between statutory and adjusted measures and are any adjustments explained
clearly with appropriate prominence?
Are the key judgements referred to in the narrative reporting and significant issues reported in the Report of the
Audit Committee consistent with disclosures of key estimation uncertainties and critical judgements set out in
the financial statements?
How do these compare with the risks that KPMG include in their report?
Is the report
understandable?
Is there a clear and cohesive framework for the Annual Report?
Are the important messages highlighted and appropriately themed throughout the document?
Is the report written in accessible language and are the messages clearly drawn out?
Following the Committee’s review, the Directors confirm that, in their opinion, the 2022 Annual Report, 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.
Risk management and internal control
The Committee’s responsibilities include a review of Auto Trader’s risk management arrangements and internal controls to ensure that
they remain effective and that any identified weaknesses are remediated fully and in a timely manner. The Committee:
reviews annually the effectiveness of the Group’s risk management systems;
reviews annually the effectiveness of the Group’s internal control framework;
monitors and oversees the response to any alleged instances of fraud, bribery, and whistleblowing complaints;
commissions reports on the effectiveness of business processes and ensures recommendations are implemented where appropriate;
receives reports from the Group’s outsourced Internal Audit function and ensures recommendations are implemented where
appropriate; and
reviews reports from the external auditors on any issues identified in the course of their work, including any internal control reports
received on control weaknesses, and ensures that there are appropriate responses from management.
86 Auto Trader Group plc Annual Report and Financial Statements 2022
The Group has internal controls and risk management arrangements in place in relation to its financial reporting processes and
preparation of consolidated accounts. These systems include policies and procedures to ensure that adequate accounting records are
maintained, and transactions are recorded accurately and fairly to permit the preparation of financial statements in accordance with
IFRS. The internal control systems include the elements described below.
Element Approach and basis for assurance
Risk
management
Details of our governance structure can be found in the Risk management section of this Annual Report. Risk
management operates throughout all levels of our governance structure. The Board as a whole is accountable for
risk management. The day-to-day responsibility for managing key risks resides with the Operational Leadership Team
(‘OLT’). Assurance over the effectiveness of risk management activity is provided under the three lines of defence
model as described below.
Reports on the effectiveness of risk management and internal controls are presented to executive management at
monthly Risk Forum meetings, to the Audit Committee, and to the Board.
The Risk Forum agenda includes risk-based ‘deep dives’ into key risk areas and in the last year these have included:
third-party risk management, crisis management, enterprise risk management, Senior Managers and Certification
Regime, and GDPR.
Key risks and controls are documented in a Group risk register with OLT members designated as risk owners. A review
of the Group risk register is undertaken on a quarterly basis. The process for reviewing and updating the risk register
is facilitated by the Governance, Risk and Compliance function and overseen by the Board.
A risk-based internal audit programme provides independent, third-line assurance over the effectiveness of the risk
management arrangements and this year’s internal audit plan included a review of the design of Auto Trader’s system
of enterprise risk management.
Financial
reporting
Group consolidation is performed on a monthly basis with a month-end pack produced that includes an income
statement, balance sheet, cash flow and detailed analysis. The pack also includes KPIs and these are reviewed by the
OLT and the Board. Results are compared against the Plan or re-forecast and narrative is provided by management to
explain significant variances.
The effectiveness of the controls within the financial reporting and consolidation process is reviewed on a quarterly
basis by the Governance, Risk and Compliance function. The Risk Forum reviews and oversees these reports.
Budgeting and
forecasting
An annual Plan is produced and monthly results are reported against this. The Plan is prepared using a bottom-up
approach, informed by a high-level assessment of market and economic conditions. Reviews are performed by the
OLT and the Board. The Plan is also compared to the top-down Medium Term Plan (‘MTP’) as a sense check. The Plan
is approved by the OLT and the Board.
A detailed monthly rolling forecast is produced, with inputs provided from all business owners. The rolling forecast
is then used to help identify potential risks and opportunities by comparison to the original budget plan. A business
review then takes place with the relevant OLT member, COO and CFO to agree actions.
Delegation of
authority and
approval limits
A documented structure of delegated authorities and approval for transactions is maintained within the Board’s
Terms of Reference. This is reviewed regularly by management to ensure it remains appropriate for the business.
Segregation
of duties
Procedures are defined to segregate duties over significant transactions, including: procurement, payments to
suppliers, payroll, discounts and refunds. Regular reviews of IT system access take place to ensure that segregated
duties remain enforced. Key reconciliations are prepared and reviewed on a monthly basis to ensure accurate reporting.
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
87
Auto Trader Group plc Annual Report and Financial Statements 2022
REPORT OF THE AUDIT COMMITTEE CONTINUED
Internal audit
Deloitte has been appointed as the Group’s outsourced Internal Audit function. They are accountable to the Audit Committee and use a
risk-based approach to provide independent assurance over the adequacy and effectiveness of the control environment. The internal
audit work plan for 2021 included internal audit assignments in relation to the following areas of risk:
Cyber security;
Enterprise risk management;
Senior Managers and Certification Regime;
Governance arrangements over the algorithm used by our website to organise search results; and
GDPR.
The risk-based internal audit work plan for 2022 was approved by the Audit Committee and covers a broad range of core financial and
operational processes and controls, focusing on specific risk areas. Whilst the internal audit plan has been approved, the Audit
Committee will continue to review it regularly to ensure that any new and emerging significant areas of risk are considered. The internal
audit plan for 2022 includes areas relating to our principal risks, including Cyber, FCA and GDPR.
Management actions that are recommended following the internal audits are tracked to completion and reviewed by the Risk Forum
and then by the Audit Committee to ensure that identified risks are mitigated in a timely manner.
The Committee met with Deloitte without management present and with management without Deloitte present. There were no
significant issues raised during these meetings.
A risk-based programme of key controls testing takes place on a quarterly basis. Resources within the Governance, Risk and Compliance
function have been increased in response to the potential outcomes of the BEIS consultation into the future of audit and corporate governance.
External auditors
The Committee oversees the relationship with the external auditor, KPMG, and reviews their findings in respect of audit and review work.
The Committee received and discussed KPMG’s review of the half-year report to 30 September 2021 and their audit of the financial
statements for the year to 31 March 2022. The Committee met with KPMG without management present and with management without
KPMG present, to ensure that there were no issues in the relationship between management and the external auditor to be addressed.
There were none.
One of the Committee’s roles is to evaluate the effectiveness of audit services provided and ongoing independence. The Committee
has carried out a review based on discussion of audit scope and plans, materiality assessments, review of auditor’s reports and
feedback from management on the effectiveness of the audit process. The review concluded that the external auditor remained
effective and independent.
The Committee has reviewed, and is satisfied with, the independence of KPMG as the external auditor. In particular, discussions have
been held with KPMG’s senior management to verify the Group’s audit partner’s performance and standing within KPMG. There were
no conflicts or matters of concern conveyed. The year ended 31 March 2022 was the second year the Group’s audit partner has been
involved in the audit of the Group.
88 Auto Trader Group plc Annual Report and Financial Statements 2022
Non-audit services provided by the external auditor
The external auditor is primarily engaged to carry out statutory audit work. There may be other services where the external auditor is
considered to be the most suitable supplier by reference to their skills and experience. It is the Group’s practice that it will seek quotes
from more than one firm, which may include KPMG, before engagements for non-audit projects are awarded. Contracts are awarded
based on individual merits. A policy is in place for the provision of non-audit services by the external auditor, to ensure that the provision
of such services does not impair the external auditor’s independence or objectivity and will be assessed in line with FRC Ethical and
Auditing Standards.
Non-audit service Policy
Audit-related services directly related to the audit
For example, the review of interim financial statements,
compliance certificates and reports to regulators.
Considered to be approved by the Committee up to a level of £100,000
for each individual engagement, and to a maximum aggregate in any
financial year of 70% of the average audit fees paid to the audit firm in
the last three consecutive years.
Any engagement of the external auditor to provide permitted services
over these limits is subject to the specific approval in advance by the
Audit Committee.
Prohibited services
In line with the EU Audit Reform, services where the auditor’s
objectivity and independence may be compromised. Prohibited
services are detailed in the FRC Revised Ethical Standard 2019
and include tax services, accounting services, internal audit
services, valuation services and financial systems consultancy.
Prohibited, with the exception of certain services which are subject to
derogation if certain conditions are met and will be assessed going
forward in line with the new FRC Ethical and Auditing Standards.
Refer to plc.autotrader.co.uk/investors for full details of the policy. During the year, KPMG charged the Group £44,000 for audit-related
assurance services directly relating to the audit for the review of the Group’s interim report for the six months ended 30 September 2021.
The Statutory Audit Services for Large Companies Market Investigation (Mandatory Use of Competitive Tender Processes and Audit
Committee Responsibilities) Order 2014 – statement of compliance
A competitive tender was carried out in 2016 and KPMG LLP were first appointed as statutory auditors for the year to March 2017. We have
therefore complied with the requirement that the external audit contract is tendered within the 10 years prescribed by UK legislation and
the Code’s recommendation. The Group confirms that it complied with the provisions of the Competition and Markets Authority’s Order
for the financial year under review.
David Keens
Chair of the Audit Committee
26 May 2022
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
89
Auto Trader Group plc Annual Report and Financial Statements 2022
REPORT OF THE CORPORATE RESPONSIBILITY COMMITTEE
ESG issues have always
been a focus for the Group,
and the COVID-19 pandemic
has further reinforced the
importance of resilience
and the role that ESG
matters play in our
strategic priorities.
Jeni Mundy
Chair of the Corporate Responsibility Committee
AT A GLANCE
Providing oversight, scrutiny and challenge on matters relating to our make a difference strategy
OVERVIEW
Composed ofve independent Non-Executive Directors.
The Chair of the Board, Executive Directors and other
relevant individuals are invited to attend the meetings
when appropriate.
The assistant Company Secretary acts as secretary to
the Committee.
At least three meetings held per year.
OUR PROGRESS IN 2022
Materiality matrix developed based on stakeholder
engagement to understand where we should focus our efforts.
Our near-term carbon reduction targets have been
validated by the Science Based Targets initiative (‘SBTi’).
Introduction of ESG metrics in our remuneration.
Disclosures developed in line with the Task Force on
Climate-related Financial Disclosures (‘TCFD’).
UN Sustainable Development Goals (‘SDGs’) reviewed
and our strategy aligned to those where we can make
a meaningful contribution.
Appointment of Jasvinder Gakhal as an independent
Non-Executive Director.
Accredited Real Living Wage employer.
FOCUS AREAS FOR 2023
Receive validation from the SBTi of our Science Based
net zero target.
Deliver on our FY23 commitments under each pillar
of our environmental strategy.
Continue to work towards achieving a representative
workforce across all levels of the organisation.
Committee to attend Carbon Literacy training.
Member
Meetings
attended/total
meetings held
Percentage
of meetings
attended
Jeni Mundy (Committee Chair) 3/3 100%
Jill Easterbrook 3/3 100%
Jasvinder Gakhal
2
1/1 100%
David Keens
1
2/3 67%
Sigga Sigurdardottir 3/3 100%
Ed Williams
3
2/2 100%
Nathan Coe
3
2/2 100%
Jamie Warner
3
2/2 100%
Catherine Faiers
3
2/2 100%
1. David Keens was unable to attend one meeting due to other commitments,
but had an opportunity to feed comments in to the Chair prior to the meeting.
2. Appointed 1 January 2022; attendance relates to meetings post-appointment.
3. Membership of the Committee was reviewed in December 2021 to remove the
Chair of the Board and the Executive Directors, as with other Committees. Subject
to the approval of the Committee Chair, the Chair of the Board and Executive
Directors will be invited to attend the CRC meetings as and when appropriate.
3
meetings were held
during the year
95%
average meeting
attendance by
Committee members
For more information on the Committee’s Terms of Reference:
plc.autotrader.co.uk/investors
MAKE A DIFFERENCE P36
90 Auto Trader Group plc Annual Report and Financial Statements 2022
Dear shareholders,
I am pleased to present the report of our
Corporate Responsibility Committee for
the year ended 31 March 2022.
We recognise that our activities – and the
way we carry them out – have impacts that
reach well beyond our financial
performance. The Committee was formed
to oversee the progress towards fulfilling
our make a difference strategy, which
encompasses our Environmental, Social
and Governance (‘ESG’) responsibilities.
Our progress in 2022
Ongoing ESG training
The ESG landscape continues to evolve
at pace, with a shift from voluntary codes
to significant regulation. There is also an
increased focus from institutional investors
and other stakeholders on ESG specific risks
and opportunities and an organisation’s
response to these. During the year we
engaged an advisory team to deliver ESG
specific training to the Corporate
Responsibility Committee and the Group’s
Executive Directors. The main objective
of the session was to help the participants
understand more fully how the ESG
regulatory and compliance landscape
is evolving and what the implications are
for the Board’s responsibilities and Auto
Trader’s own reporting and disclosures.
The Committee has agreed that due to
the continually changing landscape and
requirements surrounding ESG, an annual
training session will take place. The Group
has rolled out Carbon Literacy training to
its employees and it is planned that the
Committee will complete the training in
the next financial year.
Materiality matrix
ESG issues have always been a focus for
the Group, and the COVID-19 pandemic
has further reinforced the importance of
resilience and the role that ESG matters
play in our strategic priorities. A key focus
for the Committee this year has been the
materiality assessment which was finalised
during the year and has resulted in our
materiality matrix (see page 39 for more
detail). The materiality matrix has helped
to shape the Group’s make a difference
strategy and the Committee supports the
areas identified by management as areas
of focus: diversity and inclusion; employee
wellbeing; engagement and safety;
product innovation; customer satisfaction;
and climate.
Environmental strategy
The Committee has reviewed the Group’s
environmental strategy and recognises the
progress made during the year. The drive
to make a difference to the environment
both within and outside our organisation
is critical to tackling the climate crisis –
the Group has adopted a multiple pillar
approach, each with ambitious targets,
in order to work towards having an
impactful outcome.
Key achievements during the year include
verification of our near-term (2030)
reduction targets by the Science Based
Targets initiative (‘SBTi’), achievement of the
Gold Award for Carbon Literacy (meaning
50% of our employees are now certified) and
the creation and delivery of an Automotive
Carbon Literacy Toolkit across the industry.
In the wake of COP26 there has been an
increased focus on climate related risks
and disclosures. This year we have made
disclosures consistent with the
recommendations of the Task Force on
Climate-related Financial Disclosures
(‘TCFD’) and have enhanced our reporting
through CDP’s climate questionnaire.
We also identified the UN Sustainable
Development Goals which are most
relevant to our strategy and where we
can make a meaningful contribution.
Our GHG emissions have been audited
by a third party providing an assurance
over our emissions reporting.
Looking ahead to next year, the Committee
looks forward to seeing the progress
made across all pillars of the Group’s
environmental strategy. The Group’s
commitment to net zero will require focused
action to stay on track with its reduction
pathway. To achieve our goal of becoming
the destination where car buyers come to
help them navigate their electric vehicle
buying journey, we will continue to invest
in our experience. We want to support
consumers in making the transition to
electric vehicles with enhanced information
on adverts and increased coverage
and exposure of EVs across all our
communication channels and platforms.
Diversity and inclusion
There has been a growing emphasis on the
‘Social’ pillar within ESG and I am pleased
that the Group has continued to focus on
and make progress to improve the diversity
and inclusion within the organisation. The
talent programmes focusing on Inclusive
Leadership and progression of mid-career
colleagues via our Diverse Talent
Accelerator have been running successfully
throughout the year, as well as other
initiatives to ensure recruitment from a
diverse talent pool.
The Group has a greater percentage
of women on the Board than men having
appointed Jasvinder Gakhal as an
Independent Non-Executive Director
earlier this year.
In the coming year, the Group will continue
to focus its efforts on achieving a
representative workforce across all areas
of the organisation and creating diverse
and inclusive teams.
Measuring progress
We feel it is important to assess the
progress being made across the Group’s
commitments and goals. Last year a set
of cultural KPIs was introduced to sit
alongside the existing financial and
operational KPIs.
I am pleased to see that there has been
positive progress with our diversity and
inclusion KPIs. Whilst they may seem like
small changes year on year, we recognise
meaningful change takes a number
of years and the main focus has to be
continued progress.
It is encouraging to see that employee
engagement scores remain high despite
these challenging times.
Progress against the reduction targets as
validated by the SBTi and against the
longer-term goal of achieving net zero by
2040 will be monitored throughout the year
to ensure that the Group is on target to
reach these goals.
We have also introduced ESG metrics in
our remuneration, with the focus for the
performance measures being on two core
areas: i) the diversity of our workforce
and ii) reducing our carbon footprint (see
Directors’ remuneration report, page 94
for more information.
Over the next year the Committee will
continue to oversee and monitor the
business’s commitments in relation to
ESG and continue to push forward our
make a difference strategy.
Jeni Mundy
Chair of the Corporate
Responsibility Committee
26 May 2022
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
91
Auto Trader Group plc Annual Report and Financial Statements 2022
REPORT OF THE CORPORATE RESPONSIBILITY COMMITTEE CONTINUED
TCFD alignment at a glance
The Task Force on Climate-related Financial Disclosures (‘TCFD’) recommendations are structured around four thematic areas
that represent core elements of how organisations operate: governance, strategy, risk management, and metrics and targets.
We have summarised our progress below and our make a difference section (page 42) includes disclosures consistent with the
recommendations of the TCFD.
TCFD recommended disclosure Group progress
Governance
1. Describe the Board’s oversight of climate
related risks and opportunities
2. Describe management’s role in assessing
and managing climate related risks and
opportunities
We have integrated climate governance into our existing governance processes and
sought to embed responsibility for the risks associated with climate change throughout
our business.
Oversight of climate risks and opportunities is described in the ‘Our climate
governance’ section at pages 42 and 43.
Strategy
3. Describe the climate related risks and
opportunities the organisation has
identified over the short, medium and
long term
4. Describe the impact of climate related risks
and opportunities on the organisation’s
businesses, strategy and financial planning
5. Describe the resilience of the
organisation’s strategy, taking into
consideration different climate scenarios
The global threat of climate change and the Paris Agreement are forcing action and
car buyers want to make the shift to AFVs. Public policy is pushing de-carbonisation
with the ban on petrol and diesel vehicles before 2030. We have also strengthened
our environmental strategy to focus on four pillars: Auto Trader and its people, our
customers, our consumers and our industry.
See pages 43 to 45 for more information.
Risk management
6. Describe the organisations processes
for identifying and assessing climate
related risks
7. Describe the organisations processes
for managing climate related risks
8. Describe how processes for identifying,
assessing and managing climate related
risks are integrated into the organisation’s
overall risk management
We have a well-established risk management framework that separates
responsibilities into three lines of defence – our OLT, oversight functions and
committees and independent assurance.
The Group Risk Register includes risk of climate change as a principal risk.
We have considered various risks and opportunities (as shown on page 44, which
includes both physical and transition factors. We are looking to take advantage
of the opportunities presented by a shift towards electric vehicles and mitigate risks.
For the first year we have modelled a climate related scenario in our viability statement.
See page 44 for more information.
Metrics and targets
9. Disclose the metrics used by the
organisation to assess climate related risks
and opportunities in line with its strategy
and risk management process
10. Disclose Scope 1, Scope 2, and, if
appropriate, Scope 3 greenhouse gas
(‘GHG’) emissions, and the related risks
11. Describe the targets used by the
organisation to manage climate related
risks and opportunities and performance
against targets
To help us accurately assess and develop strategies to reach carbon net zero, we have
broadened the reporting of our GHG emissions to include a full inventory of Scope 3.
We are committed to the Science Based Targets initiative and our near-term (2030)
targets have been validated by the SBTi. We are committed to:
(i) reduce absolute Scope 1 and 2 GHG emissions 50% by FY2030/31 from a FY2019/20
base year.
(ii) reduce absolute Scope 3 GHG emissions 46.2% over the same timeframe.
This year our GHG emissions have been audited by a third party providing an assurance
of our emissions reporting.
See page 45 for more information.
92 Auto Trader Group plc Annual Report and Financial Statements 2022
SASB Disclosure Topics & Accounting Metrics
SASB standards enable businesses around the world to identify, manage and communicate financially material sustainability
information to their investors. The SASB standards are industry specific and identify the minimum set of financially material
sustainability topics and their associated metrics for the typical company in an industry. SASB assigns Auto Trader to Internet
& Media Services and the following disclosure sets out our progress according to the SASB standard for that sector.
Topic Accounting metric Group progress
Environmental footprint
of hardware infrastructure
1. Total energy consumed.
2. Percentage grid electricity.
3. Percentage renewable.
Scope 1,2 and 3 GHG emissions
disclosed. See page 45 for further
information.
Discussion of the integration of environmental considerations
into strategic planning for data centre needs.
We have continued with the
migration of our data centres to
the cloud. We aim to complete our
migration during financial 2023.
Data privacy, advertising
standards and freedom
of expression
Description of policies and practices relating to behavioural
advertising and user privacy.
See pages 54 to 56 for more
information on our approach
to data privacy.
Data security Description of approach to identifying and addressing data
security risks, including use of third-party cyber security standards.
See pages 54 to 56 for our
approach to data security and
privacy. We are currently in the
process of adopting the National
Institute of Standards and
Technology (‘NIST’) Cybersecurity
Framework to manage and
reduce cyber security risks.
Employee recruitment,
inclusion and performance
Percentage of employees that are foreign nationals. The Group has a total of 61
foreign nationals, representing
6.1% of total employees as at
31 March 2022.
Employee engagement as a percentage. See page 49 for further
information.
Percentage of gender and racial/ethnic group representation for:
1. Management.
2. Technical staff.
3. All other employees.
See page 51 for further
information.
Intellectual property protection
and competitive behaviour
Total amount of monetary losses as a result of legal proceedings
associated with anticompetitive behaviour regulations.
No monetary losses as a result
of legal proceedings.
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
93
Auto Trader Group plc Annual Report and Financial Statements 2022
DIRECTORS’ REMUNERATION REPORT
We continue to monitor our
remuneration arrangements
to ensure they remain
aligned with our strategy,
including our ESG ambitions,
to create long-term
sustainable value.
Jill Easterbrook
Chair of the Remuneration Committee
AT A GLANCE
Advising and overseeing all elements of remuneration for the Chair, Executive Directors and senior management
OVERVIEW
Composed of five Independent Non-Executive Directors.
The Chair of the Board, Chief Executive Officer,
Chief Operating Officer, Chief Financial Officer and
other relevant individuals including external advisors are
invited to attend the meetings when appropriate — no
person is present during any discussion relating to their
own remuneration.
OUR PROGRESS IN 2022
Continued to monitor our approach to remuneration to
ensure it remains aligned with our strategy, including our
ESG ambitions, and the creation of sustainable long-term
value and that it is appropriate in the context of evolving
shareholder guidance and corporate governance.
Assessed the achievement of targets for the 2019 PSP awards.
Set appropriate targets for the FY23 annual bonus and
the PSP awards to be granted in 2022.
FOCUS AREAS FOR 2023
Assess the achievement of targets for the FY23 bonus
and 2020 PSP awards.
Continue to monitor our remuneration arrangements in
the context of our approach to the wider workforce,
executive pay environment, governance developments
and market practice.
Member
Meetings
attended/total
meetings held
Percentage
of meetings
attended
Jill Easterbrook (Committee Chair) 3/3 100%
Jasvinder Gakhal
1
2/2 100%
David Keens 3/3 100%
Jeni Mundy 3/3 100%
Sigga Sigurdardottir 3/3 100%
1. Appointed 1 January 2022; attendance relates to meetings post-appointment.
Ed Williams was in attendance at all meetings by invitation.
3
meetings were held
during the year
100%
meeting attendance
by all Committee
members
For more information on the Committee’s Terms of Reference:
plc.autotrader.co.uk/investors
KEY PERFORMANCE INDICATORS P24
94 Auto Trader Group plc Annual Report and Financial Statements 2022
Dear shareholders,
I am pleased to present, on behalf of the
Board, the Report of the Remuneration
Committee (the ‘Committee’) for the year
ended 31 March 2022.
Performance and reward in 2022
Annual bonus
As detailed in last year’s Directors
remuneration report, the annual bonus
plan was resumed in FY22 after not being
operated for FY20 and FY21 in response to
the COVID-19 pandemic. The FY22 annual
bonus award was based 75% on Operating
profit and 25% on measures relating to the
take up of digital retailing products by
retailers. Operating profit targets were
exceeded and therefore this portion of the
award will pay out in full. Due to a change
in our approach to digital retailing, this
element of the bonus targets was not met.
Performance against annual bonus targets
resulted in a payout of 75% of maximum.
Performance Share Plan (‘PSP’)
PSP awards granted in 2019 will vest in
August 2022 based on performance over
the three years to 31 March 2022. The award
was based 75% on Operating profit growth
and 25% on total Group Revenue growth. As
detailed on page 102, Operating profit and
Group Revenue performance was between
target and maximum and this resulted in
50% of the award vesting. The net value of
the vested awards is subject to a two-year
holding period.
The Committee considered that the annual
bonus and PSP outcomes were appropriate
in the context of the performance of the
business as a whole and as such no
discretion was exercised during the period.
Variable pay in FY23
Following the adoption of the 2021 Directors’
Remuneration Policy, the Committee
continued to monitor the operation of
variable pay, in particular the performance
measures for our PSP awards for FY23. For
FY22 awards we introduced a diversity
measure which looked at progress against
a basket of gender and ethnic diversity
metrics. We have now worked with setting
and monitoring diversity targets for a year.
We remain focused on building a diverse
and inclusive culture at Auto Trader, and
although the intention of setting diversity
targets was to accelerate our progress,
our experience has found that setting
appropriately stretching fixed targets at
the start of the performance period can
be challenging (for example, some of the
measures have already been met a year
into the performance period although we
recognise that significant effort will be
required to sustain this for the remaining
period). In addition, fixed targets are
inflexible as the business and wider social
context changes, and can lead to
unintended consequences.
For FY23 awards therefore we are going
to measure our performance against our
diversity ambitions as part of an underpin
rather than as a standalone measure. This
approach will allow the Committee to apply
its judgement and reduce vesting levels
where performance across a range of
diversity metrics used for FY22 awards is
not in line with the Board’s expectations and
our external commitments. We also hope
that by moving to a structure where vesting
across all PSP measures is dependent
on progress on diversity measures, we
continue to send an important message
to employees and other stakeholders
about the priorities of the business.
In last year’s Annual Report we also
committed to introduce carbon reduction
targets for FY23 awards. The FY23 PSP
award will therefore be based on the
following measures:
70% linked
to Operating
profit growth
20% linked
to Revenue
growth
10% linked
to Carbon
reduction
Underpin linked to progress on diversity ambitions
The PSP targets are disclosed in full on
page 99.
The annual bonus for FY23 will continue
to be based 75% on Operating profit and
25% on strategic measures linked to the
achievement of stretching strategic and
operational milestones against our digital
retailing strategic pillar.
Our 2023 salary review
Salary increases of 3% are proposed for the
Executive Directors. This is in line with the
general increase received for other senior
employees across the Group and lower
than the average Company-wide pay
increase of c.6%.
As noted in the Nomination Committee
report we have commenced a succession
planning process for the Chair and the
NEDs that were on the Board at IPO. The fee
for the Chair role was set at IPO reflecting
the size and complexity of the business at
that time and the Chair’s equity stake in
the business, it has not been increased
significantly during his tenure. Since IPO
the Company has grown significantly and
the complexity of its operations have
increased, such that the current Chair’s fee
is significantly behind market practice so
will be reviewed alongside the succession
planning process. NED fees are similarly
positioned towards the lower end of market
practice and will be reviewed in due course.
I hope that you will support our Directors’
remuneration report at the AGM in September.
I will be available at the AGM to answer any
questions. In the meantime, I welcome any
feedback that you may have, which can be
submitted to ir@autotrader.co.uk.
Jill Easterbrook
Chair of the Remuneration Committee
26 May 2022
Annual statement by the
Chair of the Remuneration Committee.
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
95
Auto Trader Group plc Annual Report and Financial Statements 2022
75% Operating profit
25% Strategic: milestones linked
to our digital retailing strategic pillar
Maximum opportunity
CEO: 150% of salary
COO and CFO: 130% of salary
50% of bonus
paid in cash
50% of bonus deferred
into shares for two years
Malus and clawback
provisions apply.
70%
Operating profit growth
20% Revenue growth
10% Carbon reduction
Maximum opportunity
CEO: 200% of salary
COO and CFO: 150% of salary
3-year
performance period
2-year
holding period
NB: Any award will have
a diversity underpin.
Malus and clawback
provisions apply.
75% Operating profit
25% Strategic: milestones linked
to our digital retailing strategic pillar
Maximum opportunity
CEO: 150% of salary
COO and CFO: 130% of salary
50% of bonus
paid in cash
50% of bonus deferred
into shares for two years
Malus and clawback
provisions apply.
70% Operating profit growth
20% Revenue growth
10% Carbon reduction
Maximum opportunity
CEO: 200% of salary
COO and CFO: 150% of salary
3-year
performance period
2-year
holding period
NB: Any award will have
a diversity underpin.
Malus and clawback
provisions apply.
DIRECTORS’ REMUNERATION REPORT CONTINUED
REMUNERATION AT A GLANCE: HOW EXECUTIVES WILL BE PAID IN FUTURE YEARS
An overview of our Policy and how it is proposed to apply in 2022/23 is set out below.
Fixed pay: to recruit and reward executives of a high calibre
Remuneration for the year ending 31 March 2023
Salary CEO: £596,741
COO: £330,939
CFO: £346,698
A 3% increase in line with the general increase received by senior employees and below the
average Company-wide increase of c.6%. The salary review date is 1 July 2022 to align with the
approach for the wider workforce. Note that the COO’s salary has been pro-rated to reflect
that she works 4.5 days per week. Her full-time equivalent salary is £367,710.
Pension 7% of salary Aligned with the maximum pension opportunity for the wider workforce.
Benefits Includes private medical cover, life assurance and income protection insurance.
Performance share plan
To incentivise and recognise successful execution of the business strategy over the longer term. To align the long-term interests
of Executive Directors with those of shareholders.
Guidelines apply in-post, and extend
beyond tenure in-post guidelines:
200% of salary.
Post-employment guidelines:
100% of in-post shareholding guideline
(or actual shareholding if lower) for a
period of two years following departure.
FY23 bonus metrics
FY23 PSP metrics
To incentivise and reward the achievement of long-term
financial and ESG objectives which are aligned to our
corporate strategy and our ESG ambitions.
Annual bonus
To incentivise and reward the achievement of annual financial and operational objectives which are closely linked to the corporate strategy.
FY23 PSP metrics
To incentivise and reward the achievement of long-term financial and ESG objectives which are aligned to our corporate
strategy and our ESG ambitions.
Shareholding guidelines
96 Auto Trader Group plc Annual Report and Financial Statements 2022
This report has been prepared in accordance with the Companies Act 2006, Schedule 8 of the Large and Medium-sized Companies and
Groups (Accounts and Reports) Regulations 2008 (as amended in 2013) and the UKLA’s Listing Rules. This report is subject to an advisory
shareholder vote at the AGM on 15 September 2022.
Summary of Directors’ Remuneration Policy (‘Policy’) and implementation for 2023
Our Policy was put to shareholders for approval at the AGM on 17 September 2021 and applies to payments made from this date.
We consulted with shareholders when designing and implementing this Policy and received a strong level of support with 99.69%
of votes cast.
The following provides a summary of the Policy along with details of how the Policy will be implemented during 2023.
For full details of the Policy approved by shareholders please refer to the 2021 Annual Report and Accounts which can
be found at plc.autotrader.co.uk/investors.
Element Overview of operation Maximum opportunity Performance assessment Implementation for 2023
Salary
Salaries are normally reviewed
annually with changes effective
from 1 July but may be reviewed
at other times if considered
appropriate.
There is no prescribed maximum
salary level or salary increase;
however, any base salary
increases will normally be in line
with the percentage increases
awarded to other employees
of the Group.
N/A CEO Nathan Coe: £596,741
(2022: £579,360)
COO Catherine Faiers: £330,939
(2022: £321,300)
CFO Jamie Warner: £346,698
(2022: £336,600)
A 3% increase in line with the
general increase received by
senior employees and below
the average Company-wide
increase of c.6%.
Benefits
Benefits include life assurance,
income protection insurance, and
private medical insurance.
The value of benefits is not
capped as it is determined
by the cost to the Company,
which may vary.
N/A No change.
Pension
Directors are eligible to receive
employer contributions to the
Company’s pension plan (which
is a defined contribution plan),
a salary supplement in lieu
of pension benefits (or a
combination of the above)
or similar arrangement.
Maximum contribution in line
with other employees in the
Group, currently 7% of salary.
N/A 7% of salary, aligned with the
pension opportunity available
to the wider workforce.
Annual bonus
Based predominantly on
achievement of performance
over the financial year.
Half of any bonus earned is paid
in cash with half deferred into
shares under the Deferred Annual
Bonus Plan (‘DABP’) subject to
continued employment only.
Dividend equivalents provision
applies to DABP awards.
Recovery and withholding
provisions apply,
described on page 100.
Maximum 150% of salary as
determined by the Committee.
Financial measures will normally
represent the majority of the
bonus, with strategic or
operational non-financial targets
representing the balance (if any).
Not more than 20% of each part
of the bonus will be payable
for achieving the relevant
threshold hurdle.
Measures and weightings may
change each year to reflect
any year-on-year changes to
business priorities.
The Committee has the discretion
to adjust targets for any
exceptional events (including
acquisitions or disposals) that
may occur during the year.
The Committee also has the
discretion to adjust the bonus
outcome if it is not considered
to be reflective of underlying
financial or non-financial
performance of the business
over the period.
The maximum annual bonus
opportunity for the CEO will be 150%
of base salary and for the COO and
CFO will be 130% of base salary.
The FY23 award will continue to be
based on the following measures:
75% linked to Operating profit.
25% linked to Strategic
milestones linked to our digital
retailing strategic pillar.
Further detail on these measures
can be found on page 98.
Annual Report on Remuneration.
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
97
Auto Trader Group plc Annual Report and Financial Statements 2022
DIRECTORS’ REMUNERATION REPORT CONTINUED
Element Overview of operation Maximum opportunity Performance assessment Implementation for 2023
Performance
Share Plan
(‘PSP’)
Awards normally vest after three
years subject to performance
conditions and continued
employment.
Awards will normally be made
annually under the PSP and will
take the form of nil-cost options
or conditional share awards.
Executive Directors are required
to retain vested shares delivered
under the PSP for at least two
years from the point of vesting.
Recovery and withholding
provisions apply, as
described on page 100.
A dividend equivalent
provision applies.
Normal circumstances: maximum
of 200% of salary as determined
by the Committee.
Exceptional circumstances:
maximum of 300% of salary as
determined by the Committee.
The metrics and weightings for
each award will be set out in the
Annual Report on Remuneration.
Any strategic measure(s) will
account for no more than 25%
of the award.
No more than 25% of the award
vests for achieving threshold
performance.
PSP awards for the CEO will be made
at 200% of base salary and, for the
COO and CFO, 150% of base salary.
The FY23 PSP award will be based
on the following measures:
70% linked to Operating profit
growth.
20% linked to Revenue growth.
10% linked to Carbon reduction.
Awards will be subject to a
diversity and inclusion underpin.
Further detail on these measures
can be found on page 99.
All-employee
share plans:
SIP & SAYE
The Company operates two
all-employee tax-advantaged
plans, namely a Save As You Earn
(‘SAYE’) and a Share Incentive
Plan (‘SIP’) for the benefit of
Group employees.
Executive Directors will be eligible
to participate on the same basis
as other employees.
Maximum permitted based on
HMRC limits from time to time.
N/A No change.
Share
ownership
guidelines
Executive Directors are expected
to build and maintain a holding of
shares in the Company. This is
expected to be built through
retaining a minimum of 50% of the
net of tax vested PSP and DABP
shares, until the guideline level
is met.
Post-cessation: Following
stepping down from the Board,
Executive Directors will normally
be expected to maintain a
minimum shareholding of 200%
of salary (or actual shareholding
if lower) for two years. The
Committee retains discretion
to waive this guideline if it is not
considered to be appropriate
in the specific circumstance.
The minimum share ownership
guideline is 200% of salary for
current Executive Directors.
N/A No change.
Additional information
FY23 Annual bonus
The maximum annual bonus opportunity for the CEO will be 150% of base salary and for the COO and CFO will be at 130% of base salary.
Awards will be subject to the following performance measures and targets:
Measure Weighting Basis
Threshold
(0% vesting)
Stretch
(100% vesting)
Operating profit 75% Operating profit for the year ended 31 March 2023. £300m £340m
Strategic targets 25% Progress made against our digital retailing strategy.
In assessing whether the target has been satisfied, the Committee will consider a range of quantitative
and qualitative indicators to inform its decision, including the achievement of stretching strategic
and operational milestones against our digital retailing strategic pillar, and measures relating to the
engagement of car buyers and retailer customers.
98 Auto Trader Group plc Annual Report and Financial Statements 2022
PSP awards in FY23
PSP awards for the CEO will be made at the level of 200% of base salary and PSP awards for the COO and CFO will be made at the level
of 150% of base salary. Awards will be subject to the following performance measures and targets:
Measure Weighting Basis
Threshold
(25% vesting)
Stretch
(100% vesting)
Operating profit 70% Operating profit compound annual growth rate for the three years
ended 31 March 2025.
1
5.5% 10.5%
Revenue growth 20% Revenue compound annual growth rate for the three years ended
31 March 2025.
1
5.5% 10.5%
Carbon reduction 10% Reduction of carbon emissions by 31 March 2025.
2
23% 36%
Diversity underpin N/A The vesting under any of the performance conditions will be subject to a Diversity underpin.
The Committee will determine whether there has been acceptable progress made against the key
gender and ethnic diversity objectives, including considering the proportion of our staff who are women
and who are ethnically diverse as well as the proportion of leadership
3
who are women and who are
ethnically diverse.
In assessing whether the underpin has been satisfied, the Committee will consider a range of
quantitative and qualitative benchmarks to inform its decision, including ‘how’ performance
has been achieved and ‘what’ performance has been achieved over the performance period.
Should the Committee consider that the underpin has not been met, the Committee would consider
whether a discretionary reduction in the number of shares vesting was required.
1. Compound annual growth rate targets have been set as three-year growth targets with reference to performance for 31 March 2022 as the base year.
2. Carbon emissions are calculated based on the financial consolidation approach as defined in the Greenhouse Gas Protocol, and include emissions from
Scopes 1, 2 and 3. Our total carbon emissions for the year to 31 March 2022 (the base year) have been independently verified. Refer to page 45 for further details.
3. Leadership is defined as OLT and OLT-1.
The Committee set these targets taking into account internal and external expectations of performance and organic growth of the
business. The Committee believes that these targets are appropriately stretching. For performance between the threshold and stretch
targets, vesting will be calculated on a pro-rata basis. There is no vesting for performance below the threshold target.
Each element will be assessed independently of the other at the end of the performance period. In line with best practice and shareholder
expectations the Committee will then consider the wider context and retains the discretion to adjust the payout from the PSP if it is not
considered to be reflective of underlying financial or non-financial performance of the business or the performance of the individual over the
performance period or where the outcome is not considered appropriate in the context of the experience of shareholders or other stakeholders.
UK Corporate Governance Code
The Directors’ Remuneration Policy has been developed taking into account the following principles as recommended in the revised 2018
UK Corporate Governance Code:
Clarity: The Policy is designed to allow our remuneration arrangements to be structured such that they clearly support, in a sustainable
way, the financial and strategic objectives of the Company. The Committee remains committed to reporting on its remuneration
practices in a transparent, balanced and understandable way.
Simplicity: The Policy consists of three main elements: fixed pay (salary, benefits and pension), an annual bonus and a long-term
incentive award. The metrics used in our incentive plans directly link back to our key strategic ambitions and values and provide a clear
link to the shareholder experience. The Committee may change measures for future years to ensure they continue to be aligned with
our strategy.
Risk: The Policy is in line with our risk appetite. A robust malus and clawback policy is in place, and the Committee has the discretion
to reduce pay outcomes where these are not considered to represent overall Company performance or the shareholder experience.
Furthermore, our bonus deferral, post-cessation shareholding requirement, and PSP holding period ensure that Executive Directors
are motivated to deliver sustainable performance.
Predictability: The Committee considers the impact of various performance outcomes on incentive levels when determining quantum.
These can be seen as part of the Directors’ Remuneration Policy in the 2021 Annual Report and Financial Statements.
Proportionality: A substantial portion of the package comprises performance-based reward, which is linked to our strategic priorities
and underpinned by a robust target-setting process. We are mindful of the alignment with our workforce, the shareholder experience
and our values and culture when considering the right and proportional approach to pay.
Alignment to culture: When developing our Policy, the Committee reviewed our approach to remuneration throughout the organisation
to ensure that arrangements are appropriate in the context of the wider workforce. The themes considered include workforce
demographics, engagement levels and diversity to ensure that executive remuneration is appropriate from a cultural perspective.
Our FY23 PSP award includes Carbon reduction objectives with the vesting of the award subject to a diversity underpin.
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
99
Auto Trader Group plc Annual Report and Financial Statements 2022
DIRECTORS’ REMUNERATION REPORT CONTINUED
Recovery and withholding provisions
Recovery and withholding provisions apply to variable pay, to enable the Company to recover amounts paid under the annual bonus and
PSP in the event of the following negative events occurring within three years of the payment of a cash bonus, the grant date of an award
under the DABP or the vesting date of PSP awards:
a material misstatement of, or restatement to, the audited financial statements or other data;
an error in calculation leading to over-payment of bonus;
individual gross misconduct;
serious reputational damage;
corporate failure; or
any other circumstance which the Committee considers is similar in nature or effect.
Should such an event be suspected, there will be a further two years in which the Committee may investigate the event. The amount to
be recovered would generally be the excess payment over the amount which would otherwise be paid, and recovery may be satisfied in
a variety of ways, including through the reduction of outstanding deferred awards, reduction of the net bonus or PSP vesting and seeking
a cash repayment.
Service contracts and policy for payments on loss of office
The service contracts for the Executive Directors are terminable by either the Company or the Executive Director on 12 months’ notice
and make provision for early termination by way of payment of a cash sum equal to 12 months’ salary and pension. The Company may
continue to provide benefits until the end of the notice period or may make a payment to the value of 12 months’ contractual benefits.
Payment in lieu of notice can be paid either as a lump sum or in equal monthly instalments over the notice period and will normally be
subject to mitigation. The Committee will consider the particular circumstances of each leaver and retains flexibility as to at what point,
and the extent to which, payments are reduced.
The Executive Directors are subject to annual re-election at the AGM. Service contracts are available for inspection at the Company’s
registered office or on request from ir@autotrader.co.uk. The CEO’s service contract date is 1 April 2017, the CFO’s service contract date
is 1 March 2020, and the COO’s service contract date is 1 May 2019.
Remuneration Policy for the Chair and Non-Executive Directors
Element Overview of operation Implementation for 2023
Fees Both the Chair and the Non-Executive Directors are paid
annual fees and do not participate in any of the Company’s
incentive arrangements, or receive any pension provision
or other benefits.
The Chair receives a single fee covering all of his duties.
The Non-Executive Directors receive a basic Board fee,
with additional fees payable for chairing the Audit,
Remuneration and Corporate Responsibility Committees
and for performing the Senior Independent Director role.
Fees were reviewed and will be increased by 5% with effect
from 1 July 2022 as follows:
Base fees
Chair: £197,078
Non-Executive Directors: £60,861
Additional fees
SID: £10,433
Audit Committee Chair: £10,433
Remuneration Committee Chair: £10,433
Corporate Responsibility Committee Chair: £10,433
There is no additional fee payable to the Chair of the
Nomination Committee as the Chair of the Board is
currently Chair of the Nomination Committee.
All Non-Executive Directors have letters of appointment with the Company for an initial period of three years, subject to annual
re-appointment at the AGM. Appointment is terminable on six months’ written notice. The appointment letters for the Non-Executive
Directors provide that no compensation is payable upon termination of employment. The letters of appointment are available for
inspection at the Company’s registered office. Details of the appointment terms of the Non-Executive Directors are as follows:
Start of current term Expiry of current term
Ed Williams 6 March 2021 5 March 2024
David Keens 1 May 2021 30 April 2024
Jill Easterbrook 1 July 2021 30 June 2024
Jeni Mundy 1 March 2022 28 February 2025
Sigga Sigurdardottir 1 November 2019 31 October 2022
Jasvinder Gakhal 1 January 2022 31 December 2024
100 Auto Trader Group plc Annual Report and Financial Statements 2022
Single figure of remuneration for the year ended 31 March 2022 (audited)
The table below shows the aggregate emoluments earned by the Directors of the Company in the year ended 31 March 2022.
£’000 Salary and fees Benefits Other Annual bonus
Long-term
incentives
2
Pension
Total fixed
remuneration
Total variable
remuneration Total
Executive
Nathan Coe 577 1 652 457 40 618 1,108 1,727
Catherine Faiers
1
320 1 313 318 21 342 631 973
Jamie Warner 335 1 1
3
328 109
4
23 360 437 797
Non-Executive
Ed Williams 187 187 187
David Keens 77 77 77
Jill Easterbrook 68 68 68
Jeni Mundy 68 68 68
Sigga Sigurdardottir 58 58 58
Jasvinder Gakhal
5
14 14 14
1. Catherine Faiers works a 4.5 day working week and her salary has been pro-rated accordingly.
2. 50.1% of PSP awards granted in 2019 will vest in 2022 for performance over the three-year period to 31 March 2022. For the purpose of the single figure the vested
shares have been valued based on the three-month average share price to 31 March 2022 of 663.06p. Dividend equivalents to the value of £11,027 for Nathan Coe,
£7,672 for Catherine Faiers and £2,612 for Jamie Warner have also been included. 15% of the vested value is due to share price growth of 18% since the date of award.
No discretion was exercised in relation to share price appreciation.
3. Jamie Warner was granted 1,009 shares under the Company’s Save As You Earn scheme, at a discount of 20% to the market price. The total value of the discount
was £1,484 and has been included in the ‘Other’ column above.
4. Jamie Warner’s long-term incentive vesting in the year was granted before he joined the plc Board.
5. Jasvinder Gakhal was appointed to the Board on 1 January 2022.
Single figure of remuneration for the year ended 31 March 2021 (audited)
The table below shows the aggregate emoluments earned by the Directors of the Company in the year ended 31 March 2021.
£’000 Salary and fees
1
Benefits Other Annual bonus
2
Long-term
incentives
3
Pension
Total fixed
remuneration
Total variable
remuneration Total
Executive
Nathan Coe 497 1 25 523 523
Catherine Faiers 286 1 14 301 301
Jamie Warner
4
289 1 1 14 305 305
Non-Executive
Ed Williams 138 138 138
David Keens 57 57 57
Jill Easterbrook 58 58 58
Jeni Mundy 52 52 52
Sigga Sigurdardottir 50 50 50
1. Base salary and fees were reduced for a portion of the year due to the impact of COVID-19 as described overleaf. Furthermore, Catherine Faiers has reduced
to a 4.5 day working week from 1 September 2020 and her salary has been pro-rated accordingly.
2. In response to the COVID-19 outbreak, no annual bonus plan operated for FY21.
3. PSP awards granted in 2018 did not vest, as the threshold performance was not met.
4. Jamie Warner was granted 1,345 shares under the Company’s Save As You Earn scheme, at a discount of 20% to the market price. The total value of the discount
was £1,485 and has been included in the ‘Other’ column above.
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
101
Auto Trader Group plc Annual Report and Financial Statements 2022
DIRECTORS’ REMUNERATION REPORT CONTINUED
Additional information to support the single figure
Base salary
In light of the impact of COVID-19 on the business and the wider workforce, our Executive Directors forewent 50% of their salary from
1 April 2020 to 1 July 2020. The Chair and Senior Independent Director (David Keens) waived their fees entirely during that period, and the
remainder of the Board waived its fees by 50% during the same period. With a return to higher levels of revenue and profit, salaries and
fees were returned to normal levels from 1 July 2020. The figures shown in the Single Total Figure of Remuneration table for the year ended
31 March 2021 on the previous page reflect these changes.
Benefits
Benefits include: private healthcare, life assurance and income protection insurance.
Pension
Employer’s pension contributions of 7% of salary were paid in respect of Executive Directors in line with those received for the wider UK
employee population. As disclosed last year, this increased from 5% of salary for the year ended 31 March 2021 following a review of wider
workforce pension arrangements.
Annual bonus for the year ended 31 March 2022
The performance measures, targets and performance outcomes for the annual bonus for the year ended 31 March 2022 are shown in the
following table:
Performance measures Weighting Threshold Stretch
Actual
performance
Payout
(as a % of
maximum)
Financial Operating profit 75% Below or equal to £260m Equal to or above £300m £304m 100%
Strategic targets Milestones linked to our digital
car buying strategy
25% Below 1,750 Above 2,500 Below 1,750 0%
Total 75%
During 2022, Operating profit exceeded the stretch target and so this part of the annual bonus will be paid out in full. Operating profit
is a key performance indicator of the business and the Board believes continuing to deliver Operating profit performance will generate
long-term value for shareholders.
In 2021, the Committee decided that 25% of the annual bonus would be determined based on measures relating to the take up of our
digital retailing products by retailers, measured by the number of instances paid for by retailers of our digital retailing components.
However, since these strategic targets were set, the approach to digital retailing has changed. Where we had originally planned to
launch and monetise the individual components of the transaction, we have pivoted to now bring all products into a full end-to-end
digital retailing deal builder journey which we will then monetise, and therefore the threshold was not achieved and this part of the
annual bonus will not result in a payout.
Performance Share Plan vesting for year ended 31 March 2022
The PSP award granted in 2019 was based on performance to 31 March 2022. The performance conditions this award was based on
and the targets and performance delivered are set out in the table below:
Measure Weighting
Threshold
(25% vesting)
Stretch
(100% vesting)
Actual
performance
Payout
(as a % of
maximum)
Operating profit
Compound annual growth rate for the three years
ended 31 March 2022
75% 6.5% p.a. Equal to or above 11% p.a. 7.6% 43.3%
Total Group revenue
Compound annual growth rate for the three years
ended 31 March 2022
25% 5% p.a. Equal to or above 8% p.a. 6.8% 70.3%
Total vesting 50.1%
The Committee reviewed the formulaic outcome under the annual bonus and PSP and considered the overall bonus outcome and PSP
vesting level for the year to be appropriate and so did not exercise any discretion in relation to outcomes for Executive Directors. In line
with the Policy, the Committee has the ability to exercise malus and clawback with regards to incentive awards in certain circumstances
as outlined in the Policy.
Overall, the Committee considers that the Remuneration Policy has operated as it was intended during 2021/22. The performance-driven
focus of our total remuneration directly supports the sustainable long-term success of the business.
102 Auto Trader Group plc Annual Report and Financial Statements 2022
Scheme interests awarded during the year (audited)
Awards granted in the year under the PSP are shown below. Awards are granted as nil-cost options.
Executive Director
Number of
shares awarded
Multiple of
salary
Face value of
awards
2
% award vesting
at threshold
(% maximum) Performance period
PSP awards
1
Nathan Coe 198,935 200% £1,136,000 25% 1 April 2021 to 31 March 2024
Catherine Faiers 82,74 3 150% £472,500 25% 1 April 2021 to 31 March 2024
Jamie Warner 86,683 150% £495,000 25% 1 April 2021 to 31 March 2024
1. PSP awards will normally be eligible to vest three years from grant (17 June 2021) based on performance over the three years to 31 March 2024 and continued employment.
The net value of the vested awards is subject to a two-year holding period.
2. As disclosed last year, face value was calculated based on the three-month average share price to the day before grant date (17 June 2021) of 571.0p.
This approach has been used to smooth out share price volatility and ensure that the number of shares awarded is not overly impacted by short-term changes
in the share price.
The performance conditions applying to the 2021 PSP awards shown in the table above are set out below:
Measure Weighting Basis
Threshold
(25% vesting)
Stretch
(100% vesting)
Operating profit 75% Operating profit compound annual growth rate for the three years ended
31 March 2024.
5.5% 11%
Revenue growth 12.5% Revenue compound annual growth rate for the three years ended
31 March 2024.
5% 9%
Diversity 12.5% Progress made in respect of a basket of Diversity objectives by March 2024,
including:
The proportion of women employees in the Group being 40%.
The proportion of leadership who are women being 38%.
The proportion of ethnically diverse employees in the Group being 14%.
The proportion of leadership who are ethnically diverse being 10%.
The Committee will determine the payout in relation to the Diversity
measures in the round taking into account the progress made against the
key objectives as set out above, considering ‘how’ performance has been
achieved as well as ‘what’ performance has been achieved.
N/A N/A
Directors’ shareholding and share interests (audited)
Executive Directors are required to maintain a shareholding in the Company equivalent in value to 200% of salary. If an Executive Director
does not meet the guideline, they will be expected to retain at least half of the net shares vesting under the Company’s discretionary
share-based employee incentive schemes until the guideline is met. Non-Executive Directors do not have shareholding guidelines.
The table below sets out the number of shares held or potentially held by Directors (including their connected persons where relevant)
as at 31 March 2022. There have been no changes in these interests up until 26 May 2022.
Director
Beneficially
owned shares
1
Number of
awards held
under the PSP
conditional on
performance
Number of
awards held
under the DABP
and Single
Incentive Plan
2
conditional on
continued
employment
Number of
unvested
Sharesave
options and
Share Incentive
Plan shares
Number of
vested but
unexercised nil
cost options
Number of
vested
Sharesave
options and
Share Incentive
Plan shares
Target
shareholding
guideline
(as a % of salary)
Percentage of
salary held in
shares as at
31 March 2022
3
Executive Directors
Nathan Coe 3,098,403 602,487 96,672 200% 3,384%
Catherine Faiers 51,327 342,167 200% 101%
Jamie Warner 26,216 275,172 4,496 2,354 3,971 200% 49%
Non-Executive Directors
Ed Williams 5,375,444 N/A N/A
David Keens 50,000 N/A N/A
Jill Easterbrook N/A N/A
Jeni Mundy N/A N/A
Sigga Sigurdardottir N/A N/A
Jasvinder Gakhal N/A N/A
1. Includes shares owned by connected persons. Only beneficially owned shares count towards the shareholding guideline.
2. The Single Incentive Plan operates for senior executives below the Board.
3. Based on the Director’s salary and the mid-market price at close of business on 31 March 2022 of 632.80p. Includes net (after tax) of options vested but not exercised.
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
103
Auto Trader Group plc Annual Report and Financial Statements 2022
DIRECTORS’ REMUNERATION REPORT CONTINUED
Payments to former Directors (audited)
There were no payments made to former Directors during the year.
Payments for loss of office
There were no payments for loss of ofce during the year.
Performance graph and CEO remuneration table
The graph below illustrates the Company’s TSR performance relative to the FTSE350 Index (excluding investment trusts) from the start
of conditional share dealing on 18 March 2015. This index has been selected as it is a broad all-sector group of which the Company is a
constituent. The graph shows the performance over that period of a hypothetical £100 invested.
0
50
100
150
200
250
300
FTSE350 (excluding investment trusts)Auto Trader Group plc
31 March
2022
31 March
2021
31 March
2020
29 March
2019
30 March
2018
31 March
2017
31 March
2016
31 March
2015
18 March
2015
Total shareholder return (£)
(rebased)
Source: Datastream (Thomson Reuters)
CEO remuneration
The table below sets out the CEO’s single figure of total remuneration together with the percentage of maximum annual bonus awarded
over the same period.
2022 2021 2020
1,2
2019 2018 2017 2016 2015
3
CEO total remuneration (£’000) 1,727 523 1,659 2,052 2,929 980 1,339 20
Annual bonus (% of maximum) 75% N/A
4
N/A
5
76.75% 50.3% 51.8% 100% N/A
6
PSP vesting (% of maximum) 50% N/A
7
73.6% 51.2% 100% N/A
8
N/A
8
N/A
8
1. The 2020 figures reflect Trevor Mather’s service as CEO to 29 February 2020, and Nathan Coe’s service as CEO from 1 March 2020.
2. The 2020 CEO total remuneration has been updated to reflect the value of the PSP based on the share price on the date of vesting of 541.00p rather than the three-month
average share price to 31 March 2020 of 529.38p.
3. From the date of Admission in March 2015.
4. No bonus plan operated in 2020/21.
5. The CEO elected to waive his bonus in respect of 2019/20.
6. Private company when bonus plan implemented in 2015.
7. PSP awards lapsed in 2020/21 as performance conditions were not met.
8. No awards were eligible to vest in respect of long-term performance ending in 2015, 2016 or 2017.
104 Auto Trader Group plc Annual Report and Financial Statements 2022
CEO pay ratio
The table below shows the ratio between the CEO’s total single figure calculated as set out opposite and the median, lower and upper
quartile total remuneration for our UK-based workforce. Our median all-employee to CEO pay ratio is 34.6:1.
A significant proportion of the CEO’s pay is in the form of variable pay through the annual bonus and the PSP. CEO pay will therefore vary
year-on-year based on Company and share price performance. The CEO to all-employee pay ratio will therefore also fluctuate taking
this into account.
It should be noted that the pay ratio when comparing 2021 and 2022 has increased more significantly due to the fact that the CEO’s single
figure of remuneration in 2022 includes a full salary as well as both an annual bonus and a PSP award vesting. However, during FY21, the
CEO waived 50% of his base salary for the first three months of the year, the annual bonus scheme did not operate, and the PSP awards
did not vest in the year.
The Board has confirmed that the ratio is consistent with the Company’s wider policies on employee pay, reward and progression, and is
appropriate for the Company’s size and structure.
Year Method
25
th
percentile
pay ratio Median pay ratio
75
th
percentile
pay ratio
2022 A 48:1 34.6:1 24.4:1
2021 A 15.9:1 10.9:1 7.8:1
2020 A 50.4:1 34.2:1 24.8:1
Method A has been used to determine the relevant employees on the basis that this approach is in line with the approach used to calculate the single total figure for
the CEO and therefore is the most robust.
For 2022, the salary for the P25 employee was £31,500 and total remuneration was £35,938. The salary for the P50 employee was £44,500 and total remuneration was
£49,910. The salary for the P75 employee was £61,375 and total remuneration was £70,608.
The P25, P50 and P75 employees were determined as at 31 March 2022 based on full-time equivalent remuneration. Only employees who were employed as at the end
of the financial year were included; salaries were annualised, taking account of mid-year increases. The total remuneration includes salary, allowances, taxable
benefits, pension contributions and share-based payments. Taxable benefits are based on the previous tax year (2020) for company cars and current tax year (2021)
for healthcare benefits. Options under the SAYE scheme are included as at the date of grant, based on the difference between the market value at grant date and
the exercise price. Options under discretionary plans (PSP and Single Incentive Plan) are based on the date that the performance conditions were achieved, and
valued using the three-month average share price to 31 March 2022 of 663.06p.
For 2020, the CEO single figure reflects amounts to Trevor Mather (stepped down 29 February 2020) and Nathan Coe (appointed CEO 1 March 2020) for their
respective time in service.
Year-on-year change in pay for Directors compared to the average employee
In accordance with the new requirement under The Companies (Directors’ Remuneration Policy and Directors’ Remuneration Report)
Regulations 2019, the table below shows the increase in each Director’s pay (salary, benefits and bonus) between 2020 to 2021, and 2021
to 2022, compared to the average increase for the employees of the Group.
2022-2021 2021-2020
Base salary/fees Benefits Annual bonus Base salary/fees Benefits Annual bonus
Executive Directors
Nathan Coe
1,2
16% (7%) 100%
8
26% 31% (100%)
Catherine Faiers
1,3
12% (7%) 100%
8
(11%) 43% (100%)
Jamie Warner
1,4
16% (7%) 100%
8
932% 1,477% (100%)
Non-Executive Directors
Ed Williams
1
36% (25%)
David Keens
1
35% (25%)
Jill Easterbrook
1
17% (13%)
Jeni Mundy
1,5
31% (9%)
Sigga Sigurdardottir
1,6
16% 108%
Jasvinder Gakhal
1,7
N/A N/A N/A N/A N/A N/A
Average employee 5.5% 37% - 0% 27%
1. Ed Williams and David Keens voluntarily waived their entire fees from 1 April 2020 to 30 June 2020. The remaining Board members voluntarily waived 50% of their
salaries and fees from 1 April 2020 to 30 June 2020.
2. Nathan Coe was appointed as CEO on 1 March 2020 and his base salary increased on that date from £377,000 to £568,000.
3. Catherine Faiers was appointed to the Board on 1 May 2020 and therefore her reported salary for FY20 represents only 11 months. Further, Catherine became
part-time from 1 September 2020 and therefore her salary was pro-rated from that date to reflect her 4.5 day working week.
4. Jamie Warner was appointed to the Board on 1 March 2020 and therefore his reported salary for FY20 represents only one month.
5. Jeni Mundy was appointed Chair of the Corporate Responsibility Committee from 1 January 2021 and received an additional fee of £9,742 per annum from that date.
6. Sigga Sigurdardottir was appointed to the Board on 1 November 2019 and therefore her reported fee for FY20 represents only five months.
7. Jasvinder Gakhal was appointed to the Board on 1 January 2022.
8. 100% value shown as no bonus was paid last year.
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
105
Auto Trader Group plc Annual Report and Financial Statements 2022
DIRECTORS’ REMUNERATION REPORT CONTINUED
Relative importance of the spend on pay
The following table shows the Group’s actual spend on pay for all employees compared to distributions to shareholders. The average
number of employees has also been included for context. Revenue and Operating profit have also been disclosed as these are two
key measures of Group performance.
2022
£m
2021
£m
%
change
Employee costs (see note 7 to the consolidated financial statements) 69.8 59.9 17%
Average number of employees (see note 7 to the consolidated financial statements) 960 908 6%
Revenue (see Consolidated income statement) 432.7 262.8 65%
Operating profit 303.6 161.2 88%
Dividends paid and share buybacks
(see notes 24 and 26 to the consolidated financial statements) 237.1
Fees for the Chair and Non-Executive Directors
Fees for the Chair and Non-Executive Directors were reviewed in early 2022 and will be increased by 5% with effect from 1 July 2022.
The following table sets out the new fees in financial year 2023 compared to those which applied in financial year 2022.
Base fees FY23 FY22
Percentage
change
Chair £ 1 9 7,078 £187,693 5%
Non-Executive Director £60,861 £ 57,96 3 5%
Additional fees
Senior Independent Director £10,433 £9,936 5%
Audit Committee Chair £10,433 £9,936 5%
Remuneration Committee Chair £10,433 £9,936 5%
Corporate Responsibility Committee Chair £10,433 £9,936 5%
Service contracts for Executive Directors
The service contracts for the Executive Directors are terminable by either the Company or the Executive Director on 12 months’ notice
and make provision for early termination by way of payment of a cash sum equal to 12 months’ salary and pension. The Company may
continue to provide benefits until the end of the notice period or may make a payment to the value of 12 months’ contractual benefits.
Funding of equity awards
Share awards may be funded by a combination of newly issued shares, treasury shares and shares purchased in the market.
Where shares are newly issued or from treasury, the Company complies with Investment Association dilution guidelines on their issue.
The current dilution usage of all share plans is c. 0.99% of shares in issue.
Where shares are purchased in the market, these will be held by a trust, in which case the voting rights relating to the shares are
exercisable by the Trustees in accordance with their fiduciary duties. At 31 March 2022, the Trust held 358,158 shares in respect of
the Share Incentive Plan.
106 Auto Trader Group plc Annual Report and Financial Statements 2022
External directorships
Auto Trader recognises that its Executive Directors may be invited to become non-executive directors of other companies. Such
non-executive duties can broaden a Director’s experience and knowledge which can benefit Auto Trader. The Chair of the Board
would approve any such directorships in advance to ensure that there was no conflict of interest.
Membership of the Committee
Jill Easterbrook is the Committee Chair, and its other members are David Keens, Jeni Mundy, Sigga Sigurdardottir and Jasvinder Gakhal.
Refer to pages 71 and 94 for further details of the membership of the Committee, the Terms of Reference, the meetings held and activities
during the year.
External advisors
During the year the Committee received advice from Deloitte who were appointed in October 2017 following a competitive tender
process. Deloitte are founding members of the Remuneration Consultants Code of Conduct and adhere to this Code in their dealings
with the Committee. The Committee is satisfied that the advice provided by Deloitte is objective and independent. The Committee is
comfortable that the members of the Deloitte team that provide remuneration advice to the Committee do not have connections with
the Company or its Directors that may impair their independence. The Committee reviewed the potential for conflicts of interest and
judged that there were appropriate safeguards against such conflicts.
Fees are charged on a time and materials basis. During the year Deloitte was paid £40,805 excluding VAT for advice provided to the
Committee. Deloitte provided additional services to the Company in relation to internal audit, risk advisory and tax services.
Statement of shareholder voting
Shareholder voting in relation to recent AGM resolutions is as follows:
Votes for
% of votes
cast for Votes against
% of votes
cast against Abstentions
2021 AGM: Annual Report on Remuneration (advisory) 746,866,155 97.27 % 20,922,290 2,73% 14,406
2021 AGM: Remuneration Policy (binding) 758,040,974 99.69% 2,355,178 0.31% 7, 4 0 6,6 9 9
Approval
This Directors’ remuneration report has been approved by the Board of Directors.
Signed on behalf of the Board of Directors.
Jill Easterbrook
Chair of the Remuneration Committee
26 May 2022
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
107
Auto Trader Group plc Annual Report and Financial Statements 2022
DIRECTORS’ REPORT
The Directors have pleasure in submitting their report
and the audited financial statements of Auto Trader Group plc (the
‘Company’) and its subsidiaries (together the ‘Group’) for the financial
year to 31 March 2022.
Management report
This Directors’ report, on pages 108 to 111,
together with the Strategic report on pages
2 to 69, form the Management Report for
the purposes of DTR 4.1.5R.
Strategic report
The Strategic report, which can be found on
pages 2 to 69, sets out the Group’s strategy,
objectives and business model; the
development, performance and position of
the Groups business (including financial
and operating key performance indicators);
a description of the principal risks and
uncertainties; and the main trends and
factors likely to affect the future
development, performance and position
of the Group’s business.
UK Corporate Governance Code
The Company’s statement on corporate
governance can be found in the Corporate
governance statement, the Report of the
Nomination Committee, the Report of
the Audit Committee, the Report of the
Corporate Responsibility Committee and
the Directors’ remuneration report and
policy report on pages 76 to 107; all of
which form part of this Directors’ report
and are incorporated into it by reference.
2022 Annual General Meeting
The 2022 AGM will take place at 10:00am
on Thursday 15 September 2022 at the
Company’s registered ofce at 4
th
Floor,
1 Tony Wilson Place, Manchester, M15 4FN. We
intend to hold the AGM as a physical meeting.
We encourage all shareholders to cast their
votes by proxy, and to send any questions in
respect of AGM business to
ir@autotrader.co.uk.
The AGM Notice sets out the resolutions to
be proposed and specifies the deadlines
for exercising voting rights and appointing
a proxy or proxies to vote in relation to
resolutions to be passed at the AGM. All
proxy votes will be counted and the numbers
for, against or withheld in relation to each
resolution will be announced at the AGM
and published on the Company’s website.
STATUTORY INFORMATION
Information required to be part of the Directors’ report can be found elsewhere in this document, as indicated in the table below,
and is incorporated into this report by reference:
Section of Annual Report Page reference
Employee involvement Strategic report: Make a difference (page 51)
Employees with disabilities Strategic report: Make a difference (page 53)
Financial instruments Financial statements: Note 2 to the consolidated financial statements (page 128)
Future developments of the business Strategic report: Our purpose-driven strategy (page 17)
Greenhouse gas emissions Strategic report: Make a difference (page 45)
Non-financial reporting Strategic report: Non-financial information statement (page 18)
INFORMATION REQUIRED BY LR 9.8
Information required to be included in the Annual Report by LR 9.8 can be found in this document as indicated in the table below:
Section of Annual Report Page reference
Allotment of shares during the year Financial statements: Note 24 to the consolidated financial statements (page 149)
Directors’ interests Governance: Directors’ remuneration report (page 103)
Significant shareholders Governance: Directors’ report (page 110)
Going concern Strategic report: Principal risks and uncertainties (pages 68 and 69)
Long-term incentive schemes Governance: Directors’ remuneration report (pages 97 to 107)
Powers for the Company to
buy back its shares
Governance: Directors’ report (page 109)
Significant contracts Governance: Directors’ report (page 110)
Significant related party agreements Governance: Directors’ report (page 110)
Statement of corporate governance Governance: Corporate governance statement (pages 76 to 81)
108 Auto Trader Group plc Annual Report and Financial Statements 2022
Board of Directors
The following individuals were Directors of the
Company for the whole of the financial year
ending 31 March 2022, and to the date of
approving this report unless otherwise stated:
Ed Williams.
Nathan Coe.
Catherine Faiers.
Jamie Warner.
David Keens.
Jill Easterbrook.
Jeni Mundy.
Sigga Sigurdardottir.
Jasvinder Gakhal (appointed 1 January 2022).
All Directors will stand for election or
re-election at the 2022 AGM in line with
the recommendations of the Code.
Appointment and replacement
of Directors
At each AGM each Director then in office
shall retire from office with effect from the
conclusion of the meeting. When a Director
retires at an AGM in accordance with the
Articles of Association of the Company, the
Company may, by ordinary resolution at
the meeting, fill the ofce being vacated
by re-electing the retiring Director. In the
absence of such a resolution, the retiring
Director shall nevertheless be deemed to
have been re-elected, except in the cases
identified by the Articles.
Results and dividends
The Group’s and Company’s audited
financial statements for the year are set
out on pages 119 to 168.
The Company declared an interim dividend
on 11 November 2021 of 2.7 pence per share
which was paid on 28 January 2022.
The Directors recommend payment of a
final dividend of 5.5 pence per share (2021:
5.0 pence) to be paid on 23 September 2022
to shareholders on the register of members
at the close of business on 26 August 2022,
subject to approval at the 2022 AGM.
Share capital and control
The Company’s issued share capital
comprises ordinary shares of £0.01 each
which are listed on the London Stock
Exchange (LSE: AUTO.L). The ISIN of the
shares is GB00BVYVFW23.
During the year, 63,795 additional shares
were allotted for a consideration of £3.05
per share in relation to the exercise of
share options under the Company’s SAYE
scheme. A further 2,615 additional shares
were allotted in relation to a nil cost
discretionary award.
The issued share capital of the Company
as at 31 March 2022 comprised 946,892,976
shares of £0.01 each, and 3,826,928 shares
were held in treasury. As at 26 May 2022,
the issued share capital of the Company
comprises 946,905,869 shares of £0.01 each,
and 3,787,486 shares held in treasury.
Further information regarding the Company’s
issued share capital and details of the
movements in issued share capital during the
year are provided in note 24 to the Group’s
financial statements. All the information
detailed in note 24 forms part of this Directors’
report and is incorporated into it by reference.
Details of employee share schemes are
provided in note 28 to the Group financial
statements.
Authority to allot shares
Under the 2006 Act, the Directors may
only allot shares if authorised to do so by
shareholders in a general meeting. At the
2021 AGM, special resolution 16 conferred
upon Directors the authority to allot
ordinary shares up to a maximum nominal
amount of £483,393 (48,339,300 shares),
for cash, on a non-pre-emptive basis.
In the Notice of the 2022 AGM (the ‘AGM
Notice’), ordinary resolution 15 seeks a new
authority to allow the Directors to allot
ordinary shares representing approximately
two thirds of the Company’s existing share
capital as at the date of the AGM Notice,
of which approximately one third of the
Company’s issued ordinary share capital
can only be allotted pursuant to a rights
issue. Special resolutions 16 and 17 seek a new
authority to allow the Directors to allot
ordinary shares on a non-pre-emptive basis
up to a maximum of approximately 5% of the
Company’s existing share capital and special
resolutions 16 and 17 seek a new authority to
allow the Directors to allot ordinary shares
on a non-pre-emptive basis in connection
with an acquisition or specified capital
investment, up to a further maximum of
approximately 5% of the Company’s existing
share capital at the date of the AGM Notice.
Authority to purchase own shares
As described on page 35, the Company
intends to continue its share buyback
programme, under the authority passed at
the 2021 AGM under which the Company is
authorised to make market purchases of up
to a maximum of 10% (96,678,535 shares) of
its own ordinary shares (excluding shares
held in treasury), subject to minimum and
maximum price restrictions, either to be
cancelled or retained as treasury shares.
The Directors will seek to renew this
authority at the forthcoming AGM.
Rights attaching to shares
All shares have the same rights (including
voting and dividend rights and rights on a
return of capital) and restrictions as set out
in the Articles, described below. Except
in relation to dividends which have been
declared and rights on a liquidation of the
Company, the shareholders have no rights
to share in the profits of the Company. The
Companys shares are not redeemable.
However, following any grant of authority
from shareholders, the Company may
purchase or contract to purchase any of
the shares on or off market, subject to the
Companies Act 2006 and the requirements
of the Listing Rules.
No shareholder holds shares in the Company
which carry special rights with regard to
control of the Company. There are no shares
relating to an employee share scheme which
have rights with regard to control of the
Company that are not exercisable directly
and solely by the employees, other than in
the case of the Auto Trader Group Share
Incentive Plan, where share interests of a
participant in such scheme can be exercised
by the personal representatives of a
deceased participant in accordance with
the Scheme rules.
Voting rights
Each ordinary share entitles the holder to
vote at general meetings of the Company.
A resolution put to the vote of the meeting
shall be decided on a show of hands, unless
the Directors decide in advance that a
poll will be conducted, or unless a poll is
demanded at the meeting. On a show of
hands, every member who is present in
person or by proxy at a general meeting of
the Company shall have one vote. On a poll,
every member who is present in person or
by proxy shall have one vote for every share
of which they are a holder. The Articles
provide a deadline for submission of proxy
forms of not less than 48 hours before the
time appointed for the holding of the
meeting or adjourned meeting. No member
shall be entitled to vote at any general
meeting either in person or by proxy, in
respect of any share held by the member,
unless all amounts presently payable by the
member in respect of that share have been
paid. Save as noted, there are no restrictions
on voting rights nor any agreement that may
result in such restrictions.
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
109
Auto Trader Group plc Annual Report and Financial Statements 2022
DIRECTORS’ REPORT CONTINUED
Restrictions on transfer of securities
The Articles do not contain any restrictions
on the transfer of ordinary shares in the
Company other than the usual restrictions
applicable where any amount is unpaid
on a share. Certain restrictions are also
imposed by laws and regulations (such as
insider trading and marketing requirements
relating to close periods) and requirements
of the Company’s share dealing code
whereby Directors and certain employees
of the Company require approval to deal
in the Company’s securities.
Change of control
Save in respect of a provision of the
Company’s share schemes which may cause
options and awards granted to employees
under such schemes to vest on takeover,
there are no agreements between the
Company and its Directors or employees
providing for compensation for loss of
office or employment (whether through
resignation, purported redundancy or
otherwise) because of a takeover bid.
Significant contracts
The only significant agreement to which the
Company is a party that takes effect, alters
or terminates upon a change of control
of the Company following a takeover bid,
and the effect thereof, is the revolving
credit facility agreement, which contains
customary prepayment, cancellation and
default provisions including, if required
by a lender, mandatory prepayment of all
utilisations provided by that lender upon
the sale of all or substantially all of the
business and assets of the Group or a
change of control.
Transactions with related parties
Compensation paid to Directors and
Key Management is as disclosed in
note 8 to the Group financial statements.
Research and development
Innovation, specifically in software, is a
critical element of Auto Trader’s strategy
and therefore of the future success of the
Group. Accordingly, the majority of the
Group’s research and development
expenditure is predominantly related to this
area. Since 30 September 2013, the Group
has changed its approach to technology
development such that the Group now
develops its core infrastructure through
small-scale, maintenance-like incremental
improvements, and as a result the amount
of capitalised development costs has
decreased as less expenditure meets the
requirements of IAS 38, Intangible Assets.
Indemnities and insurance
The Company maintains appropriate
insurance to cover Directors’ and officers’
liability for itself and its subsidiaries and
such insurance was in force for the whole
of the financial year ending 31 March 2022.
The Company also indemnifies the Directors
under a qualifying indemnity for the
purposes of Section 236 of the Companies
Act 2006: in the case of the Non-Executive
Directors in their respective letters of
appointment and in the case of the
Executive Directors in a separate deed
of indemnity. Such indemnities contain
provisions that are permitted by the Director
Liability provisions of the Companies Act
and the Company’s Articles.
Environmental
Information on the Group’s greenhouse
gas emissions is set out in the Make a
difference section on page 45 and forms
part of this report by reference.
Political donations
There were no political donations made
during the year or the previous year.
Commitment to acquire Autorama
(UK) Limited
The Group has agreed to acquire, subject
to regulatory approvals which at the date
of this report had not all been received, the
share capital of Autorama (UK) Limited. The
transaction is expected to complete in the
first half of financial year 2023. Auto Trader
will pay initial consideration of £150m in
cash, with a further £50m of deferred
consideration to be settled in shares subject
to customary performance conditions 12
months after the completion date. Once
issued, the shares will vest over a period
of two years in two 12-month instalments.
At 31 December 2021, Autorama had £27m of
gross assets and for the calendar year 2021,
made net revenue of £26m, selling c.14,500
vehicles and had an EBITDA loss of £6m,
which included marketing costs of over £9m.
Interests in voting rights
At the year end the Company had been notified, in accordance with Chapter 5 of the Financial Conduct Authority’s Disclosure Guidance
and Transparency Rules, of the following significant interests in the issued ordinary share capital of the Company:
At 31 March 2022 At 26 May 2022
Shareholder
Number of ordinary
shares/voting rights
notified
Percentage of voting
rights over ordinary
shares of £0.01 each
Number of ordinary
shares/voting rights
notified
Percentage of voting
rights over ordinary
shares of £0.01 each
BlackRock Inc. 127,991,231 13.53% 127,991,231 13.53%
Kayne Anderson Rudnick
Investment Management LLC. 66,149,562 6.99% 66,149,562 6.99%
Baillie Gifford & Co. 47, 4 82 , 5 49 5.01% 5 6 , 1 0 7, 22 1 5.95%
110 Auto Trader Group plc Annual Report and Financial Statements 2022
External branches
The Group had no active registered external
branches during the reporting period.
Financial instruments
Details of the financial risk management
objectives and policies of the Group,
including hedging policies and exposure of
the entity to price risk, credit risk, liquidity
risk and cash flow risk, are given in note 30
to the consolidated financial statements.
Disclosure of information to auditors
Each of the Directors has confirmed that:
so far as the Director is aware, there is no
relevant audit information of which the
Company’s auditors are unaware; and
the Director has taken all the steps that
he/she ought to have taken as a Director
to make him/herself aware of any
relevant audit information and to
establish that the Company’s auditor is
aware of that information.
This confirmation is given and should be
interpreted in accordance with the provisions
of Section 418 of the Companies Act 2006.
Statement of Directors’ responsibilities
in respect of the Annual Report and
Financial Statements
The Directors are responsible for preparing
the Annual Report and the Group and parent
company financial statements in accordance
with applicable law and regulations.
Company law requires the Directors to
prepare Group and parent company
financial statements for each financial year.
Under that law they are required to prepare
the Group financial statements in
accordance with UK-adopted international
accounting standards, in conformity with
the requirements of the Companies Act 2006
and applicable law. They have elected to
prepare the parent company financial
statements in accordance with United
Kingdom Accounting Standards, including
Financial Reporting Standard 101 ‘Reduced
Disclosure Framework’ applicable in the
United Kingdom and the Republic of Ireland’
(‘FRS 101’) and the Companies Act 2006.
In addition the Group financial statements
are required under the UK Disclosure
Guidance and Transparency Rules to be
prepared in accordance with UK-adopted
international accounting standards, in
conformity with the requirements of the
Companies Act 2006.
In accordance with Disclosure Guidance
and Transparency Rule 4.1.14R and the
requirements of UK-adopted international
accounting standards, the financial
statements will form part of the annual
financial report prepared using the single
electronic reporting format under the TD
ESEF Regulation and EU ESEF Regulation.
The auditor’s report on these financial
statements provides no assurance over
the ESEF format.
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 accounting
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 UK-adopted international
accounting standards;
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.
Responsibility statement of the Directors
in respect of the annual financial report
We confirm, to the best of our knowledge:
the financial statements, prepared in
accordance with the applicable set of
accounting standards, give a true and
fair view of the assets, liabilities, financial
position and profit or loss of the Company
and the undertakings included in the
consolidation taken as a whole; and
the Strategic report includes a fair review
of the development and performance of
the business and the position of the issuer
and the undertakings included in the
consolidation taken as a whole, together
with a description of the principal risks
and uncertainties that they face.
We consider that 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.
Approval of Annual Report
The Strategic report and the Corporate
governance report were approved by the
Board on 26 May 2022.
Approved by the Board and signed on its
behalf.
Claire Baty
Company Secretary
26 May 2022
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
111
Auto Trader Group plc Annual Report and Financial Statements 2022
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF AUTO TRADER GROUP PLC
1. Our opinion is unmodified
We have audited the financial statements of Auto Trader Group plc
(‘the Company’) for the year ended 31 March 2022 which comprise
the Consolidated income statement, the Consolidated statement
of comprehensive income, the Consolidated balance sheet, the
Consolidated statement of changes in equity, the Consolidated
statement of cash flows, the Company balance sheet and
Company statement of changes in equity, and the related notes,
including the accounting policies.
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 March
2022 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-adopted international
accounting standards (including FRS 101) and as applied in
accordance with the provisions of the Companies Act 2006.
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 sufcient and appropriate basis
for our opinion. Our audit opinion is consistent with our report to
the Audit Committee.
We were first appointed as auditor by the shareholders on 22
September 2016. The period of total uninterrupted engagement is
for the six financial years ended 31 March 2022. 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
£15.0m (2021: £7.8m)
5.0% (2021: 5.0%) of
Group profit before tax
Coverage 98% (2021: 99%) of
Group profit before tax
Key audit matters vs 2021
Recurring risks Revenue recognition
(Trade Revenue)
Parent company: Recoverability
of parent company’s investment
in subsidiary
112 Auto Trader Group plc Annual Report and Financial Statements 2022
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
Revenue recognition
(Trade revenue: £388.3m;
2021: £225.2m)
Refer to page 84 (Report
of the Audit Committee),
page 126 (accounting
policy) and page 134
(financial disclosures).
Data processing error
Revenue primarily consists of fees for
advertising on the Group’s website and related
data and access services. There are a high
volume of transactions, no significant
concentration of customers and a variety of set
packages. Retailers have the ability to select
the combination of products they receive.
In the prior year, we identified a significant
fraud risk of material misstatement relating
to Trade revenue. In prior years, there was a
greater volume of pricing changes for certain
customer arrangements as a result of the
economic effect of COVID-19 restrictions,
which increased the risk of whether revenue
was recognised appropriately where
changes had been made.
In the current year, this has not been the
case and we have not identified a significant
fraud risk. Based on our cumulative audit
experience, we have concluded that there
is not material judgement or estimation
in revenue recognition and no significant
opportunity for fraudulent material
misstatement, given the low value and
high volume of individual transactions.
We continue to consider Trade revenue
recognition to be a key audit matter as it is the
main driver of the Group’s results and its size
is reflected in the allocation of our resources
in planning and executing the audit.
We performed the tests below rather than seeking to rely
significantly on the Group’s controls, other than bank
reconciliations, because the nature of the Group’s Trade
revenue is such that we are able to obtain sufcient audit
evidence through substantive audit procedures.
Our procedures included:
test of control: testing the design, implementation and
operating effectiveness of bank reconciliation controls,
to provide evidence over reliability of cash data used in
our tests of detail;
test of detail: inspecting contractual terms, including
modifications agreed in the year, to identify
performance obligations and determine the timing of
revenue recognition;
data comparisons: using computer assisted audit
techniques to match sales information from the billing
system to the accounting records;
tests of detail: using computer assisted audit
techniques to match the entire population of sales
transactions recorded in the accounts to the billing
system and from the billing system to cash received and
trade receivables (including accrued income)
outstanding at the year end;
tests of detail: inspecting the level of credit notes raised
during the year and after the year end to assess the
adequacy of the credit note provision and to confirm
that revenue recognised in the year is not reversed
subsequent to year end;
tests of detail: using sampling techniques to test that
accrued income (being uninvoiced trade receivables) has
been earned in the year and is accurately recorded; and
analytic sampling: obtaining all journals posted to
revenue and, using computer assisted audit techniques,
analysing those entries with unusual attributes or those
with corresponding postings to unexpected accounts.
Agreeing any journals identified to relevant supporting
documentation.
Our results:
We found the amount of revenue recognised to be
acceptable (2021: acceptable).
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
113
Auto Trader Group plc Annual Report and Financial Statements 2022
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF AUTO TRADER GROUP PLC CONTINUED
The risk Our response
Recoverability of parent
company’s investment
in subsidiary
1,224.9m; 2021: £1,221.2m)
Refer to page 84 (Report
of the Audit Committee),
page 165 (accounting
policy) and page 166
(financial disclosures).
Low risk, high value
The carrying amount of the parent company’s
investment in subsidiary represents 71% (2021:
71%) of the parent company’s total assets. Its
recoverability is not at a high risk of significant
misstatement or subject to significant
judgement. However, due to its 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.
We performed the test below rather than seeking to rely on
any of the Company’s controls because the nature of the
balance is such that we would expect to obtain audit evidence
primarily through the detailed procedures described.
Our procedures included:
comparing valuations: Comparing the carrying amount
of the investment to the market capitalisation of the
Group, as a test for an indication of impairment, as all of
the Group’s trading operations are contained within the
subsidiary and its subgroup;
tests of detail: Comparing the carrying amount of the
investment with the relevant subsidiary’s draft balance
sheet to identify whether its net assets, being an
approximation of its minimum recoverable amount, were
in excess of its carrying amount and assessing whether
the subsidiary has historically been profit-making; and
assessing transparency: Assessing the sufficiency
of the Company’s disclosure in respect of the
recoverability of its investment in subsidiary.
Our results:
We found the Companys conclusion that there is no
indication of impairment of its investment in subsidiary
to be acceptable (2021: acceptable).
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 £15.0m (2021: £7.8m), determined with reference to a benchmark of
Group profit before tax of £301.0m (2021: £157.4m), of which it represents 5.0% (2021: 5.0%). The increase in materiality compared with the
prior year is consistent with the increase in the profit before tax benchmark.
Materiality for the parent company financial statements as a whole was set at £6.1m (2021: £6.4m), determined with reference to a
benchmark of Company total assets, of which it represents 0.5% (2021: 0.5%).
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 was set at 75% (2021: 75%) of materiality for the financial statements as a whole, which equates to £11.3m (2021:
£5.9m) for the Group and £4.6m (2021: £4.8m) 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 £0.8m (2021: £0.4m), in
addition to other identified misstatements that warranted reporting on qualitative grounds.
Of the Group’s 5 (2021: 6) reporting components, we subjected 3 (2021: 3) to full scope audits for Group purposes. The work on these components
was performed by the Group team. The components within the scope of our work accounted for the percentages illustrated opposite.
The remaining 3% (2021: 4%) of total Group revenue, 2% (2021: 1%) of Group profit before tax and 1% (2021: 1%) of total Group assets is
represented by 2 (2021: 3) reporting components, none of which individually represented more than 2% (2021: 2%) of any of total Group
revenue, Group profit before tax or total Group assets. 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 the audit work performed was predominately substantive as we placed limited reliance upon the Group’s internal control
over financial reporting.
2. Key audit matters: our assessment of risks of material misstatement continued
114 Auto Trader Group plc Annual Report and Financial Statements 2022
Group revenue
99%
1%
1%
99%
Group total assets
Group profit before tax
Group profit before tax
£301.0m (2021: £157.4m)
Group materiality
£15.0m (2021: £7.8m)
£11.3m
£15.0m
£14.8m
£0.8m
97%
3%
4%
96%
(2021: 96%)
98%
2%
1%
99%
Normalised PBT
Group materiality
97%
(2021: 99%)
99%
(2021: 99%)
98%
Full scope for Group audit purposes 2022
Residual components 2022
Full scope for Group audit purposes 2021
Residual components 2021
Whole financial statements
materiality (2021: £7.8m)
Whole financialstatements
performance materiality
(2021: £5.9m)
Range of materiality at 3
components (£14.8m to £2.7m)
(2021: 3 components £7.5m
to £2.7m)
Misstatements reported to the
Audit Committee (2021: £0.4m)
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
financial statements.
As part of our audit we performed a risk assessment of the impact of climate change risk and the commitments made by the Group in
respect of climate change on the financial statements and our audit approach.
We concluded that climate risk has no significant effect this year on the financial statements due to the nature of the Group’s current
business operations, solvency of the Group, and, in particular, the headroom between the carrying value and recoverable amount of
goodwill and parent company investment. As a result there was no impact from climate risk on our key audit matters.
We have read the disclosure of climate related information in the front half of the Annual Report and considered its consistency with
the financial statements and our audit knowledge. There were no matters to report in respect of this procedure.
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
Company or to cease their operations, and as they have concluded that the Group’s and the 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 Company’s financial resources or ability to continue operations over
the going concern period. The risk that we considered most likely to adversely affect the Group’s and Company’s available financial
resources over this period was lower than forecast revenues arising from reduced customer demand in the automotive market. We also
considered less predictable but realistic second order impacts, such as the erosion of customer confidence, which could result in a rapid
reduction of available financial resources.
We considered whether these risks could plausibly affect the Group’s liquidity or covenant compliance in the going concern period by
assessing the degree of downside assumptions that, individually and collectively, could result in a liquidity shortfall, taking into account
the Group’s current and projected cash and borrowing facilities (a reverse stress test). We also assessed the completeness of the going
concern disclosure.
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
115
Auto Trader Group plc Annual Report and Financial Statements 2022
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF AUTO TRADER GROUP PLC CONTINUED
5. Going concern continued
Our conclusions based on this work:
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 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 1 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
Company’s use of that basis for the going concern period, and we found the going concern disclosure in note 1 to be acceptable; and
the related statement under the Listing Rules set out on page 108 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
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, internal audit and the company secretary and inspection of policy documentation as to
the Group’s high-level policies and procedures to prevent and detect fraud, including the outsourced 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 and other Committee minutes;
considering remuneration incentive schemes and performance targets for management, such as the Group’s share based incentive
schemes; and
using analytical procedures to identify any unusual or unexpected relationships.
We communicated identified fraud risks throughout the audit team and remained alert to any indications of fraud throughout the audit.
As required by auditing standards, and taking into account performance incentives and our overall knowledge of the control
environment, 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. On this audit we do not believe there is a fraud risk related
to revenue recognition because there is no material judgement or estimation in revenue recognition and no significant opportunity for
fraudulent material misstatement, given the low value and high volume of individual transactions.
We did not identify any additional fraud risks.
We performed procedures including:
identifying journal entries to test for all full scope components based on risk criteria and comparing the identified entries to supporting
documentation. These included those posted to unusual accounts and those posted with unusual descriptions.
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
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, taxation legislation, and pensions legislation in respect of
defined benefit pension schemes 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: the General Data Protection Regulation, competition law, employment law,
anti-bribery and anti-corruption, money laundering legislation and certain aspects of company legislation recognising the regulated nature of
the Group’s activities and its legal form. 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.
116 Auto Trader Group plc Annual Report and Financial Statements 2022
Therefore if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect
that breach.
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 the 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 68) 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 uncertainties disclosures describing these risks and how emerging risks are identified, 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 68, 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 Company’s longer-term viability.
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
117
Auto Trader Group plc Annual Report and Financial Statements 2022
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF AUTO TRADER GROUP PLC CONTINUED
7. We have nothing to report on the other information in the Annual Report continued
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 control systems.
We are required to review the part of the Corporate Governance Statement relating to the Group’s compliance with the provisions of the
UK Corporate Governance Code specified by the Listing Rules for our review. We have nothing to report in this respect.
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. Respective responsibilities
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 but to 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 FRCs website at www.frc.org.uk/auditorsresponsibilities.
The Company is required to include these financial statements in an annual financial report prepared using the single electronic
reporting format specified in the TD ESEF Regulation. This auditor’s report provides no assurance over whether the annual financial
report has been prepared in accordance with that format.
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.
David Derbyshire (Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
1 St Peter’s Square
Manchester
M2 3AE
26 May 2022
118 Auto Trader Group plc Annual Report and Financial Statements 2022
CONSOLIDATED INCOME STATEMENT
For the year ended 31 March 2022
Note
2022
£m
2021
£m
Revenue
5 4 32.7 262.8
Administrative expenses
(1 32 .0) (1 0 4.0)
Share of profit from joint ventures
15 2 .9 2.4
Operating profit
6 303.6 161.2
Net finance costs
9 (2 .6) (3 .8)
Profit before taxation
30 1 .0 157 .4
Taxation
10 (56 .3) (2 9. 6)
Profit for the year attributable to equity holders of the parent
24 4.7 1 2 7. 8
Basic earnings per share (pence)
11 25.61 13 .24
Diluted earnings per share (pence)
11 25. 56 13.21
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
119
Auto Trader Group plc Annual Report and Financial Statements 2022
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 March 2022
Note
2022
£m
2021
£m
Profit for the year
24 4.7 1 2 7. 8
Other comprehensive income
Items that may be subsequently reclassified to profit or loss
Exchange differences on translation of foreign operations
0.2 (0.2)
Items that will not be reclassified to profit or loss
Remeasurements of post-employment benefit obligations, net of tax
23 0.2 1.6
Other comprehensive income for the year, net of tax
0.4 1.4
Total comprehensive income for the year attributable to equity holders of the parent
24 5.1 1 2 9. 2
120 Auto Trader Group plc Annual Report and Financial Statements 2022
CONSOLIDATED BALANCE SHEET
At 31 March 2022
Note
2022
£m
2021
£m
Assets
Non-current assets
Intangible assets
12 355.6 358.2
Property, plant and equipment
13 14.7 1 1.2
Deferred taxation assets
22 1.4 1 .7
Retirement benefit surplus
23 3 .7 3.2
Net investments in joint ventures
15 4 9. 7 5 4.6
42 5.1 4 2 8 .9
Current assets
Trade and other receivables
17 6 5 .9 5 9. 6
Current income tax assets
0.6 0.3
Cash and cash equivalents
18 51. 3 45.7
1 1 7. 8 105.6
Total assets
5 4 2 .9 53 4.5
Equity and liabilities
Equity attributable to equity holders of the parent
Share capital
24 9. 5 9. 7
Share premium
24 182.6 182.4
Retained earnings
1,3 32 .4 1 , 3 0 7. 3
Own shares held
25 (22 .4) (10.7)
Capital reorganisation reserve
(1, 060.8) (1,060 .8)
Capital redemption reserve
1.0 0. 8
Other reserves
30. 2 30.0
Total equity
472 . 5 45 8.7
Liabilities
Non-current liabilities
Borrowings
20 2 7. 6
Provisions for other liabilities and charges
21 1.3 1.1
Lease liabilities
14 6.5 5 .0
Deferred income
5 8 .9 9. 4
Deferred consideration
29 7. 9
16.7 51.0
Current liabilities
Trade and other payables
19 42.0 21.8
Provisions for other liabilities and charges
21 0. 7 0. 5
Lease liabilities
14 3.0 2.5
Deferred consideration
29 8.0
53 .7 24. 8
Total liabilities
70.4 75.8
Total equity and liabilities
5 4 2 .9 53 4.5
The financial statements were approved by the Board of Directors on 26 May 2022 and authorised for issue:
Jamie Warner
Chief Financial Officer
Auto Trader Group plc
Registered number: 09439967
26 May 2022
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
121
Auto Trader Group plc Annual Report and Financial Statements 2022
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 March 2022
Note
Share
capital
£m
Share
premium
£m
Retained
earnings
£m
Own shares
held
£m
Capital
reorganisation
reserve
£m
Capital
redemption
reserve
£m
Other
reserves
£m
Total
equity
£m
Balance at 31 March 2020
9. 2 1,18 0.1 (1 7. 9) (1, 060. 8) 0.8 30. 2 141.6
Profit for the year
1 2 7. 8 1 2 7. 8
Other comprehensive income:
Currency translation differences
(0.2) (0.2)
Remeasurements of post-employment
benefit obligations, net of tax
23 1.6 1.6
Total comprehensive income, net of tax
1 2 9. 4 (0.2) 1 2 9. 2
Transactions with owners
Employee share schemes – value of
employee services
28 3.3 3.3
Exercise of employee share schemes
(6. 0) 7. 0 1.0
Transfer of shares from ESOT
25 (0.2) 0.2
Tax impact of employee share schemes
0.7 0.7
Issue of ordinary shares
24 0.5 182.4 1 8 2 .9
Total transactions with owners,
recognised directly in equity
0.5 182.4 (2. 2) 7. 2 1 8 7. 9
Balance at 31 March 2021
9. 7 182 .4 1,307.3 (10.7) (1, 060.8) 0.8 30.0 45 8.7
Profit for the year
24 4 .7 24 4.7
Other comprehensive income:
Currency translation differences
0. 2 0.2
Remeasurements of post-employment
benefit obligations, net of tax
23 0.2 0.2
Total comprehensive income, net of tax
24 4.9 0. 2 245.1
Transactions with owners
Employee share schemes – value of
employee services
28 5.1 5.1
Exercise of employee share schemes
(4. 8) 6.0 1.2
Transfer of shares from ESOT
25 (0.1) 0.1
Tax impact of employee share schemes
0.1 0.1
Purchase of own shares for treasury
(1 7. 8 ) (1 7. 8)
Purchase of own shares for cancellation
(0.2) (1 4 6. 5) 0.2 (1 4 6. 5)
Issue of ordinary shares
24 0. 2 0. 2
Dividends paid
(7 3 .6) (7 3 .6)
Total transactions with owners,
recognised directly in equity
(0.2) 0.2 (2 1 9. 8) (11 .7) 0. 2 (231.3)
Balance at 31 March 2022
9. 5 182.6 1,3 32 .4 (22.4) (1, 060.8) 1.0 30. 2 47 2 . 5
122 Auto Trader Group plc Annual Report and Financial Statements 2022
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 March 2022
Note
2022
£m
2021
£m
Cash flows from operating activities
Cash generated from operations
27 328 .1 152.9
Income taxes paid
(5 6.2) (28 .2)
Net cash generated from operating activities
2 7 1 .9 124. 7
Cash flows from investing activities
Purchases of intangible assets – software
(0.1)
Purchases of property, plant and equipment
(2. 8) (1.3)
Dividends received from joint ventures
7. 8
Payment for acquisition of subsidiary, net of cash acquired
29 (10 .0)
Net cash used in investing activities
5.0 (11.4)
Cash flows from financing activities
Dividends paid to Company’s shareholders
26 (7 3. 6)
Drawdown of Syndicated revolving credit facility
20 6 4.5
Repayment of Syndicated revolving credit facility
20 (3 0.0) (3 47. 5 )
Payment of refinancing fees
20 (0.5)
Payment of interest on borrowings
31 (1. 5) (3.0)
Payment of lease liabilities
31 (3.2) (2. 5)
Purchase of own shares for cancellation
24 (145 .8)
Purchase of own shares for treasury
25 ( 1 7. 7 )
Payment of fees on purchase of own shares
(0.8)
Proceeds from the issue of shares net of bookrunner fees
24 18 3.2
Payment of fees on issue of own shares
24 (0. 3)
Contributions to defined benefit pension scheme
23 (0.1) (0.1)
Proceeds from exercise of share-based incentives
1.4 1.0
Net cash used in financing activities
(27 1. 3) (105.2)
Net increase in cash and cash equivalents
5.6 8.1
Cash and cash equivalents at beginning of year
18 45.7 3 7. 6
Cash and cash equivalents at end of year
18 51. 3 45.7
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
123
Auto Trader Group plc Annual Report and Financial Statements 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. General information
Auto Trader Group plc is a public limited company which is listed on the London Stock Exchange and is domiciled and incorporated in
the United Kingdom under the Companies Act 2006. The consolidated financial statements of the Company as at and for the year ended
31 March 2022 comprise the Company and its interest in subsidiaries (together referred to as ‘the Group’).
The consolidated financial statements of the Group as at and for the year ended 31 March 2022 are available upon request to the
Company Secretary from the Company’s registered ofce at 4
th
Floor, 1 Tony Wilson Place, Manchester, M15 4FN or are available on
the corporate website at plc.autotrader.co.uk.
Basis of preparation
The consolidated financial statements have been prepared in accordance with international accounting standards in conformity
with the requirements of the Companies Act 2006, and in accordance with UK-adopted international accounting standards.
The consolidated financial statements have been prepared on the going concern basis and under the historical cost convention.
Basis of consolidation
Subsidiaries are all entities over which the Group has control. Control exists when the Group has existing rights that give it the ability to
direct the relevant activities of an entity and has the ability to affect the returns the Group will receive as a result of its involvement with
the entity. In assessing control, potential voting rights that are currently exercisable or convertible are taken into account. The financial
statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date
that control ceases.
The acquisition method of accounting is used to account for the acquisition of subsidiaries by the Group. The cost of an acquisition is
measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange.
Costs directly attributable to the acquisition are expensed. Identifiable assets acquired and liabilities and contingent liabilities assumed
in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any non-
controlling interest. The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the
acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired is
recorded as goodwill. If the total of consideration transferred, non-controlling interest recognised and previously held interest
measured is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is
recognised directly in the income statement.
Intercompany transactions and balances between Group companies are eliminated on consolidation.
A joint arrangement is an arrangement over which the Group and one or more third parties have joint control. These joint arrangements
are in turn classified as: joint ventures whereby the Group has rights to the net assets of the arrangement, rather than rights to its assets
and obligations for its liabilities; and joint operations whereby the Group has rights to the assets and obligations for the liabilities relating
to the arrangement.
Associates are all entities over which the Group has significant influence but not control, generally accompanying a shareholding of
between 20% and 50% of the voting rights. Where significant influence is not demonstrated but the shareholding is between 20% and 50%,
the Group would account for its interest as an investment. All investments are initially recognised at cost and the carrying value is
reviewed for impairment.
Going concern
During the year ended 31 March 2022 the Group has continued to generate significant cash from operations. The Group has an overall
positive net asset position and had cash balances of £51.3m at 31 March 2022 (2021: £45.7m). During the year £237.1m was returned to
shareholders through share buybacks and dividends (2021: nil).
The Group has access to a Syndicated revolving credit facility (the ‘Syndicated RCF’).At 31 March 2022 the Group had nil (2021: £30m)
drawn of its £250m Syndicated RCF. The £250m Syndicated RCF is committed until June 2023, when it reduces to £197.8m through to
maturity in June 2025.
Cash flow projections for a period of not less than 12 months from the date of this report have been prepared and include the capital
commitment to acquire Autorama (UK) Limited given the likelihood of the event. Stress case scenarios have been modelled to make the
assessment of going concern, taking into account severe but plausible potential impacts of a returning pandemic, a data breach and
banning the sale of diesel cars. The results of the stress testing demonstrated that due to the Group’s significant free cash flow, access
to the Syndicated RCF and the Board’s ability to adjust the discretionary share buyback programme, the Group would be able to
withstand the impact and remain cash generative. Subsequent to the year end, the Group has generated cash flows in line with its
forecast and there are no events that have adversely impacted the Group’s liquidity.
The Directors, after making enquiries and on the basis of current financial projections and facilities available, believe that the Group has
adequate financial resources to continue in operation for a period not less than 12 months from the date of this report. For this reason,
they continue to adopt the going concern basis in preparing the financial statements.
124 Auto Trader Group plc Annual Report and Financial Statements 2022
Accounting estimates and judgements
The preparation of financial statements in conformity with IFRS requires the use of certain accounting estimates and assumptions. It also
requires management to exercise its judgement in the process of applying the Group’s accounting policies. Estimates and judgements
are continually evaluated and are based on historical experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances.
There are no accounting estimates or judgements which are critical to the reporting of results of operations and financial position.
The accounting estimates and judgements believed to require the most subjectivity or complexity are as follows:
Carrying values of goodwill
The Group tests annually whether goodwill, held by the Group or its joint venture, has suffered any impairment in accordance with the
accounting policy stated within note 2. Judgement is required in the identification and allocation of goodwill to cash-generating units.
The recoverable amounts of cash-generating units have been determined based on value-in-use calculations, which require the use
of estimates (note 12).
Recoverability of financial assets
IFRS 9 prescribes that historical expected credit losses should be adjusted for forward-looking information to reflect macro-economic
and market conditions. Used car pricing could potentially decline after significant price growth throughout the financial year ended
31 March 2022; this may have an adverse effect on the cash flows of retailers and is likely to increase credit risk looking forward as less
profit is made per vehicle sold.
Adjustments were made to the expected credit losses on financial assets to reflect this. Further details are set out in note 30.
Share-based payments
Share-based payment arrangements in which the Group receives goods or services as consideration for its own equity instruments are
accounted for as equity-settled share-based payment transactions. The fair value of services received in return for share options is
calculated with reference to the fair value of the award on the date of grant. Black-Scholes and Monte Carlo models have been used
where appropriate to calculate the fair value and the Directors have therefore made estimates with regard to the inputs to that model.
Estimation also arises over the number of share awards that are expected to vest, which is based whether non-market conditions are
expected to be met (note 28).
2. Significant accounting policies
Changes in significant accounting policies
New and amended standards adopted by the Group
The following amendments to standards have been adopted by the Group for the first time for the financial year beginning on 1 April 2021:
COVID-19-Related Rent Concessions (Amendment to IFRS 16)
Interest Rate Benchmark Reform – Phase 2 (Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16)
COVID-19-Related Rent Concessions beyond 30 June 2021 (Amendment to IFRS 16)
The adoption of these amendments has had no material effect on the Group’s consolidated financial statements.
Standards, amendments and interpretations to existing standards that are not yet effective
There are a number of amendments to IFRS that have been issued by the IASB that become mandatory in a subsequent accounting
period including:
Onerous Contracts – Cost of Fulfilling a Contract (Amendments to IAS 37)
Annual Improvements to IFRS Standards 2018-2020
Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16)
Reference to the Conceptual Framework (Amendments to IFRS 3)
IFRS 17 Insurance Contracts
Classification of liabilities as current or non-current (Amendments to IAS 1)
Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2)
Definition of Accounting Estimates (Amendments to IAS 8)
Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction – Amendments to IAS 12 Income Taxes
Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (Amendments to IFRS 10 and IAS 28)
The Group has evaluated these changes and none are expected to have a significant impact on these consolidated financial statements.
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
125
Auto Trader Group plc Annual Report and Financial Statements 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
2. Significant accounting policies continued
Existing significant accounting policies
The following accounting policies applied by the Group in these consolidated financial statements are the same as those applied by the
Group in its consolidated financial statements as at and for the year ended 31 March 2021.
Revenue
Revenue is measured based on the consideration specified in a contract with a customer and is recognised when a customer obtains
control of the services. Revenue is stated net of discounts, rebates, refunds and value-added tax.
Revenue principally represents the amounts receivable from customers for advertising on the Group’s platforms but also includes
non-advertising services such as data services. The different types of products and services offered to customers along with the nature
and timing of satisfaction of performance obligations are set out as follows:
(i) Trade revenue
Trade revenue comprises fees from retailers, Home Traders and logistics customers for advertising on the Group’s platforms and utilising
the Group’s services.
Retailer revenue
Retailer customers pay a monthly subscription fee to advertise their stock on the Group’s platforms. Control is obtained by customers
across the life of the contract as their stock is continually listed. Contracts for these services are agreed at a retailer or retailer group
level and are ongoing subject to a 30-day notice period. Revenue is invoiced monthly in arrears.
Retailers have the option to enhance their presence on the platform through additional products, each of which has a distinct
performance obligation. For products that provide enhanced exposure across the life of the product, control is passed to the customer
over time. Revenue is only recognised at a point in time for additional advertising products where the customer does not receive the
benefit until they choose to apply the product. Additional advertising products are principally billed on a monthly subscription basis in
line with their core advertising package, however certain products are billed on an individual charge basis. The Group also generates
revenue from retailers for data and valuation services under a variety of contractual arrangements, with each service being a separate
performance obligation. Control is obtained by customers either across the life of the contract where customers are licensed to use the
Group’s services or at a point in time when a one-off data service is provided.
Contract modifications occur on a regular basis as customers change their stock levels or add or remove additional advertising products
from their contracts. Following a contract modification, the customer is billed in line with the delivery of the remaining performance
obligations. A receivable is recognised only when the Group’s right to consideration is only conditional on the passage of time.
Home Trader revenue
Home Trader customers pay a fee in advance to advertise a vehicle on the Group’s platform for a specified period of time. Revenue is
deferred until the customer obtains control over the services. Control is obtained by customers across the life of the contract as their
vehicle is continually listed. Contracts for these services are typically entered into for a period of between two and six weeks.
Logistics revenue
Logistics customers pay a monthly subscription fee for access to the Group’s Motor Trade Delivery platform. Control is obtained by
customers across the life of the contract as their access is continuous. Contracts for these services are agreed at a customer level and
are ongoing subject to a 30-day notice period. Logistics customers have the option to bid on vehicle moves advertised by retailers on the
platform. The logistics customer pays a fee if they are successful in obtaining business from retailers through the Group’s marketplace.
Revenue is recognised at the point in time when the vehicle move has been completed. A receivable is recognised only when the Group’s
right to consideration is only conditional on the passage of time.
Data revenue
Data customers pay a subscription fee to access elements of Auto Trader’s vehicle database or to access the Fleetware software.
Control is transferred to customers across the life of the contract where customers have continuous access to the database or the
software.
AutoConvert revenue
AutoConvert customers pay a monthly subscription fee to access the AutoConvert platform. Control is transferred to customers across the life
of the contract where customers have continuous access to the platform and revenue is recognised across this period. Ancillary AutoConvert
revenues are charged on a per transaction basis and revenue is recognised at the point in time that these services are provided.
(ii) Consumer Services revenue
Consumer Services comprises fees from private sellers for vehicle advertisements on the Group’s websites, and third-party partners
who provide services to consumers relating to their motoring needs, such as insurance and loan finance. Private customers pay a fee in
advance to advertise a vehicle on the Group’s platform for a specified period of time. Control is obtained by customers across the life of
the contract as their stock is continually listed. Contracts for these services are typically entered into for a period of between two and six
weeks and revenue is recognised over this time. Revenue is also generated from third-party partners who utilise the Group’s platforms
to advertise their products under a variety of contractual arrangements, with each service being a separate performance obligation.
Control is obtained by customers at a point in time when the service is provided. Revenue is also generated through Instant Offer,
providing consumers with a guaranteed price for their vehicle offered by a third-party buyer. The Group’s fee is recognised as revenue
when the consumer’s vehicle is collected by the third-party buyer.
126 Auto Trader Group plc Annual Report and Financial Statements 2022
(iii) Manufacturer and Agency revenue
Revenue is generated from manufacturers and their advertising agencies for placing display advertising for their brand or vehicle on the
Group’s websites under a variety of contractual arrangements, with each service being a separate performance obligation. Control is
obtained by customers across the life of the contract as their advertising is displayed on the different platforms. Rebates are present in
the contractual arrangements with customers and are awarded either in cash or value of services based upon annual spend; an estimate
of the annualised spend is made at the reporting date to determine the amount of revenue to be recognised. A receivable is recognised
only when the Group’s right to consideration is only conditional on the passage of time.
Employee benefits
The Group operates several pension schemes and all except one are defined contribution schemes. Within the UK all pension schemes set
up prior to 2001 have been closed to new members and only one defined contribution scheme is now open to new employees.
a) Defined contribution scheme
The assets of the defined contribution scheme are held separately from those of the Group in independently administered funds.
The costs in respect of this Scheme are charged to the income statement as incurred.
b) Defined benefit scheme
The Group operates one defined benefit pension scheme that is closed to new members. The asset or liability recognised in the balance
sheet in respect of the defined benefit scheme is the present value of the defined benefit obligation at the balance sheet date less the
fair value of the Scheme’s assets. The defined benefit obligation is calculated annually by independent actuaries using the projected unit
credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using
interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have
terms to maturity approximating those of the related pension liability. Remeasurement gains and losses arising from experience
adjustments and changes in actuarial assumptions are charged or credited to equity in other comprehensive income in the period in
which they arise. Any Scheme surplus (to the extent it can be recovered) or deficit is recognised in full on the balance sheet. Contributions
paid to the Scheme by the Group have been classified as financing activities in the Consolidated statement of cash flows as there are no
remaining active members within the Scheme.
c) Share-based payments
Equity-settled awards are valued at the grant date, and the fair value is charged as an expense in the income statement spread over the
vesting period. Fair value of the awards is measured using Black-Scholes and Monte Carlo pricing models. The credit side of the entry is
recorded in equity. Cash-settled awards are revalued at each reporting date with the fair value of the award charged to the profit and
loss account over the vesting period and the credit side of the entry recognised as a liability.
Research and development
Research and development expenditure is charged against profits in the year in which it is incurred, unless it is development that meets
the criteria for capitalisation set out in IAS 38, Intangible Assets.
Operating profit
Operating profit is the profit of the Group (including the Group’s share of profit from joint ventures) before finance income, finance costs,
profit on disposal of subsidiaries which do not meet the definition of a discontinued operation, and taxation.
Finance income and costs
Finance income is earned on bank deposits and finance costs are incurred on bank borrowings. Both are recognised in the income
statement in the period in which they are incurred.
Taxation
The tax expense for the period comprises current and deferred taxation. Tax is recognised in the income statement, except to the extent
that it relates to items recognised in ‘other comprehensive income’ or directly in equity. In this case the tax is also recognised in other
comprehensive income or directly in equity, respectively. Management periodically evaluates positions taken in tax returns with respect
to situations in which applicable tax regulation is subject to interpretation. It establishes provisions, where appropriate, on the basis of
amounts expected to be paid to the tax authorities.
Current taxation is provided at amounts expected to be paid (or recovered) calculated using the rates of tax and laws that have been
enacted or substantively enacted at the balance sheet date in the countries where the Group operates and generates taxable income.
Deferred taxation is provided in full, using the liability method, on temporary differences arising between the tax base of assets and
liabilities and their carrying amounts in the consolidated financial statements. Deferred taxation is determined using tax rates and laws
that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred tax
asset is realised or the deferred tax liability is settled.
Deferred taxation assets are recognised only to the extent that it is probable that future taxable profit will be available against which the
temporary differences can be utilised.
Deferred taxation is provided on temporary differences arising on investments in subsidiaries and interests in joint ventures, except
where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference
will not reverse in the foreseeable future.
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
127
Auto Trader Group plc Annual Report and Financial Statements 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
2. Significant accounting policies continued
Deferred taxation assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax
liabilities and when the deferred taxation assets and liabilities relate to taxes levied by the same taxation authority on either the taxable
entity or different taxable entities where there is an intention to settle the balance on a net basis.
Leases
At inception of a contract, the Group assesses whether or not 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. When a lease is
recognised in a contract the Group recognises a right of use asset and a lease liability at the lease commencement date other than as
noted below.
The right of use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease
prepayments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and
remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. The
right of use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of
the useful life of the right of use asset or the end of the lease term. The estimated useful lives of right of use assets are determined on the
same basis as those of property, plant and equipment. In addition, the right of use asset is periodically reduced by impairment losses, if
any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted
using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future
lease payments arising from a change in an index or rate, or if the Group changes its assessment of whether it will exercise a purchase,
extension or termination option.
The Group presents right of use assets in property, plant and equipment and leased liabilities in lease liabilities in the balance sheet.
The Group has applied the recognition exemption of low value leases. For these leases, the lease payments are charged to the income
statement on a straight-line basis over the term of the lease.
Financial instruments
Under IFRS 9, on initial recognition, a financial asset is classified and measured at: amortised cost, fair value through profit or loss or fair
value though other comprehensive income.
A financial asset is measured at amortised cost if it meets both of the following conditions: it is held within a business model whose
objective is to hold assets to collect contractual cash flows; and its contractual terms give rise on specified dates to cash flows that
are solely payments of principal and interest on the principal amount outstanding.
Under IFRS 9, trade receivables including accrued income, without a significant financing component, are classified and held at
amortised cost, being initially measured at the transaction price and subsequently measured at amortised cost less any impairment loss.
The Group has elected to measure loss allowances for trade receivables and accrued income at an amount equal to lifetime expected
credit losses (‘ECLs’). Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows
due to the entity in accordance with the contract and the cash flows that the Group expects to receive).
The Group assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due. The Group
assesses whether a financial asset is in default on a case by case basis when it becomes probable that the customer is unlikely to pay
its credit obligations. The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of
recovering a financial asset in its entirety or a portion thereof. For all customers, the Group individually makes an assessment with
respect to the timing and amount of write-off based on whether there is a reasonable expectation of recovery. The Group expects no
significant recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement
activities in order to comply with the Group’s procedures for recovery of amounts due.
When required, ECLs are adjusted to take into account macro-economic factors. At 31 March 2022 ECLs were adjusted for the macro-
economic uncertainty around retailer profitability driven by used car price volatility. At 31 March 2021, ECLs were adjusted for the
macro-economic uncertainty caused by COVID-19.
At each reporting date, the Group assesses whether financial assets carried at amortised cost are credit-impaired. A financial asset
is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset
have occurred.
128 Auto Trader Group plc Annual Report and Financial Statements 2022
Intangible assets
a) Goodwill
Goodwill represents the excess cost of an acquisition over the fair value of the Group’s share of the net identifiable assets of the acquired
subsidiary at the date of acquisition. Goodwill is tested annually for impairment and is carried at cost less accumulated impairment
losses. Impairment losses are charged to the income statement and are not reversed. The gain or loss on the disposal of an entity
includes the carrying amount of goodwill relating to the entity sold. Goodwill is allocated to cash-generating units for the purpose of
impairment testing. The allocation is made to those cash-generating units that are expected to benefit from the business combination
in which the goodwill arose.
b) Trademarks, trade names, technology, non-compete agreements, customer relationships, brands and databases
Separately acquired trademarks, trade names, technology and customer relationships are recognised at historical cost. They have a
finite useful life and are carried at cost less accumulated amortisation. Amortisation is calculated using the straight-line method to
allocate the cost over their estimated useful lives of between one and 15 years. Trademarks, trade names, technology, non-compete
agreements, customer relationships, brands and databases acquired in a business combination are recognised at fair value at the
acquisition date and subsequently amortised.
c) Software
Acquired computer software controlled by the Group is capitalised at cost, including any costs to bring it into use, and is carried at cost less
accumulated amortisation. Amortisation is calculated using the straight-line method to allocate the cost over the estimated useful life
of three to five years.
d) Software and website development costs and financial systems
Development costs that are directly attributable to the design and testing of identifiable and unique software products, websites and
systems controlled by the Group are recognised as intangible assets when the following criteria are met:
it is technically feasible to complete the software product or website so that it will be available for use;
management intends to complete the software product or website and use or sell it;
there is an ability to use or sell the software product or website;
it can be demonstrated how the software product or website will generate probable future economic benefits;
adequate technical, financial and other resources to complete the development and to use or sell the software product or website
are available; and
the expenditure attributable to the software product or website during its development can be reliably measured.
Directly attributable costs that are capitalised as part of the software product, website or system 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. Development costs for software, websites and systems
are carried at cost less accumulated amortisation and are amortised over their useful lives (not exceeding five years) at the point at
which they come into use.
Licence agreements to use cloud software provided as a service are treated as service contracts and expensed in the Group income
statement, unless the Group has both a contractual right to take possession of the software at any time without significant penalty, and the
ability to run the software independently of the host vendor. In such cases the licence agreement is capitalised as software within intangible
assets. Implementation costs are expensed unless implementation is a distinct service and gives rise to a separate intangible asset.
Property, plant and equipment
All property, plant and equipment is stated at historical cost less accumulated depreciation and impairment losses. Historical cost
comprises the purchase price of the asset and expenditure directly attributable to the acquisition of the item.
Freehold land is not depreciated. Depreciation on other assets is calculated using the straight-line method to allocate their cost less their
estimated residual values over the estimated useful lives as follows:
Land, buildings and leasehold improvements:
Leasehold land and buildings life of lease
Leasehold improvements life of lease
Plant and equipment 3–10 years
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. The carrying value of
assets is reviewed for impairment if events or changes in circumstances suggest that the carrying value may not be recoverable. Assets will
be written down to their recoverable amount if lower than the carrying value, and any impairment is charged to the income statement.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the income
statement within administrative expenses.
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
129
Auto Trader Group plc Annual Report and Financial Statements 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
2. Significant accounting policies continued
Impairment of non-financial assets
Assets that have an indefinite useful life, for example goodwill, are not subject to amortisation and are tested annually for impairment.
Assets that are subject to amortisation and depreciation are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying
amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use.
For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows
(cash-generating units). Non-financial assets other than goodwill that have suffered an impairment are reviewed for possible reversal of
the impairment at each reporting date.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely
independent cash flows, the recoverable amount is determined for the cash-generating unit to which the asset belongs.
Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill
allocated to the cash-generating unit (or group of units) and then to reduce the carrying amount of other assets in the unit (or group of
units) on a pro-rata basis.
Interests in joint ventures
Under IFRS 11, investments in joint arrangements are classified as either joint operations or joint ventures depending on the contractual
rights and obligations of each investor. Auto Trader Group plc has assessed the nature of its joint arrangements and determined them
to be joint ventures. Joint ventures are accounted for using the equity method. Under the equity method of accounting, interests in joint
ventures are initially recognised at cost and adjusted thereafter to recognise the Group’s share of the post-acquisition profits or losses,
movements in other comprehensive income and dividends received.
Cash and cash equivalents
Cash and cash equivalents include cash in hand, short-term deposits held on call with banks and bank overdrafts. Bank overdrafts are
shown within borrowings in current liabilities on the balance sheet.
Borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred, and are subsequently carried at amortised cost, with
any difference between the proceeds (net of transaction costs) and the redemption value being recognised in the income statement
over the period of the borrowings using the effective interest method.
Finance and issue costs associated with the borrowings are charged to the income statement using the effective interest rate method
from the date of issue over the estimated life of the borrowings to which the costs relate.
Borrowings are derecognised when the obligation under the liability is discharged, cancelled or expired. Where an existing financial
liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially
modified, such an exchange or modification is treated as a de-recognition of the original liability and the recognition of a new liability,
such that the difference in respective carrying amounts together with any costs or fees incurred are recognised in the income statement.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12
months after the balance sheet date.
Provisions
A provision is recognised when a present legal or constructive obligation exists at the balance sheet date as a result of a past event, it is
probable that an outflow of resources will be required to settle the obligation and a reliable estimate of that obligation can be made. Where
there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class
of obligations as a whole. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate
that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the obligation.
Contingent liabilities are not recognised but are disclosed unless an outflow of resources is remote. Contingent assets are not
recognised but are disclosed where an inflow of economic benefits is probable.
Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker.
The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments,
has been identified as the Operational Leadership Team that makes strategic decisions (note 4).
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a
deduction from the proceeds.
Where the Group purchases its own equity share capital, the consideration paid is deducted from equity attributable to the Group’s
shareholders. Where such shares are subsequently cancelled, the nominal value of the shares repurchased is deducted from share
capital and transferred to a capital redemption reserve. Where the Group purchases its own equity share capital to hold in treasury,
the consideration paid for the shares is shown as own shares held within equity.
130 Auto Trader Group plc Annual Report and Financial Statements 2022
Shares held by Employee Share Option Trust
The Employee Share Option Trust (‘ESOT’) provides for the issue of shares to Group employees principally under share option schemes.
The Group has control of the ESOT and therefore consolidates the ESOT in the Group financial statements. Accordingly, shares in the
Company held by the ESOT are included in the balance sheet at cost as a deduction from equity.
Share premium
The amount subscribed for the ordinary shares in excess of the nominal value of these new shares is recorded in share premium. Costs
that directly relate to the issue of ordinary shares are deducted from share premium net of corporation tax.
Capital reorganisation reserve
The capital reorganisation reserve arose on consolidation as a result of the share-for-share exchange on 24 March 2015. It represents the
difference between the nominal value of shares issued by Auto Trader Group plc in this transaction and the share capital and reserves of
Auto Trader Holding Limited.
Capital redemption reserve
The capital redemption reserve arises from the purchase and subsequent cancellation of the Group’s own equity share capital.
Other reserves
Other reserves include the currency translation reserve on the consolidation of entities whose functional currency is other than sterling,
and other amounts which arose on the initial common control transaction that formed the Group.
Earnings per share
The Group presents basic and diluted earnings per share (‘EPS’) for its ordinary shares. Basic EPS is calculated by dividing the profit
attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. For diluted EPS,
the weighted average number of ordinary shares is adjusted to assume conversion of all dilutive potential ordinary shares.
Dividend distribution
Dividend distribution to the Company’s shareholders is recognised as a liability in the Group’s financial statements in the period in which
the dividend is approved by the Company’s shareholders in the case of final dividends, or the date at which they are paid in the case of
interim dividends.
Foreign currency translation
a) Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic
environment in which the entity operates. The consolidated financial statements are presented in sterling (£), which is the Group’s
presentation currency, and rounded to the nearest hundred thousand (£0.1m) except when otherwise indicated.
b) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the
transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at the
period end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement
within administrative expenses.
c) Group companies
The results and financial position of all Group entities (none of which has the currency of a hyper-inflationary economy) that have a
functional currency other than sterling are translated into sterling as follows:
assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet; and
income and expenses for each income statement are translated at average exchange rates.
On the disposal of a foreign operation, the cumulative exchange differences that were recorded in equity are recognised in the income
statement as part of the gain or loss on sale. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated
as assets and liabilities of the foreign entity and translated at the closing rate.
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
131
Auto Trader Group plc Annual Report and Financial Statements 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
3. Risk and capital management
Overview
In the course of its business the Group is exposed to market risk, credit risk and liquidity risk from its use of financial instruments.
This note presents information about the Group’s exposure to each of the below risks, the Group’s objectives, policies and processes
for measuring and managing risk and the Group’s management of capital. Further quantitative disclosures are included throughout
these consolidated financial statements.
The Group’s overall risk management strategy is to minimise potential adverse effects on the financial performance and net assets of
the Group. These policies are set and reviewed by senior finance management and all significant financing transactions are authorised
by the Board of Directors.
Market risk
i. Foreign exchange risk
The Group has no significant foreign exchange risk as 99% of the Group’s revenue and 97% of costs are sterling-denominated. As the
amounts are not significant, no sensitivity analysis has been presented.
The Group operates in Ireland. Foreign currency-denominated net assets of overseas operations are not hedged as they represent
a relatively small proportion of the Group’s net assets. The Group operates a dividend policy, ensuring any surplus cash is remitted
to the UK and translated into sterling, thereby minimising the impact of exchange rate volatility.
ii. Interest rate risk
The Group’s interest rate risk arises from long-term borrowings under the Syndicated revolving credit facility with floating rates of
interest linked to SONIA. The Group monitors interest rates on an ongoing basis but does not currently hedge interest rate risk. The
variation of 100 basis points in the interest rate of floating rate financial liabilities (with all other variables held constant) will increase
or decrease post-tax profit for the year by £0.0m (2021: £0.8m).
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or banking institution fails to meet its contractual obligations.
i. Trade receivables
Credit risk relating to trade receivables is managed centrally and the credit risk for new customers is analysed before standard payment
terms and conditions are offered. Policies and procedures exist to ensure that existing customers have an appropriate credit history and
a significant number of balances are prepaid or collected via direct debit. In March, more than 87.4% (2021: 87.4%) of the Group’s Retailer
customers paid via monthly direct debit, minimising the risk of non-payment.
Sales to private customers are primarily settled in advance using major debit or credit cards which removes the risk in this area.
The Group establishes an expected credit loss that represents its estimate of losses in respect of trade and other receivables.
Further details of these are given in note 30.
Overall, the Group considers that it is not exposed to a significant amount of either customer credit or bad debt risk, due to the
fragmented nature of the customer base and the actions taken to support customers through the current economic uncertainty.
ii. Cash and cash equivalents
As at 31 March 2022, the Group held cash and cash equivalents of £51.3m (2021: £45.7m). The cash and cash equivalents are held with bank
and financial institution counterparties, which are rated between P-1 and P-2 based on Moody’s ratings. The Group’s treasury policy is
to monitor cash, and when applicable deposit balances, on a daily basis and to manage counterparty risk and to ensure efficient
management of the Group’s Syndicated RCF.
Liquidity risk
Liquidity risk is the risk that the Group will encounter difculties in meeting the obligations associated with its financial liabilities that are
settled by delivering cash. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient
liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking
damage to the Group’s reputation.
Cash flow forecasting is performed centrally by the Group treasury manager. Rolling forecasts of the Group’s liquidity requirements are
monitored to ensure it has sufficient cash to meet operational needs. The Group’s revenue model is largely subscription-based, which
results in a regular level of cash conversion allowing it to service working capital requirements.
The Group has access to a Syndicated RCF which has total commitments of £250.0m. The £250m RCF is committed until June 2023, when it
reduces to £197.8m through to maturity in June 2025. The facility allows the Group access to cash at one working day’s notice. At 31 March
2022, £nil was drawn under the Syndicated RCF.
132 Auto Trader Group plc Annual Report and Financial Statements 2022
Capital management
The Group considers capital to be net debt plus total equity. Net debt is calculated as total bank debt and lease financing, less cash and
cash equivalents as shown in note 18. Total equity is as shown in the Consolidated balance sheet.
The calculation of total capital is shown in the table below:
2022
£m
2021
£m
Total net (cash)/debt
(41.7) (10.3)
Total equity
472.5 458.7
Total capital
430.8 448.4
The objectives for managing capital are to safeguard the Group’s ability to continue as a going concern, in order to provide returns for
shareholders and benefits for other stakeholders and to maintain an efficient cost of capital structure. To maintain or adjust the capital
structure, the Group may pay dividends, return capital through share buybacks, issue new shares or take other steps to increase share
capital and reduce or increase debt facilities.
As at 31 March 2022, the Group had borrowings of £nil (2021: £30.0m) through its Syndicated revolving credit facility. Interest
is payable on this facility at a rate of SONIA plus a margin of between 1.2% and 2.1% depending on the consolidated leverage ratio of
Auto Trader Group plc and its subsidiaries, which is calculated and reviewed on a biannual basis. The Group remains in compliance
with its banking covenants.
4. Segmental information
IFRS 8 ‘Operating segments’ requires the Group to determine its operating segments based on information which is provided internally.
Based on the internal reporting information and management structures within the Group in the year, it has been determined that there is
only one operating segment being the Group, as the information reported includes operating results at a consolidated Group level only.
This reflects the nature of the business, where the major cost is to support the IT platforms upon which all of the Group’s customers are
serviced. These costs are borne centrally and are not attributable to any specific customer type or revenue stream. There is also
considered to be only one reportable segment, which is the Group, the results of which are shown in the Consolidated income statement.
Management has determined that there is one operating and reporting segment based on the reports reviewed by the Operational
Leadership Team (‘OLT’) which is the chief operating decision-maker (‘CODM’). The OLT is made up of the Executive Directors and Key
Management and is responsible for the strategic decision-making of the Group.
The OLT primarily uses the statutory measures of Revenue and Operating profit to assess the performance of the one operating segment.
To assist in the analysis of the Group’s revenue-generating trends, the OLT reviews revenue at a disaggregated level as detailed within
note 5. The revenue from external parties reported to the OLT is measured in a manner consistent with that in the income statement.
A reconciliation of the segment’s Operating profit to Profit before tax is shown below:
2022 2021
£m £m
Total segment Revenue
432.7 262.8
Total segment Operating profit
303.6 161.2
Finance costs – net
(2.6) (3.8)
Profit before tax
301.0 157.4
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
133
Auto Trader Group plc Annual Report and Financial Statements 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
4. Segmental information continued
Geographic information
The Group is domiciled in the UK and the following tables detail external revenue by location of customers, trade receivables and
non-current assets (excluding deferred tax) by geographic area:
Revenue
2022
£m
2021
£m
UK
42 7.8 259.0
Ireland
4.9 3.8
Total revenue
432.7 262.8
Trade receivables
2022
£m
2021
£m
UK
25.3 23.1
Ireland
0.4 0.2
Total net trade receivables
25.7 23.3
Non-current assets
(excluding deferred tax)
2022
£m
2021
£m
UK
417. 5 420.9
Ireland
6.2 6.3
Total non-current assets (excluding deferred tax)
423.7 427.2
Due to the large number of customers the Group serves, there are no individual customers whose revenue is greater than 10% of the
Group’s total revenue in all periods presented in these financial statements.
5. Revenue
The Group’s operations and main revenue streams are those described in these annual financial statements. The Group’s revenue is
derived from contracts with customers.
In the following table the Group’s revenue is detailed by customer type. This level of detail is consistent with that used by management
to assist in the analysis of the Group’s revenue-generating trends.
Revenue
2022
£m
2021
£m
Retailer
370.4 211.9
Home Trader
8.8 6.3
Other
9.1 7.0
Trade
388.3 225.2
Consumer Services
33.3 26.6
Manufacturer and Agency
11.1 11.0
Total revenue
432.7 262.8
Contract balances
The following table provides information about receivables and contract assets and liabilities from contracts with customers.
2022
£m
2021
£m
Receivables, which are included in trade and other receivables
28.2 26.2
Accrued income
35.8 34.4
Deferred income
(11.9) (12.7)
Accrued income relates to the Group’s unconditional rights to consideration for services provided but not invoiced at the reporting date.
Accrued income is transferred to trade receivables when invoiced.
Deferred income relates to advanced consideration received for which revenue is recognised as or when services are provided. £3.0m
(2021: £3.3m) of the deferred income balance is classified as a current liability within trade and other payables (note 19). Included within
deferred income is £9.5m (2021: £10.0m) relating to consideration received from Auto Trader Autostock Limited (which forms part of
the Group’s joint venture Dealer Auction) for the provision of data services (note 15). Revenue relating to this service is recognised on a
straight-line basis over a period of 20 years to 31 December 2038; given this time period the liability has been split between current and
non-current liabilities. Revenue of £0.6m was recognised in the year (2021: £0.6m).
134 Auto Trader Group plc Annual Report and Financial Statements 2022
6. Operating profit
Operating profit is after (charging)/crediting the following:
Note
2022
£m
2021
£m
Staff costs
7 (69.8) (59.9)
Contractor costs
(0.1)
Depreciation of property, plant and equipment
13 (4.6) (3.7)
Amortisation of intangible assets
12 (2.6) (2.6)
(Loss)/Profit on sale of property, plant and equipment
(0.2)
Services provided by the Company’s auditors
During the year, the Group (including overseas subsidiaries) obtained the following services from the operating company’s auditors:
2022
£m
2021
£m
Fees payable for the audit of the Company and consolidated financial statements
0.1 0.1
Fees payable for other services
The audit of the subsidiary undertakings pursuant to legislation
0.3 0.2
Total
0.4 0.3
Fees payable for audit-related assurance services in the year were £43,841 (2021: £37,370). Fees payable for other non-audit services in
the year were £nil (2021: £nil).
7. Employee numbers and costs
The average monthly number of employees (including Executive Directors but excluding third-party contractors) employed by the Group
was as follows:
2022
Number
2021
Number
Customer operations
422 442
Product and technology
384 334
Corporate
154 132
Total
960 908
The aggregate payroll costs of these persons were as follows:
Note
2022
£m
2021
£m
Wages and salaries
54.8 48.3
Social security costs
5.7 5.0
Defined contribution pension costs
23 3.2 2.3
63.7 55.6
Share-based payments and associated NI (note 28)
28 6.1 4.3
Total
69.8 59.9
Wages and salaries include £25.2m (2021: £21.8m) relating to the product and technology teams; these teams spend a significant
proportion of their time on innovation of our product proposition and enhancements to the Group’s platforms.
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
135
Auto Trader Group plc Annual Report and Financial Statements 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
8. Directors and Key Management remuneration
The remuneration of Directors is disclosed in the Directors’ remuneration report on pages 94 to 107:
Key Management compensation
During the year to 31 March 2022, Key Management comprised the members of the OLT (who are defined in note 4) and the Non-Executive
Directors (2021: OLT and the Non-Executive Directors). The remuneration of all Key Management (including all Directors) was as follows:
2022
£m
2021
£m
Short-term employee benefits 4.1 3.1
Share-based payments 3.6 2.0
Pension contributions
0.2 0.1
Total
7.9 5.2
9. Net finance costs
2022
£m
2021
£m
On bank loans and overdrafts 1.4 2.9
Amortisation of debt issue costs 1.0 0.6
Interest unwind on lease liabilities 0.2 0.3
Interest charged on deferred consideration 0.1 0.1
Interest receivable on cash and cash equivalents (0.1) (0.1)
Total
2.6 3.8
10. Taxation
2022
£m
2021
£m
Current taxation
UK corporation taxation 56.5 28.8
Foreign taxation 0.2
Adjustments in respect of prior years (0.4)
Total current taxation
56.3 28.8
Deferred taxation
Origination and reversal of temporary differences 0.3 0.5
Effect of rate changes on opening balance 0.2
Adjustments in respect of prior years (0.5) 0.3
Total deferred taxation
0.8
Total taxation charge
56.3 29.6
The taxation charge for the year is lower than (2021: lower than) the effective rate of corporation tax in the UK of 19% (2021: 19%).
The differences are explained below:
2022
£m
2021
£m
Profit before taxation 301.0 157.4
Tax on profit at the standard UK corporation tax rate of 19% (2020: 19%) 57. 2 29.9
Expenses not deductible for taxation purposes 0.2 0.1
Income not taxable (0.7)
Adjustments in respect of foreign tax rates (0.1)
Effect of rate change on deferred tax 0.1
Adjustments in respect of OCI group relief (0.2)
Adjustments in respect of prior years (0.9) 0.3
Total taxation charge
56.3 29.6
Taxation on items taken directly to equity was a credit of £0.1m (2021: £0.7m) relating to tax on share-based payments.
136 Auto Trader Group plc Annual Report and Financial Statements 2022
Tax recorded in equity within the Consolidated statement of comprehensive income was a charge of £0.2m (2021: £0.8m) relating
to post-employment benefit obligations.
The tax charge for the year is based on the standard rate of UK corporation tax for the period of 19% (2021: 19%).
Deferred income taxes have been measured at the tax rate expected to be applicable at the date the deferred income tax assets and
liabilities are realised.
On 10 June 2021, Royal Assent to the Finance Act was given to increase the UK corporation tax from 19% to 25% from 1 April 2023.
Management has performed an assessment, for all material deferred income tax assets and liabilities, to determine the period over
which the deferred income tax assets and liabilities are forecast to be realised, which has resulted in an average deferred income tax
rate of 20% being used to measure all deferred tax balances as at 31 March 2022 (2021: 19%).
11. Earnings per share
Basic earnings per share is calculated using the weighted average number of ordinary shares in issue during the year, excluding those
held in treasury and by the Employee Share Option Trust (‘ESOT’), based on the profit for the year attributable to shareholders.
Weighted average
number of
ordinary shares
Total
earnings
£m
Pence
per share
Year ended 31 March 2022
Basic EPS
955,532,888 244.7 25.61
Diluted EPS
957,534,145 244.7 25.56
Year ended 31 March 2021
Basic EPS
965,175,677 12 7.8 13.24
Diluted EPS
967,404,812 12 7.8 13.21
The number of shares in issue at the start of the year is reconciled to the basic and diluted weighted average number of shares below:
2022 2021
Issued ordinary shares at 1 April
969,024,186 922, 54 0,474
Weighted effect of ordinary shares purchased for cancellation
(9,573,664)
Weighted effect of ordinary shares held in treasury
(3,572,833) (3,123,323)
Weighted effect of shares held in the ESOT
(371,316) (455,995)
Weighted effect of ordinary shares issued for share-based payments
26,515 842
Weighted effect of shares issued on 3 April 2020 equity raise
46,213,679
Weighted average number of shares for basic EPS
955,532,888 965,175,677
Dilutive impact of share options outstanding
2,001,257 2, 229,135
Weighted average number of shares for diluted EPS
957,534,145 967,404,812
For diluted earnings per share, the weighted average number of shares for basic EPS is adjusted to assume conversion of all potentially
dilutive ordinary shares. The Group has potentially dilutive ordinary shares arising from share options granted to employees. Options are
dilutive under the Sharesave scheme where the exercise price together with the future IFRS 2 charge is less than the average market price
of the ordinary shares during the year. Options under the Performance Share Plan, Single Incentive Plan Award, the Deferred Annual
Bonus Plan and the Share Incentive Plan are contingently issuable shares and are therefore only included within the calculation of diluted
EPS if the performance conditions are satisfied.
The average market value of the Group’s shares for the purposes of calculating the dilutive effect of share-based incentives was based
on quoted market prices for the period during which the share-based incentives were outstanding.
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
137
Auto Trader Group plc Annual Report and Financial Statements 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
12. Intangible assets
Cost
Goodwill
£m
Software
and website
development
costs
£m
Financial
systems
£m
Database
£m
Other
£m
Total
£m
At 31 March 2020
444.5 9.3 13.1 8.5 18.1 493.5
Acquired through business combinations
13.6 5.5 19.1
Additions
0.1 0.1
Disposals
(0.4) (0.4)
Exchange differences
(0.2) (0.1) (0.1) (0.4)
At 31 March 2021
4 57.9 14.4 13.1 8.5 18.0 511.9
At 31 March 2022
4 57.9 14.4 13.1 8.5 18.0 511.9
Accumulated amortisation and impairments
At 31 March 2020
1 17.0 7.5 12.2 0.3 14.6 151.6
Amortisation charge
1.3 0.6 0.6 0.1 2.6
Disposals
(0.4) (0.4)
Exchange differences
(0.1) (0.1)
At 31 March 2021
1 17.0 8.3 12.8 0.9 14.7 153.7
Amortisation charge
0.9 0.3 0.6 0.8 2.6
At 31 March 2022
1 17.0 9.2 13.1 1.5 15.5 156.3
Net book value at 31 March 2022
340.9 5.2 7. 0 2.5 355.6
Net book value at 31 March 2021
340.9 6.1 0.3 7.6 3.3 358.2
Net book value at 31 March 2020
327.5 1.8 0.9 8.2 3.5 341.9
Other intangibles include customer relationships, technology, trade names, trademarks, non-compete agreements and brand assets.
Intangible assets which have a finite useful life are carried at cost less accumulated amortisation. Amortisation of these intangible
assets is calculated using the straight-line method to allocate the cost of the assets over their estimated useful lives (3 to 15 years).
The longest estimated useful life remaining at 31 March 2022 is 13 years (31 March 2021: 14 years).
For the year to 31 March 2022, the amortisation charge of £2.6m (2021: £2.6m) has been charged to administrative expenses in the income
statement. At 31 March 2022, there were no software and website development costs representing assets under construction (2021: £nil).
In accordance with International Financial Reporting Standards, goodwill is not amortised, but instead is tested annually for impairment,
or more frequently if there are indicators of impairment. Goodwill is carried at cost less accumulated impairment losses.
138 Auto Trader Group plc Annual Report and Financial Statements 2022
Impairment test for goodwill
Goodwill is allocated to the appropriate cash-generating unit (‘CGU’) based on the smallest identifiable group of assets that generates
cash inflows independently in relation to the specific goodwill. Only one CGU exists in the Group, being the Digital CGU, as all cash inflows
are underpinned by the core operating asset of the Auto Trader platform.
The recoverable amount of the CGU is determined from value-in-use calculations that use cash flow projections from the latest five-year
plan. The carrying value of the CGU is the sum of goodwill, property, plant and equipment (including lease assets), intangibles and lease
liabilities, as follows:
2022
£m
2021
£m
Digital
360.8 360.5
Total
360.8 360.5
Income and costs within the budget are derived on a detailed ‘bottom up’ basis – all income streams and cost lines are considered and
appropriate growth, or decline, rates are assumed. Income and cost growth forecasts are risk adjusted to reflect specific risks facing the
CGU and take into account the market in which it operates.
Key assumptions include revenue growth rates, associated levels of marketing support and directly associated overheads. All
assumptions are based on past performance and management’s expectation of market development. Cash flows beyond the budgeted
period of five years (2021: five years) are extrapolated using the estimated growth rate stated into perpetuity; a rate of 2.0% (2021: 3.0%)
has been used. This is lower than the rate of inflation in the UK; given the current economic conditions, this is more reflective of the relative
longer-term growth potential of the industry as a whole. Other than as included in the financial budgets, it is assumed that there are no
material adverse changes in legislation that would affect the forecast cash flows.
The pre-tax discount rate used within the Digital recoverable amount calculations was 8.6% (2021: 9.1%) and is based upon the weighted
average cost of capital reflecting specific principal risks and uncertainties. The discount rate takes into account the risk-free rate of
return, the market risk premium and beta factor reflecting the average beta for the Group and comparator companies which are used in
deriving the cost of equity.
The key assumptions used for value-in-use calculations are as follows:
2022 2021
Annual growth rate (after plan period)
2.0% 3.0%
Risk free rate of return
0.9% 0.8%
Market risk premium
6.1% 6.1%
Beta factor
0.90 1.05
Cost of debt
1.9% 1.9%
Key drivers to future growth rates are dependent on the Group’s ability to maintain and grow income streams whilst effectively managing
operating costs. The recoverable amount of goodwill shows significant headroom compared with its carrying value. The level of
headroom may change if different growth rate assumptions or a different pre-tax discount rate were used in the cash flow projections.
Where the value-in-use calculations suggest an impairment, the Board would consider alternative use values prior to realising any
impairment, being the fair value less costs to dispose.
Sensitivity analysis has been performed in assessing the recoverable amounts of goodwill. There are no changes to the key assumptions
of growth rate or discount rate that are considered by the Directors to be reasonably possible, which give rise to an impairment of
goodwill relating to the Digital CGU.
Having completed the 2022 impairment review, no impairment has been recognised in relation to the CGU (2021: no impairment).
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
139
Auto Trader Group plc Annual Report and Financial Statements 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
13. Property, plant and equipment
Land, buildings
and leasehold
improvements
£m
Office
equipment
£m
Motor
vehicles
£m
Total
£m
Cost
At 31 March 2020
16.5 15.1 1.3 32.9
Additions
0.6 0.7 0.7 2.0
Disposals and modifications
(0.6) (2.8) (0.1) (3.5)
At 31 March 2021
16.5 13.0 1.9 31.4
Additions
6.6 1.3 0.2 8.1
Disposals and modifications
(0.4) (0.5) (0.9)
At 31 March 2022
23.1 13.9 1.6 38.6
Accumulated depreciation
At 31 March 2020
6.2 12.5 1.1 19.8
Charge for the year
2.5 0.9 0.3 3.7
Disposals
(0.5) (2.8) (3.3)
At 31 March 2021
8.2 10.6 1.4 20.2
Charge for the year
3.3 0.9 0.4 4.6
Disposals
(0.4) (0.5) (0.9)
At 31 March 2022
11.5 11.1 1.3 23.9
Net book value at 31 March 2022
11.6 2.8 0.3 14.7
Net book value at 31 March 2021
8.3 2.4 0.5 11.2
Net book value at 31 March 2020
10.3 2.6 0.2 13.1
Included within property, plant and equipment are £8.3m (2021: £5.6m) of assets recognised as leases under IFRS 16. Further details of
these leases are disclosed in note 14. The depreciation expense of £4.6m for the year to 31 March 2022 (2021: £3.7m) has been recorded
in administrative expenses.
During the year, £0.4m (2021: £3.3m) worth of property, plant and equipment with £nil net book value was disposed of.
140 Auto Trader Group plc Annual Report and Financial Statements 2022
14. Leases
The Group leases assets including land and buildings and motor vehicles that are held within property, plant and equipment. Information
about leases for which the Group is a lessee is presented below:
2022
£m
2021
£m
Net book value property, plant and equipment owned
6.4 5.6
Net book value right of use assets
8.3 5.6
14.7 11.2
Net book value of right of use assets
Land, buildings
and leasehold
improvements
£m
Office
equipment
£m
Motor
vehicles
£m
Total
£m
Balance at 31 March 2020
6.5 0.1 0.2 6.8
Additions
0.7 0.7
Depreciation charge
(1.6) (0.3) (1.9)
Balance at 31 March 2021
4.9 0.1 0.6 5.6
Additions
5.1 0.2 5.3
Depreciation charge
(2.2) (0.4) (2.6)
At 31 March 2022
7.8 0.1 0.4 8.3
Lease liabilities in the balance sheet at 31 March
2022
£m
2021
£m
Current
3.0 2.5
Non-current
6.5 5.0
Total
9.5 7. 5
A maturity analysis of contractual undiscounted cash flows relating to lease liabilities is presented within note 30. The term recognised
for certain leases has assumed lease break options are exercised. Certain lease rentals are subject to periodic market rental reviews.
On 14 April 2021, the Group entered into a new lease arrangement to rent an additional 16,000 square feet in our Manchester office to
support the needs of our growing workforce. The Group also extended the term of the existing lease of our Manchester office space.
These changes resulted in a lease modification under IFRS 16. The right of use assets were increased by £5.1m with corresponding
adjustments to the lease liability and dilapidations provision.
Amounts charged in the income statement
2022
£m
2021
£m
Depreciation charge of right of use assets
2.6 1.9
Interest on lease liabilities
0.2 0.3
Gain on disposal of right of use assets
Total amounts charged in the income statement
2.8 2.2
Cash outflow
2022
£m
2021
£m
Total cash outflow for leases
3.2 2.5
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
141
Auto Trader Group plc Annual Report and Financial Statements 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
15. Net investments in joint ventures
Joint ventures are contractual arrangements over which the Group exercises joint control with partners and where the parties have
rights to the net assets of the arrangement, irrespective of the Group’s shareholding in the entity.
The Group owns 49% of the ordinary share capital of Dealer Auction Limited (previously Dealer Auction (Holdings) Limited).
Net investments in joint ventures at the reporting date include the Group’s equity investment in joint ventures and the Group’s share
of the joint ventures’ post acquisition net assets. The table below reconciles the movement in the Group’s net investment in joint ventures
in the year:
Equity investments
in joint ventures
£m
Group’s share
of net assets
£m
Net investments
in joint ventures
£m
Carrying value
As at 1 April 2020
48.1 4.1 52.2
Share of result for the year taken to the income statement
2.4 2.4
As at 31 March 2021
48.1 6.5 54.6
Share of result for the year taken to the income statement
2.9 2.9
Dividends received in the year
(7.8 ) ( 7.8 )
As at 31 March 2022
40.3 9.4 49.7
Set out below is the summarised financial information for the joint venture:
2022
£m
2021
£m
Non-current assets
96.8 9 7.8
Current assets
Cash and cash equivalents
1.1 0.3
Other current assets
8.2 19.7
Total assets
106.1 1 17. 8
Liabilities
Current liabilities
4.0 5.8
Total liabilities
4.0 5.8
Net assets
102.1 112.0
2022
£m
2021
£m
Revenues
12.0 10.9
Profit for the year
6.0 4.9
Total comprehensive income
6.0 4.9
The above information reflects the amounts presented in the financial statements of the joint venture and not the Group’s share of those
amounts. They have been amended for differences in accounting policies between the Group and the joint venture.
Non-current assets principally comprise goodwill and other intangible assets. The carrying value is assessed annually using a
methodology consistent with that disclosed in note 12. The recoverable amount of goodwill shows significant headroom compared with
its carrying value.
Dealer Auction Limited declared a dividend of £10.0m on 29 April 2021. The Group owns 49% of the ordinary share capital of Dealer Auction
Limited and therefore received payment of £4.9m on 14 May 2021. Dealer Auction Limited also declared a dividend of £6.0m on 3 February
2022 and therefore £2.9m was received on 23 March 2022.
A list of the investments in joint ventures, including the name, country of incorporation and proportion of ownership interest, is given in
note 33.
142 Auto Trader Group plc Annual Report and Financial Statements 2022
16. Other investments
Shares in other undertakings
£m
Investment in IAUTOS Company Limited
At 31 March 2022 and 31 March 2021
The Group designated the investment in IAUTOS Company Limited as an equity security at FVOCI as the Group intends to hold the shares
for long-term purposes. IAUTOS Company Limited is an intermediate holding company through which trading companies incorporated
in the People’s Republic of China are held. The fair value of the investment has been valued at £nil since 2014 as the Chinese trading
companies are marginally loss-making with forecast future cash outflows.
17. Trade and other receivables
2022
£m
2021
£m
Trade receivables (invoiced)
25.7 23.3
Net accrued income
34.6 33.1
Trade receivables (total)
60.3 56.4
Prepayments
5.5 2.9
Other receivables
0.1 0.3
Total
65.9 59.6
Trade receivables are amounts due from customers for services performed in the ordinary course of business. They are generally due
for settlement within 30 days and therefore are all classified as current. Trade receivables are recognised initially at the amount of
consideration that is unconditional and has been invoiced at the reporting date. The Group holds the trade receivables with the objective
to collect the contractual cash flows and therefore measures them subsequently at amortised cost using the effective interest method.
Included within trade receivables (invoiced) is a provision for the impairment of financial assets of £2.5m (2021: £2.9m).
Accrued income relates to the Group’s rights to consideration for services provided but not invoiced at the reporting date. Accrued
income is transferred to receivables when invoiced. Included within net accrued income is provision for the impairment of financial
assets of £1.2m (2021: £1.3m).
Exposure credit risk and expected credit losses relating to trade and other receivables are disclosed in note 30.
18. Cash and cash equivalents
Cash at bank and in hand is denominated in the following currencies:
2022
£m
2021
£m
Sterling
51.0 44.9
Euro
0.3 0.8
Cash at bank and in hand
51.3 45.7
Cash balances with an original maturity of less than three months were held in current accounts during the year and attracted interest at
a weighted average rate of 0.2% (2021: 0.2%).
19. Trade and other payables
2022
£m
2021
£m
Trade payables
2.7 5.0
Accruals
14.4 7.7
Other taxes and social security
21.3 5.1
Deferred income
3.0 3.3
Other payables
0.5 0.4
Accrued interest payable
0.1 0.3
Total
42.0 21.8
Trade payables are unsecured and are usually paid within 30 days of recognition. The carrying amounts of trade and other payables are
considered to be the same as their fair values, due to their short-term nature.
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
143
Auto Trader Group plc Annual Report and Financial Statements 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
20. Borrowings
Non-current
2022
£m
2021
£m
Syndicated RCF gross of unamortised debt issue costs
30.0
Unamortised debt issue costs on Syndicated RCF
(2.4)
Total
27.6
Unamortised debt issue costs on the Syndicated RCF, which are now within Prepayments (note 17) in 2022, reduced to £1.4m in the year
(2021: £2.4m) partly due to accelerated amortisation following the reduction of the Syndicated RCF commitments.
The Syndicated RCF is repayable as follows:
2022
£m
2021
£m
Two to five years
30.0
Total
30.0
The carrying amounts of borrowings approximate their fair values.
Syndicated revolving credit facility (‘Syndicated RCF’)
The Group has access to an unsecured Syndicated revolving credit facility (the ‘Syndicated RCF’). Associated debt transaction costs
total £4.3m, with £3.3m being incurred at initiation and £1.0m of additional costs associated with extension requests. The syndicated RCF
will terminate in two tranches as follows:
• £52.2m will mature at the original termination date of June 2023; and
• £197.8m will mature in June 2025.
With effect from 24 September 2021 the Group entered into an Amendment and Restatement Agreement to amend and restate the
original Senior Facilities Agreement. The primary purpose of the Amended and Restated Senior Facilities Agreement is to incorporate
LIBOR transition language to reflect the discontinuation of LIBOR and the transition to SONIA (in respect of sterling loans); Loan Market
Association updates; and to include the effect of IFRS 16 for the purposes of calculating financial covenants.
The Group continues to be highly cash generative and remains in a net cash position, such that the size of the original £400m facility is not
required. Therefore, the Group served notice to cancel £150m of the £400m total commitments under the Senior Facilities Agreement,
such cancellation being pro-rated between the lenders. The Amended and Restated Senior Facilities Agreement incorporates the
reduced total commitments of £250m.
Individual tranches are drawn down, in sterling, for periods of up to six months at the compounded reference rate (being the aggregate
of SONIA and the applicable baseline credit adjustment spread for that interest period) plus a margin of between 1.2% and 2.1% depending
on the consolidated leverage ratio of the Group. A commitment fee of 35% of the margin applicable to the Syndicated RCF is payable
quarterly in arrears on unutilised amounts of the total facility.
The Syndicated RCF has financial covenants linked to interest cover and the consolidated debt cover of the Group:
• Net bank Debt to Consolidated EBITDA must not exceed 3.5:1.
• EBITDA to Net Interest Payable must not be less than 3.0:1.
EBITDA is defined as earnings before interest, taxation, depreciation and amortisation, share-based payments and associated NI, share
of profit from joint ventures and exceptional items.
All financial covenants of the facility have been complied with through the period.
Exposure to interest rate changes
The exposure of the Group’s borrowings (excluding debt issue costs) to SONIA rate changes and the contractual repricing dates
at the balance sheet date are as follows:
2022
£m
2021
£m
One month or less
30.0
Total
30.0
144 Auto Trader Group plc Annual Report and Financial Statements 2022
21. Provisions for other liabilities and charges
Dilapidations
provision
£m
Holiday pay
provision
£m
Total
£m
At 31 March 2021
1.1 0.5 1.6
Charged to the income statement
0.7 0.7
Recognised under IFRS 16
0.2 0.2
Utilised in the year
(0.5) (0.5)
At 31 March 2022
1.3 0.7 2.0
2022
£m
2021
£m
Current
0.7 0.5
Non-current
1.3 1.1
Total
2.0 1.6
The holiday pay provision relates to liabilities for holiday pay in relation to the UK and Ireland operations for leave days accrued and not
yet taken at the end of the financial year, and is expected to be fully utilised in the year to 31 March 2023.
22. Deferred taxation
A net deferred tax asset of £1.4m has been recognised in the balance sheet at 31 March 2022. The movement in deferred taxation assets
and liabilities during the year, without taking into consideration the offsetting of balances within the same tax jurisdiction, is as follows:
Deferred taxation assets
Share-based
payments
£m
Accelerated
capital
allowances
£m
Other
temporary
differences
£m
Total
£m
At 31 March 2020
2.4 3.9 0.5 6.8
Debited to the income statement
(0.2) (0.9) (0.2) (1.3)
Credited directly to equity
0.5 0.5
At 31 March 2021
2.7 3.0 0.3 6.0
Debited to the income statement
0.3 (0.2) 0.5 0.6
Credited directly to equity
(0.2) (0.2)
At 31 March 2022
2.8 2.8 0.8 6.4
Deferred taxation liabilities
Share-based
payments
£m
Accelerated
capital
allowances
£m
Other temporary
differences
£m
Total
£m
At 31 March 2020
2.9 2.9
Credited to the income statement
(0.4) (0.4)
Debited to the statement of comprehensive income
0.8 0.8
Acquired through business combinations
1.0 1.0
At 31 March 2021
4.3 4.3
Credited to the income statement
0.5 0.5
Debited to the statement of comprehensive income
0.2 0.2
Acquired through business combinations
At 31 March 2022
5.0 5.0
The Group has estimated that £0.9m (2021: £1.0m) of the Group’s net deferred income tax asset will be realised in the next 12 months.
This is management’s current best estimate and may not reflect the actual outcome in the next 12 months.
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
145
Auto Trader Group plc Annual Report and Financial Statements 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
23. Retirement benefit obligations
(i) Defined contribution scheme
Across the UK and Ireland the Group operates a number of defined contribution schemes. In the year to 31 March 2022 the pension
contributions to the Group’s defined contribution schemes amounted to £3.1m (2021: £2.3m). At 31 March 2022, there were £0.5m
(31 March 2021: £0.4m) of pension contributions outstanding relating to the Group’s defined contribution schemes.
(ii) Defined benefit scheme
The Company sponsors a funded defined benefit pension scheme for qualifying UK employees, the Wiltshire (Bristol) Limited Retirement
Benefits Scheme (‘the Scheme’). The Scheme is administered by a separate board of Trustees, which is legally separate from the Company.
The Trustees are composed of representatives of both the Company and members. The Trustees are required by law to act in the interest
of all relevant beneficiaries and are responsible for the investment policy for the assets and the day-to-day administration of the benefits.
The Scheme has been closed to future members since 30 April 2006 and there are no remaining active members within the Scheme.
No other post-retirement benefits are provided to these employees.
Profile of the Scheme
As at 31 March 2022, approximately 57% of the defined benefit obligation (‘DBO’) is attributable to former employees who have yet to
reach retirement (2021: 54%) and 43% to current pensioners (2021: 46%). The Scheme duration is an indicator of the weighted-average
time until benefit payments are made. For the Scheme as a whole, the duration is approximately 21 years.
Risks associated with the Scheme
The Scheme exposes the Company to some risks, the most significant of which are:
Asset volatility The liabilities are calculated using a discount rate set with reference to corporate bond yields. If assets
underperform this yield, this will create a deficit. The Scheme holds a significant proportion of gilt and
bond assets which limits volatility and risk in the short term. The allocation of assets is monitored to ensure
it remains appropriate given the Scheme’s long-term objectives.
Inflation risk A proportion of the Scheme’s benefit obligations are linked to inflation, and higher inflation leads to higher
liabilities (although, in most cases, caps on the level of inflationary increases are in place to protect
against extreme inflation). The majority of the assets are either unaffected by or only loosely correlated
with inflation, meaning that an increase in inflation will also increase the deficit.
Change in bond yields A decrease in corporate bond yields will increase the value placed on the Scheme’s liabilities for
accounting purposes, although this will be partially offset by an increase in the value of the Scheme’s
bond holdings.
Life expectancy The majority of the Scheme’s obligations are to provide benefits for the lifetime of the member, so
increases in life expectancy will result in an increase in the liabilities.
Funding requirements
UK legislation requires that pension schemes are funded prudently. The ongoing funding valuation of the Scheme was carried out by
a qualified actuary as at 30 April 2021 and showed a surplus of £1.5m. Subsequently, as the Scheme is in surplus, deficit contributions
have ceased with effect from 1 February 2022 which were put in place as a result of the 2018 recovery plan. The Company paid deficit
contributions of £117,000 for the year ending 31 March 2022 (2021: £140,000) as per the Schedule of Contributions set out in the valuation
at 30 April 2018. The next funding valuation is due as at 30 April 2024. The Company also pays expenses and PPF levies incurred by the
Scheme.
Assumptions used
The last triennial actuarial valuation of the Scheme was performed by an independent professional actuary at 30 April 2021 using the
projected unit method of valuation. For the purposes of IAS 19 (revised) the actuarial valuation as at 30 April 2021 has been updated on
an approximate basis to 31 March 2022, taking account of experience over the period since 30 April 2021, changes in market conditions,
and differences in the financial and demographic assumptions. The present value of the defined benefit obligation was measured using
the projected unit credit method.
The principal financial assumptions used to calculate the liabilities under IAS 19 (revised) are as follows:
2022
%
2021
%
Discount rate for scheme liabilities
2.75 2.10
CPI inflation
3.00 2.60
RPI inflation
3.80 3.40
Pension increases
Post 1988 GMP
2.35 2.10
Pre 2004 non GMP
5.00 5.00
Post 2004
3.55 3.25
The financial assumptions reflect the nature and term of the Scheme’s liabilities.
146 Auto Trader Group plc Annual Report and Financial Statements 2022
The Group has assumed that mortality will be in line with nationally published mortality table SAPS S3 Heavy tables with CMI 2020
projections related to members’ years of birth with long-term rate of improvement of 1.5% per annum. These tables translate into an
average life expectancy for a pensioner retiring at age 65 as follows:
2022 2021
Men
Years
Women
Years
Men
Years
Women
Years
Member aged 65 (current life expectancy)
86.6 88.3 8 7.0 89.0
Member aged 45 (life expectancy at age 65)
88.6 90.1 88.7 90.8
It is assumed that 50% of non-retired members of the Scheme will commute the maximum amount of cash at retirement (2021: 50% of
non-retired members of the Scheme will commute the maximum amount of cash at retirement).
Post-employment benefit obligations disclosures
The amounts charged to the Consolidated income statement are set out below:
2022
£m
2021
£m
Past service cost
0.1
Settlement cost
0.1
Total amounts charged to the Consolidated income statement
0.2
Past service cost
On 26 October 2018, the High Court handed down a judgment involving the Lloyds Banking Group’s defined benefit pension schemes.
The judgment concluded the schemes should be amended to equalise pension benefits for men and women in relation to guaranteed
minimum pension (‘GMP’) benefits for the effect of unequal GMPs accrued between 1990 and 1997. The issues determined by the judgment
affect many other UK defined benefit pension schemes.
A further court case was heard in 2020 concerning whether historic statutory transfer values paid out of the Scheme before 2018 need to
be equalised. The court ruling made on 20 November 2020 confirmed that all transfers with GMPs built up between 17 May 1990 and 5 April
1997 need to be equalised. A liability of £110,000 was recognised within the Scheme’s DBO at 31 March 2021.
Current service costs and past service costs are charged to the income statement in arriving at Operating profit. Interest income on
Scheme assets and the interest cost on Scheme liabilities are included within finance costs.
Settlement cost
During the course of the last financial year, the Company and Trustees of the Scheme implemented an Enhanced Transfer Value exercise,
where members of the Scheme were given the option to transfer their benefits away from the Scheme, and provided with paid-for
independent financial advice.
In the prior year, two members elected to take a transfer, and a total of £0.7m was paid out from the Scheme. These transfers settled
£0.6m of defined benefit obligation, resulting in a settlement cost of £0.1m recognised in the Consolidated income statement for the
year ended 31 March 2021. There were no transfers in the year to 31 March 2022.
The following amounts have been recognised in the Consolidated statement of comprehensive income:
2022
£m
2021
£m
Return on Scheme assets (in excess of)/below that recognised in net interest
1.6 (3.6)
Actuarial losses/(gains) due to changes in assumptions
(1.8) 1.4
Actuarial gains due to liability experience
(0.2) (0.2)
Effect of the surplus cap
Deferred tax on surplus
0.2 0.8
Total amounts recognised within the Consolidated statement of comprehensive income
(0.2) (1.6)
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
147
Auto Trader Group plc Annual Report and Financial Statements 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
23. Retirement benefit obligations continued
Amounts recognised in the balance sheet are as follows:
2022
£m
2021
£m
Present value of funded obligations
17. 5 19.6
Fair value of plan assets
(21.2) (22.8)
Net asset recognised in the Consolidated balance sheet
(3.7) (3.2)
The Trustees of the Scheme sought legal advice which concluded that the Group has an unconditional right to a refund of surplus from
the Scheme, if the Scheme were to be run-off until the final beneficiary died. As a result, the Group has concluded that IFRIC 14 does not
apply, and therefore has recognised the accounting surplus of £3.7m (2021: £3.2m) and an associated deferred tax liability of £1.3m (2021:
£1.1m) in the Consolidated balance sheet.
Movements in the fair value of Scheme assets were as follows:
2022
£m
2021
£m
Fair value of Scheme assets at the beginning of the year
22.8 19.7
Interest income on Scheme assets
0.5 0.5
Remeasurement gains/(losses) on Scheme assets
(1.6) 3.6
Contributions by the employer
0.1 0.1
Settlements
(0.7)
Net benefits paid
(0.6) (0.4)
Fair value of Scheme assets at the end of the year
21.2 22.8
Movements in the fair value of Scheme liabilities were as follows:
2022
£m
2021
£m
Fair value of Scheme liabilities at the beginning of the year
19.6 18.8
Past service cost
0.1
Interest expense
0.5 0.5
Actuarial losses/(gains) on Scheme liabilities arising from changes in assumptions
(1.8) 1.4
Actuarial gains on Scheme liabilities arising from experience
(0.2) (0.2)
Settlements
(0.6)
Net benefits paid
(0.6) (0.4)
Fair value of Scheme liabilities at the end of the year
17. 5 19.6
Movements in post-employment benefit net obligations were as follows:
2022
£m
2021
£m
Opening post-employment benefit surplus
(3.2) (0.9)
Past service cost
0.1
Settlement cost
0.1
Interest
Contributions by the employer
(0.1) (0.1)
Remeasurement and experience (gains)/losses
(0.4) (2.4)
Closing post-employment benefit surplus
(3.7) (3.2)
148 Auto Trader Group plc Annual Report and Financial Statements 2022
Plan assets are comprised as follows:
2022 2021
£m % £m %
Equities
12.4 54.0
Gilts
13.7 65.0
Bonds
7.2 34.0 8.8 39.0
Cash
0.3 1.0 0.5 2.0
Real estate
1.1 5.0
Total
21.2 100.0 22.8 100.0
All plan assets have a quoted market price.
Sensitivity to key assumptions
The key assumptions are deemed to be the discount rate and inflation rates. The tables below give an approximation of the impact on
the IAS 19 (revised) pension scheme liabilities to changes in these assumptions and experience. Note that all figures are before allowing
for any deferred tax. The sensitivity information shown has been prepared using the same method used to adjust the results of the latest
funding valuation to the balance sheet date.
Following a 0.25% increase in the discount rate
Change
£m
New value
£m
Assets of the Scheme at 31 March 2022
21.2
Defined benefit obligation at 31 March 2022
(0.8) (16.7)
Surplus at 31 March 2022
(0.8) 4.5
Following a 0.25% increase in the RPI and CPI inflation assumptions
Change
£m
New value
£m
Assets of the Scheme at 31 March 2022
21.2
Defined benefit obligation at 31 March 2022
0.2 ( 1 7.7 )
Surplus at 31 March 2022
0.2 3.5
24. Share capital
Share capital
2022 2021
Number
’000
Amount
£m
Number
’000
Amount
£m
Allotted, called-up and fully paid ordinary shares of 1p each
At 1 April
969,024 9.7 922,541 9.2
Purchase and cancellation of own shares
(22,198) (0.2)
Issue of shares
67 0.0 46,483 0.5
Total
946,893 9.5 969,024 9.7
In the year ended 31 March 2017, the Company commenced a share buyback programme. By resolutions passed at the 2021 AGM, the
Company’s shareholders generally authorised the Company to make market purchases of up to 96,678,535 of its ordinary shares,
subject to minimum and maximum price restrictions. In the year ended 31 March 2022, a total of 24,915,813 ordinary shares of £0.01 were
purchased. The average price paid was 656.3p with a total consideration paid (including fees of £0.8m) of £164.3m. Of all shares
purchased, 2,718,193 were held in treasury with 22,197,620 being cancelled. In the year ended 31 March 2022, 66,410 ordinary shares were
issued for the settlement of share-based payments.
Included within shares in issue at 31 March 2022 are 358,158 (2021: 404,653) shares held by the ESOT and 3,826,928 (2021: 2,422,659) shares
held in treasury, as detailed in note 25.
On 1 April 2020 the Company announced its intention to conduct a non-pre-emptive placing of up to 5% of its issued share capital. On 3
April 2020 the placing was completed, and a total of 46,468,300 new ordinary shares were allotted for a consideration of 400.00 pence
per Placing Share, a discount of 8.9% to the closing share price of 439.1 pence on 31 March 2020. The placing raised gross proceeds of
£185.9m for the Company, or £182.9m net of all fees incurred. An additional £0.3m of other fees were incurred as a result of the placing.
Share premium of £182.4m has been recorded. On 3 April 2020, the Placing Shares were admitted to the premium listing segment of the
Ofcial List of the Financial Conduct Authority and to trading on the main market for listed securities of London Stock Exchange plc
(together, ‘Admission’).
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
149
Auto Trader Group plc Annual Report and Financial Statements 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
25. Own shares held
Own shares held – £m
ESOT shares
reserve
£m
Treasury
shares
£m
Total
£m
Own shares held as at 1 April 2020
(0.7) (17.2) (17.9)
Transfer of shares from ESOT
0.2 0.2
Share-based incentives exercised
7.0 7.0
Own shares held as at 31 March 2021
(0.5) (10.2) (10.7)
Own shares held as at 1 April 2021
(0.5) (10.2) (10.7)
Transfer of shares from ESOT
0.1 0.1
Repurchase of own shares for treasury
( 17. 8) (17. 8)
Share-based incentives exercised
6.0 6.0
Own shares held as at 31 March 2022
(0.4) (22.0) (22.4)
Own shares held – number
ESOT shares
reserve
Number of shares
Treasury
shares
Number of shares
Total
number of
own shares
held
Own shares held as at 1 April 2020
523,955 4,090,996 4,614,951
Transfer of shares from ESOT
(119, 302) (119, 302)
Share-based incentives exercised
(1,668,337) (1,668,337)
Own shares held as at 31 March 2021
404,653 2,422,659 2, 82 7, 31 2
Own shares held – number
ESOT shares
reserve
Number of shares
Treasury
shares
Number of shares
Total
number of
own shares
held
Own shares held as at 1 April 2021
404,653 2,422,659 2, 82 7, 31 2
Transfer of shares from ESOT
(46,495) (46,495)
Repurchase of own shares for treasury
2,718,193 2,718,193
Share-based incentives exercised
(1,313,924) (1,313,924)
Own shares held as at 31 March 2022
358,158 3,826,928 4,185,086
26. Dividends
Dividends declared and paid by the Company were as follows:
2022 2021
Pence
per share £m
Pence
per share £m
2021 final dividend paid
5.0 48.0
2022 interim dividend paid
2.7 25.6
7.7 73.6
The proposed final dividend for the year ended 31 March 2022 of 5.5p per share, totalling £51.9m, is subject to approval by shareholders
at the Annual General Meeting (‘AGM’) and hence has not been included as a liability in the financial statements.
The Directors’ policy with regard to future dividends is set out in the Financial review on page 35.
150 Auto Trader Group plc Annual Report and Financial Statements 2022
27. Cash generated from operations
2022
£m
2021
£m
Profit after tax
244.7 1 27. 8
Adjustments for:
Tax charge
56.3 29.6
Depreciation
4.6 3.7
Amortisation
2.6 2.6
Share-based payments charge (excluding associated NI)
5.1 3.3
Share of profit from joint ventures
(2.9) (2.4)
Loss/(profit) on sale of property, plant and equipment
0.2
Difference between pension charge and cash contributions
0.2
Finance costs
2.6 3.8
RDEC
(0.1) (0.1)
Changes in working capital (excluding the effects of exchange differences on consolidation):
Trade and other receivables
(5.3) (3.6)
Trade and other payables
20.5 (12.3)
Provisions
0.1
Cash generated from operations
328.1 152.9
28. Share-based payments
The Group currently operates four share plans: the Performance Share Plan, Deferred Annual Bonus and Single Incentive Plan, Share
Incentive Plan and the Sharesave scheme. All share-based incentives are subject to a service condition. Such conditions are not taken
into account in the fair value of the service received. The fair value of services received in return for share-based incentives is measured
by reference to the fair value of share-based incentives granted. Monte Carlo or Black-Scholes pricing models have been used where
appropriate to calculate the fair value of share-based incentives with market conditions. Sensitivity analysis has been performed
in assessing the fair value of the share-based incentives. There are no changes to key assumptions that are considered by
the Directors to be reasonably possible, which give rise to a material difference in the fair value of the share-based incentives.
The total charge in the year relating to the four schemes was £6.1m (2021: £4.3m) with a Company charge of £1.8m (2021: £0.6m).
This included associated national insurance (‘NI’), with each scheme charged at either 13.8% or 15.05% dependent on which management
expects to be the prevailing rate when the awards are exercised, and apprenticeship levy at 0.5%, based on the share price at the
reporting date.
Group Company
2022
£m
2021
£m
2022
£m
2021
£m
Share Incentive Plan (‘SIP’)
Sharesave scheme (‘SAYE’)
0.7 0.7
Performance Share Plan (‘PSP’)
1.3 0.3 1.3 0.3
Deferred Annual Bonus and Single Incentive Plan
3.1 2.3 0.2 0.1
NI and apprenticeship levy on applicable schemes
1.0 1.0 0.3 0.2
Total charge
6.1 4.3 1.8 0.6
During the year, the Directors in office in total had gains of £2.8m (2021: £nil) arising on the exercise of share-based incentive awards.
Share Incentive Plan
In 2015, the Group established a Share Incentive Plan (‘SIP’). All eligible employees were awarded free shares (or nil-cost options in the
case of employees in Ireland) valued at £3,600 each based on the share price at the time of the Company’s admission to the Stock
Exchange in March 2015.
UK SIP
2022
Number
2021
Number
Outstanding at 1 April
163,157 282,459
Released
(46,349) (119, 302)
Outstanding at 31 March
116,808 163,157
Vested and outstanding at 31 March
116,808 163,157
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
151
Auto Trader Group plc Annual Report and Financial Statements 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
28. Share-based payments continued
The weighted average market value per ordinary share for SIP awards released in 2021 was 622.5p (2021: 558.0p). The SIP shares
outstanding at 31 March 2022 have fully vested (2021: fully vested). Shares released prior to the vesting date relate to those attributable
to good leavers as defined by the Scheme rules.
Irish SIP
2022
Number
2021
Number
Outstanding at 1 April
1,354 1,354
Lapsed
(1,354)
Outstanding at 31 March
1,354
Vested and outstanding at 31 March
1,354
No Irish SIP options were exercised in 2022 (2021: nil).
Performance Share Plan
The Group operates a Performance Share Plan (‘PSP’) for Executive Directors, the Operational Leadership Team and certain key
employees. The extent to which awards vest will depend upon the Group’s performance over the three-year period following the award
date. Both market based and non-market based performance conditions may be attached to the options, for which an appropriate
adjustment is made when calculating the fair value of an option. If the options remain unexercised after a period of 10 years from the date
of grant, the options expire. Furthermore, options are forfeited if the employee leaves the Group before the options vest, unless under
exceptional circumstances.
On 17 June 2021, the Group awarded 368,361 nil cost options under the PSP scheme. For the 2021 awards, the Group’s performance is measured by
reference to the growth in Operating profit (75% of the award), growth in Revenue (12.5% of the award) and Diversity progress (12.5% of the award)
over the three-year period April 2021 – March 2024.
For other previous awards, the Group’s performance had been measured by reference to growth in Operating profit and Revenue over
a three-year period, the cumulative profit measure (Underlying operating profit for 2015 and 2016 awards, and Operating profit for 2017
awards) and total shareholder return relative to the FTSE250 share index.
The fair value of the 2021 award was determined to be the share price at grant date. In previous years, the total shareholder return
element was valued using the Monte Carlo model. The resulting share-based payments charge is being spread evenly over the period
between the grant date and the vesting date.
PSP award holders are entitled to receive dividends accruing between the grant date and the vesting date and this value will be delivered
in shares. The assumptions used in the measurement of the fair value at grant date of the PSP awards are as follows:
Grant date Condition
Share price
at grant date
£
Exercise
price
£
Expected
volatility
%
Option
life
years
Risk-free
rate
%
Dividend
yield
%
Non-vesting
condition
%
Fair value
per option
£
19 June 2015 TSR dependent
3.06 Nil 30 3.0 0.9 0.0 0.0 2.08
19 June 2015 UOP dependent
3.06 Nil N/A 3.0 0.9 0.0 0.0 3.06
17 June 2016 TSR dependent
3.89 Nil 29 3.0 0.4 0.4 0.0 2.16
17 June 2016 UOP dependent
3.89 Nil N/A 3.0 0.4 0.4 0.0 3.89
16 June 2017 TSR dependent
4.00 Nil 31 3.0 0.2 0.0 0.0 2.17
16 June 2017 OP dependent
4.00 Nil N/A 3.0 0.2 0.0 0.0 4.00
30 August 2017 TSR dependent
3.42 Nil 31 3.0 0.2 0.0 0.0 2.17
30 August 2017 OP dependent
3.42 Nil N/A 3.0 0.2 0.0 0.0 3.42
17 August 2018 OP dependent
4.48 Nil N/A 3.0 0.7 1.7 0.0 4.48
17 August 2018 Revenue dependent
4.48 Nil N/A 3.0 0.7 1.7 0.0 4.48
17 June 2019 OP dependent
5.65 Nil N/A 3.0 0.6 1.3 0.0 5.65
17 June 2019
Revenue dependent 5.65 Nil N/A 3.0 0.6 1.3 0.0 5.65
8 July 2020
TSR dependent 5.27 Nil 32 3.0 (0.1) 0.0 0.0 2.83
17 June 2021
OP dependent 6.29 Nil N/A 3.0 0.2 0.9 0.0 6.29
17 June 2021
Revenue dependent 6.29 Nil N/A 3.0 0.2 0.9 0.0 6.29
17 June 2021
Diversity progress dependent 6.29 Nil N/A 3.0 0.2 0.9 0.0 6.29
Expected volatility is estimated by considering historic average share price volatility at the grant date.
152 Auto Trader Group plc Annual Report and Financial Statements 2022
The number of options outstanding and exercisable as at 31 March 2022 was as follows:
2022
Number
2021
Number
Outstanding at 1 April
1,741,829 2,380,589
Options granted in the year
368,361 591,580
Dividend shares awarded
2,916 63,826
Options forfeited in the year
(344,766) (238,240)
Options exercised in the year
(366,639) (1,055,926)
Outstanding at 31 March
1,401,701 1,741,829
Exercisable at 31 March
181,875 545,598
The weighted average market value per ordinary share for PSP options exercised in 2022 was 639.5p (2021: 546.2p). The PSP awards
outstanding at 31 March 2022 have a weighted average remaining vesting period of 1.2 years (2021: 1.0 years) and a weighted average
contractual life of 7.9 years (2021: 7.5 years).
Deferred Annual Bonus and Single Incentive Plan
The Group operates the Deferred Annual Bonus and Single Incentive Plan for Executive Directors, Operational Leadership Team and
certain key employees. The plan consists of two schemes, the Deferred Annual Bonus Plan (‘DABP’) and the Single Incentive Plan Award
(SIPA’).
Deferred Annual Bonus
The Group operates a Deferred Annual Bonus Plan (‘DABP’) for Executive Directors. Awards under the plan are contingent on the
satisfaction of pre-set internal targets relating to financial and operational objectives. The extent to which the awards vest will depend
upon the satisfaction of the Group’s financial and operational performance in the financial year of the award date (the ‘Performance
Conditions’). The awards will vest on the second anniversary of the date the Remuneration Committee determines that the Performance
Conditions have been satisfied (the ‘Vesting Period’). Awards are potentially forfeitable during that period should the employee leave
employment. The DABP awards have been valued using the Black-Scholes method where appropriate and the resulting share-based
payments charge is being spread evenly over the combined Performance Period and Vesting Period of the shares, being three years.
No options were awarded in the period under the DABP scheme (2021: nil). DABP award holders are entitled to receive dividends accruing
between the grant date and the vesting date and this value will be delivered in shares. The assumptions used in the measurement of the
fair value at grant date of the DABP awards are as follows:
Grant date
Share price at
grant date
£
Exercise
price
£
Option
life
years
Risk-free
rate
%
Dividend
yield
%
Non-vesting
condition
%
Fair value
per option
£
17 June 2016
3.89 Nil 2.0 0.4 0.4 0.0 3.89
16 June 2017
4.00 Nil 2.0 0.2 0.0 0.0 4.00
17 August 2018
4.48 Nil 2.0 0.7 1.7 0.0 4.48
17 June 2019
5.65 Nil 2.0 0.6 1.3 0.0 5.65
The number of options outstanding and exercisable as at 31 March was as follows:
2022
Number
2021
Number
Outstanding at 1 April
121,289 166,614
Options granted in the year
Dividend shares awarded
1,211 1,902
Options exercised in the year
(122,500) ( 47, 227 )
Outstanding at 31 March
121,289
Exercisable at 31 March
83,352
The weighted average market value per ordinary share for DABP options exercised in 2022 was 640.7p (2021: 549.0p).
Single Incentive Plan Award
The Group operates a Single Incentive Plan Award (‘SIPA’) for the Operational Leadership Team and certain key employees. The extent
to which awards vest will depend upon the satisfaction of the Group’s financial and operational performance in the financial year of
the award date (the ‘Performance Conditions’). The awards will vest in tranches, with the first tranche vesting on the date on which the
Remuneration Committee determines that the Performance Conditions have been satisfied, and subsequent tranches vesting on the
first and second anniversary of this date, subject to continuing employment.
On 17 June 2021, the Group awarded 718,634 nil cost options under the SIPA scheme. For the 2021 awards, 75% of the award value is
dependent on FY22 Operating profit and the remaining 25% is subject to successful implementation of digital retailing related products
by 31 March 2021. The fair value of the 2021 options granted was determined to be £6.29 per option, being the share price at grant date.
The resulting share-based payments charge is being spread evenly over the period between the grant date and the vesting date. SIPA award
holders are entitled to receive dividends accruing between the grant date and the vesting date and this value will be delivered in shares.
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
153
Auto Trader Group plc Annual Report and Financial Statements 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
28. Share-based payments continued
The assumptions used in the measurement of the fair value at grant date of the SIPA awards are as follows:
Grant date
Share price
at grant date
£
Exercise
price
£
Expected
volatility
%
Option
life
years
Risk-free
rate
%
Dividend
yield
%
Non-vesting
condition
%
Fair value
per option
£
17 August 2018
4.48 Nil N/A 3.0 0.7 1.7 0.0 4.48
17 June 2019
5.65 Nil N/A 3.0 0.6 1.3 0.0 5.65
8 July 2020
5.27 Nil N/A 3.0 (0.1) 0.0 0.0 5.27
24 November 2020
5.52 Nil N/A 3.0 (0.1) 0.0 0.0 5.52
17 June 2021
6.29 Nil N/A 3.0 0.2 0.9 0.0 6.29
The number of options outstanding and exercisable as at 31 March was as follows:
2022
Number
2021
Number
Outstanding at 1 April
1,012,199 1,136,660
Options granted in the year
718,634 568,891
Dividend shares awarded
5,440 4,930
Options exercised in the year
(429,283) (168,161)
Options forfeited in the year
(15,122) (530,121)
Outstanding at 31 March
1,291,868 1,012,199
Exercisable at 31 March
179,065 143,799
The weighted average market value per ordinary share for SIPA options exercised in 2022 was 646.2p (2021: 558.0p). The SIPA awards
outstanding at 31 March 2022 have a weighted average remaining vesting period of 0.8 years (2021: 0.5 years) and a weighted average
contractual life of 8.6 years (2021: 4.9 years). The charge for the year includes an estimate of the awards to be granted after the balance
sheet date in respect of achievement of 2021 targets.
Sharesave scheme
The Group operates a Sharesave (‘SAYE’) scheme for all employees under which employees are granted an option to purchase ordinary
shares in the Company at up to 20% less than the market price at invitation, in three years’ time, dependent on their entering into a
contract to make monthly contributions into a savings account over the relevant period. Options are granted and are linked to a savings
contract with a term of three years. These funds are used to fund the option exercise. No performance criteria are applied to the exercise
of Sharesave options. The assumptions used in the measurement of the fair value at grant date of the Sharesave plan are as follows:
Grant date
Share price at
grant date
£
Exercise
price
£
Expected
volatility
%
Option
life
years
Risk-free
rate
%
Dividend
yield
%
Non-vesting
condition
%
Fair value
per option
£
25 September 2015
3.28 2.64 30 3.0 1.0 0.0 33 0.96
13 December 2017
3.48 2.59 31 3.0 0.6 1.3 14 1.12
14 December 2018
4.48 3.49 29 3.0 0.7 1.7 16 1.29
13 December 2019
5.74 4.32 25 3.0 0.6 1.3 10 1.63
16 December 2020
5.75 4.41 32 3.0 0.0 0.5 10 1.86
16 December 2021
7.1 3 5.88 32 3.0 0.5 0.9 10 2.05
Expected volatility is estimated by considering historic average share price volatility at the grant date. The requirement that an
employee has to save in order to purchase shares under the Sharesave plan is a non-vesting condition. This feature has been
incorporated into the fair value at grant date by applying a discount to the valuation obtained from the Black-Scholes pricing model.
2022 2021
Number
of share
options
Weighted average
exercise price
£
Number
of share
options
Weighted average
exercise price
£
Outstanding at 1 April
1,505,816 3.88 1,440,757 3.31
Options granted in the year
482,325 5.88 542,982 4.41
Options exercised in the year
(446,884) 3.21 (415,050) 2.59
Options lapsed in the year
(94,675) 4.38 (62,873) 3.80
Outstanding at 31 March
1,446,582 4.72 1,505,816 3.88
Exercisable at 31 March
242,707 3.49 138,013 2.59
The weighted average market value per ordinary share for Sharesave options exercised in 2022 was 646.2p (2021: 535.7p). The Sharesave
options outstanding at 31 March 2022 have a weighted average remaining vesting period of 1.7 years (2021: 1.7 years) and a weighted
average contractual life of 2.2 years (2021: 2.1 years).
154 Auto Trader Group plc Annual Report and Financial Statements 2022
29. Business combinations
Blue Owl Network Limited (business combination in the prior year)
On 31 July 2020, the Group acquired the entire share capital of Blue Owl Network Limited (‘Blue Owl’) for consideration of £18.2m, of which
£8.1m was deferred until 31 July 2022. The deferred consideration was discounted using a rate of 1.7% and recognised on the balance sheet
at £8.0m.
Blue Owl owns ‘AutoConvert’, a finance, insurance and compliance software platform with integrated customer relationship
management solutions for the automotive sector. The total consideration paid and payable of £18.2m excludes acquisition costs
of £0.4m which were recognised within administrative expenses in the Consolidated income statement in the prior period.
The following table provides a reconciliation of the amounts included in the Consolidated statement of cash flows for the prior period:
2021
£m
Cash paid for subsidiary
10.1
Less: cash acquired
(0.1)
Net cash outflow
10.0
In 2022, Blue Owl contributed a loss of £0.4m to the Group’s Operating profit (2021: £0.3m) and revenue of £3.4m (2021: £1.7m).
The purchase was accounted for as a business combination under the acquisition method in accordance with IFRS 3. The fair value
of net assets acquired was assessed resulting in a fair value adjustment to recognise intangible software assets acquired and related
deferred tax. No other material adjustments from book value were made to existing assets and liabilities. The goodwill calculation is
summarised below:
Fair value
£m
Intangible asset recognised on acquisition:
Software
5.5
Deferred tax liability arising on intangible assets
(1.0)
Intangible assets recognised and related deferred tax
4.5
Current assets
Trade and other receivables
0.3
Cash and cash equivalents
0.1
Current assets
0.4
Current liabilities
Trade and other payables
0.6
Total net assets acquired
4.3
Goodwill
13.6
Total assets acquired
17.9
Fair value of cash and deferred consideration
17.9
The goodwill recognised on acquisition relates to value arising from revenue and cost synergies and intangible assets that are not
separately identifiable under IFRS 3, including non-contractual relationships and the acquired workforce. None of the acquired
intangible assets were deductible for tax purposes.
In addition to the goodwill recognised, the software asset obtained through the acquisition met the requirements to be separately
identifiable under IFRS 3. The asset represents the ‘AutoConvert’ finance, insurance and compliance software platform that enables
automotive dealers and brokers to connect with multiple lenders. The fair value was based on the estimated present value of the cost
to recreate the asset, allowing for a developer’s margin.
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
155
Auto Trader Group plc Annual Report and Financial Statements 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
30. Financial instruments
Financial assets
Note
2022
£m
2021
£m
Net trade receivables (invoiced)
17 25.7 23.3
Net accrued income
17 34.6 33.1
Net trade receivables (total)
17 60.3 56.4
Other receivables
17 0.1 0.3
Cash and cash equivalents
18 51.3 45.7
Total
111.7 102.4
Credit risk
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at 31 March 2022
was £111.7m (2021: £102.4m). The maximum exposure to credit risk for trade receivables and accrued income at the reporting date by
geographic region was:
2022
£m
2021
£m
UK
59.5 56.0
Ireland
0.8 0.4
Total
60.3 56.4
The maximum exposure to credit risk for trade receivables and accrued income at the reporting date by type of customer was:
2022
£m
2021
£m
Retailers
50.6 4 7.4
Manufacturer and Agency
3.7 2.6
Other
6.0 6.4
Total
60.3 56.4
The Group’s most significant customer accounts for £1.2m (2021: £0.9m) of net trade receivables as at 31 March 2022.
Expected credit loss assessment
Expected credit losses are measured using a provisioning matrix based on actual credit loss experience over the past three years and
adjusted, when required, to take into account current macro-economic factors. For certain customers the Group applies experienced
credit judgement that is determined to be predictive of the risk of loss to assess the expected credit loss, taking into account external
ratings, financial statements and other available information. The following table provides information about the exposure to credit
risk and expected credit losses for trade receivables and accrued income from individual customers as at 31 March 2022.
Expected credit
loss rate
Gross carrying
amount
£m
Loss
allowance
£m
Credit-
impaired
Accrued income
3.4% 35.8 (1.2) No
Current
2.6% 23.4 (0.6) No
Past due 1–30 days
9.5% 2.1 (0.2) No
Past due 31–60 days
14.3% 0.7 (0.1) No
Past due 61–90 days
50.0% 0.2 (0.1) No
More than 91 days past due
83.3% 1.8 (1.5) No
64.0 (3.7)
156 Auto Trader Group plc Annual Report and Financial Statements 2022
At both the current and prior year end, actual credit loss experience over the past three years was adjusted to take into account current
macro-economic uncertainty due to the impact of COVID-19.
Sensitivity analysis has been performed in assessing the expected credit loss rate. There are no changes to the rate that are considered
by the Directors to be reasonably possible, which give rise to a material difference in the loss allowance.
Comparative information about the exposure to credit risk and expected credit losses for trade receivables from individual customers
as at 31 March 2021 is set out below:
Expected credit
loss rate
Gross carrying
amount
£m
Loss
allowance
£m
Credit-
impaired
Accrued income
3.6% 34.4 (1.3) No
Current
3.6% 21.8 (0.8) No
Past due 1–30 days
8.3% 1.5 (0.1) No
Past due 31–60 days
33.6% 0.9 (0.3) No
Past due 61–90 days
74.9% 0.1 (0.1) No
More than 91 days past due
82.5% 1.9 (1.6) No
60.6 (4.2)
The Group has identified specific balances for which it has provided an impairment allowance on a line by line basis across all ledgers,
in both years. The allowance accounts in respect of trade receivables are used to record impairment losses unless the Group is satisfied
that no recovery of the amount owing is possible; at that point the amounts considered irrecoverable are written off against the financial
asset directly.
The movement in the allowance for impairment in respect of trade receivables during the year was as follows.
Note
2022
£m
2021
£m
At 1 April
17 2.9 3.4
Charged during the year
0.5 0.4
Acquired through business combinations
Utilised during the year
(0.9) (0.9)
At 31 March
17 2.5 2.9
The movement in the allowance for impairment in respect of accrued income during the year was as follows.
Note
2022
£m
2021
£m
At 1 April
17 1.3 1.0
Charged during the year
0.1 0.4
Utilised during the year
(0.2) (0.1)
At 31 March
17 1.2 1.3
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
157
Auto Trader Group plc Annual Report and Financial Statements 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
30. Financial instruments continued
Cash and cash equivalents
The cash and cash equivalents are held with bank and financial institution counterparties, which are rated between P-1 and P-2 based on
Moody’s ratings. The Directors do not consider deposits at these institutions to be at risk.
Financial liabilities
2022 2021
As per
balance sheet
£m
Future
interest cost
£m
Total
cash flows
£m
As per
balance sheet
£m
Future
interest cost
£m
Total
cash flows
£m
Trade and other payables
17. 7 17.7 13.4 13.4
Borrowings (gross of debt issue costs)
30.0 30.0
Deferred consideration
8.0 0.1 8.1 7.9 0.2 8.1
Leases
9.5 0.4 9.9 7.5 0.4 7.9
Total
35.2 0.5 35.7 58.8 0.6 59.4
Trade and other payables are as disclosed within note 19, excluding other taxation and social security liabilities and deferred income.
IFRS 7 requires the contractual future interest cost of a financial liability to be included within the above table. As disclosed in note 20
of these consolidated financial statements, all borrowings are currently drawn under a syndicated debt arrangement and repayments
can be made at any time without penalty. As such there is no contractual future interest cost. Interest is payable on borrowings’ drawn
amounts at a rate of SONIA prevailing at the time of drawdown plus the applicable margin, which ranges from 1.2% and 2.1%. Interest paid
in the year in relation to borrowings amounted to £1.4m (2021: £3.0m).
The Company had no derivative financial liabilities in either year. It is not expected that the cash flows included in the maturity analysis
could occur earlier or at significantly different amounts.
Liquidity risk
The maturity of financial liabilities based on contracted cash flows is shown in the table below. This table has been drawn up using the
undiscounted cash flows of financial liabilities based on the earliest date on which the Group is obliged to pay. The table includes both
interest and principal cash flows. Floating rate interest payments have been calculated using the relevant interest rates prevailing at
the year end, where applicable.
As at 31 March 2022
Trade and
other payables
£m
Borrowings
£m
Deferred
consideration
£m
Leases
£m
Total
£m
Due within one year
17. 7 8.1 3.0 28.8
Due within one to two years
2.8 2.8
Due within two to five years
2.1 2.1
Due after more than five years
2.0 2.0
Total
17. 7 8.1 9.9 35.7
As at 31 March 2021
Trade and
other payables
£m
Borrowings
£m
Deferred
consideration
£m
Leases
£m
Total
£m
Due within one year
13.4 2.7 16.1
Due within one to two years
8.1 2.6 10.7
Due within two to five years
30.0 2.4 32.4
Due after more than five years
0.2 0.2
Total
13.4 30.0 8.1 7.9 59.4
Fair values
The fair values of all financial instruments in both years are equal to the carrying values.
158 Auto Trader Group plc Annual Report and Financial Statements 2022
31. Net debt
Analysis of net debt
Net debt is calculated as total borrowings less cash and cash equivalents. Non-cash changes represent the effects of the recognition
and subsequent amortisation of fees relating to the bank facility which is now within Prepayments in 2022 (note 17), changing maturity
profiles, and new leases entered into during the year.
March 2022
At
1 April 2021
£m
Cash flow
£m
Non-cash
changes
£m
At
31 March 2022
£m
Debt due after more than one year
27. 6 (30.0) 2.4
Accrued interest
0.3 (1.5) 1.3 0.1
Lease liabilities
7. 5 (3.2) 5.2 9.5
Total debt and lease financing
35.4 (34.7) 8.9 9.6
Cash and cash equivalents
(45.7) (5.6) (51.3)
Net debt/(cash)
(10.3) (40.3) 8.9 (41.7)
March 2021
At
1 April 2020
£m
Cash flow
£m
Non-cash
changes
£m
At
31 March 2021
£m
Debt due after more than one year
310.5 (283.5) 0.6 27.6
Accrued interest
0.4 (3.0) 2.9 0.3
Lease liabilities
9.1 (2.5) 0.9 7. 5
Total debt and lease financing
320.0 (289.0) 4.4 35.4
Cash and cash equivalents
(37. 6) (8.1) (45.7)
Net debt/(cash)
282.4 (297.1) 4.4 (10.3)
Reconciliation of movements in liabilities to cash flows arising from financing activities
Liabilities/(Assets) Equity
Borrowings
and accrued
interest
Lease
liabilities
Share
capital
Retained
earnings
Own
shares
held
Other
reserves Total
Balance as of 1 April 2021
27.9 7. 5 9.7 1,307.3 (10.7) (847.6) 494.1
Changes from financing cash flows
Dividends paid to Company shareholders
(73.6) (73.6)
Repayment of Syndicated RCF
(30.0) (30.0)
Payment of interest on borrowings
(1.5) (1.5)
Payment of lease liabilities
(3.2) (3.2)
Purchase of own shares for cancellation
(0.2) (145.8) 0.2 (145.8)
Purchase of own shares for treasury
( 17. 7 ) (1 7.7 )
Fees on repurchase of own shares
(0.8) (0.1) (0.9)
Issue of ordinary shares
0.2 0.2
Proceeds from exercise of
share-based incentives
1.4 1.4
Total changes from financing cash flows
(31.5) (3.2) (0.2) (218.8) ( 17. 8) 0.4 (271.1)
Other changes – liability related
Interest expense
2.4 0.2 2.6
Other
5.0 5.0
Total liability-related other changes
2.4 5.2 7.6
Total equity-related other changes
243.9 6.1 0.2 250.2
Balance as of 31 March 2022
(1.2) 9.5 9.5 1,332.4 22.4 8 47.0 480.8
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
159
Auto Trader Group plc Annual Report and Financial Statements 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
31. Net debt continued
Liabilities Equity
Borrowings
and accrued
interest
Lease
liabilities
Share
capital
Retained
earnings
Own
shares
held
Other
reserves Total
Balance as of 1 April 2020
310.9 9.1 9.2 1,180.1 ( 17.9) (1,029.8) 461.6
Changes from financing cash flows
Drawdown of Syndicated RCF
64.5 64.5
Repayment of Syndicated RCF
(3 47. 5 ) ( 3 47. 5)
Payment of refinancing fees
(0.5) (0.5)
Payment of interest on borrowings
(3.0) (3.0)
Payment of lease liabilities
(2.5) (2.5)
Issue of ordinary shares
0.5 182.4 182.9
Proceeds from exercise of
share-based incentives
1.0 1.0
Total changes from financing cash flows
(286.5) (2.5) 0.5 1.0 182.4 (105.1)
Other changes – liability related
Interest expense
3.5 0.3 3.8
Other
0.6 0.6
Total liability-related other changes
3.5 0.9 4.4
Total equity-related other changes
126.2 7.2 (0.2) 133.2
Balance as of 31 March 2021
27.9 7. 5 9.7 1,307.3 (10.7) (847.6) 494.1
32. Related party transactions
Dealer Auction Limited
The Group transacted the following related party transactions with its joint venture, Dealer Auction Limited, during the period.
The Group provided data services to Dealer Auction under a licence agreement established as part of the formation of the joint venture
in January 2019. The value of services provided to Dealer Auction was £0.6m (2021: £0.6m) and has been recognised within revenue.
At 31 March 2022, deferred income outstanding in relation to the licence agreement was £9.5m (2021: £10.0m).
The Group provided services to Dealer Auction as per the Transitional Services Agreement entered into on its formation. The Group
did not recharge Dealer Auction for the provision of these services, the total value of which is estimated to be £0.1m (2021: £0.2m).
The Group also provided invoicing and collection services for Dealer Auction. Cash is collected by the Group and passed through
to Dealer Auction. The total amount invoiced on behalf of Dealer Auction during the period was £5.1m (2021: £4.1m).
During the period Dealer Auction provided no data services to the Group (2021: £0.5m). Services in the prior period were provided
to the Group on an arm’s length basis and recorded as administrative expenses within the Consolidated income statement.
The Group had a creditor of £0.0m (2021: £0.6m) outstanding with Dealer Auction as at 31 March 2022.
Other related party transactions
Key Management personnel compensation has been disclosed in note 8.
The Group sponsors a funded defined benefit pension scheme. Details of transactions with the Wiltshire (Bristol) Limited Retirement
Benefits Scheme are set out in note 23.
160 Auto Trader Group plc Annual Report and Financial Statements 2022
33. Subsidiaries and joint ventures
Subsidiaries
At 31 March 2022 the Group’s subsidiaries were:
Subsidiary undertakings
Country of
registration or
incorporation Principal activity
Class of
shares held
Percentage
owned by the
parent
Percentage
owned by the
Group
Auto Trader Holding Limited
1
England and Wales Financing company Ordinary 100% 100%
Auto Trader Limited
1
England and Wales Online marketplace Ordinary 100%
Trader Licensing Limited
1
England and Wales Dormant company Ordinary 100%
Webzone Limited
2
Republic of Ireland Online marketplace Ordinary 100%
KeeResources Limited
1
England and Wales In liquidation Ordinary 100%
Blue Owl Network Limited
1
England and Wales Finance platform Ordinary 100%
1. Registered office address is 4
th
Floor, 1 Tony Wilson Place, Manchester, M15 4FN.
2. Registered office address is Paramount Court, Corrig Road, Sandyford Industrial Estate, Dublin 18, D18 R9C7.
All subsidiaries have a year end of 31 March.
Joint ventures
At 31 March 2022 the Group’s interests in joint ventures were:
Joint ventures
Country of
registration or
incorporation Principal activity
Class of
shares held
Percentage
owned by the
parent
Percentage
owned by the
Group
Dealer Auction Limited
1
England and Wales Online marketplace Ordinary 49%
Dealer Auction (Operations) Limited
1
England and Wales Dormant company Ordinary 49%
Auto Trader Autostock Limited
1
England and Wales Dormant company Ordinary 49%
Dealer Auction Services Limited
1
England and Wales Dormant company Ordinary 49%
1. Registered office address is Central House, Leeds Road, Rothwell, Leeds, West Yorkshire, England, LS26 0JE.
All joint ventures have a year end of 31 December which is consistent with the year end of the majority shareholder.
34. Commitment to acquire Autorama (UK) Limited
The Group has agreed to acquire, subject to regulatory approvals which at the date of this report had not all been received, the share
capital of Autorama (UK) Limited. The transaction is expected to complete in the first half of financial year 2023. Auto Trader will pay
initial consideration of £150m in cash, with a further £50m of deferred consideration to be settled in shares subject to customary
performance conditions 12 months after the completion date. Once issued, the shares will vest over a period of two years in two 12-month
instalments. At 31 December 2021, Autorama had £27m of gross assets and for the calendar year 2021, made net revenue of £26m, selling
c.14,500 vehicles, and had an EBITDA loss of £6m, which included marketing costs of over £9m.
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
161
Auto Trader Group plc Annual Report and Financial Statements 2022
COMPANY BALANCE SHEET
At 31 March 2022
Note
2022
£m
2021
£m
Fixed assets
Investments
3 1,224.9 1,221.2
1,224.9 1,221.2
Current assets
Debtors
4 4 87.6 4 87. 7
Cash and cash equivalents
5 0.2
4 87. 8 4 8 7.7
Creditors: amounts falling due within one year
6 (664.2) (425.9)
Net current assets
(176.4) 61.8
Net assets
1,048.5 1,283.0
Capital and reserves
Called-up share capital
9 9.5 9.7
Share premium
9 182.6 182.4
Own shares held
10 (22.4) (10.7)
Capital redemption reserve
1.0 0.8
Retained earnings
87 7. 8 1,100.8
Total equity
1,048.5 1,283.0
The loss for the year of the Company was £3.2m (2021: loss £1.1m). The financial statements were approved by the Board of Directors on
26 May 2022 and authorised for issue:
Jamie Warner
Chief Financial Officer
Auto Trader Group plc
Registered number: 09439967
26 May 2022
162 Auto Trader Group plc Annual Report and Financial Statements 2022
COMPANY STATEMENT OF CHANGES IN EQUITY
For the year ended 31 March 2022
Share
capital
£m
Share
premium
£m
Own shares
held
£m
Capital
redemption
reserve
£m
Retained
earnings
£m
Total
equity
£m
Balance at 31 March 2020
9.2 ( 1 7.9) 0.8 1,104.8 1,096.9
Loss for the year
(1.1) (1.1)
Total comprehensive expense, net of tax
(1.1) (1.1)
Transactions with owners:
Share-based payments
3.3 3.3
Exercise of employee share schemes
7.0 (6.0) 1.0
Transfer of shares from ESOT
0.2 (0.2)
Issue of ordinary shares
0.5 182.4 182.9
Total transactions with owners recognised directly in equity
0.5 182.4 7. 2 (2.9) 1 8 7.2
Balance at 31 March 2021
9.7 182.4 (10.7) 0.8 1,100.8 1,283.0
Loss for the year
(3.2) (3.2)
Total comprehensive expense, net of tax
(3.2) (3.2)
Transactions with owners:
Purchase and cancellation of own shares
(0.2) 0.2 (146.5) (146.5)
Dividends paid
(73.6) (73.6)
Share-based payments
5.1 5.1
Exercise of employee share schemes
6.0 (4.8) 1.2
Transfer of shares from ESOT
0.1 (0.1)
Acquisition of treasury shares
(1 7. 8) (1 7. 8)
Issue of ordinary shares
0.2 0.2
Tax on share-based payments
0.1 0.1
Total transactions with owners recognised directly in equity
(0.2) 0.2 (11.7) 0.2 (219.8) (231.3)
Balance at 31 March 2022
9.5 182.6 (22.4) 1.0 8 7 7.8 1,048.5
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
163
Auto Trader Group plc Annual Report and Financial Statements 2022
NOTES TO THE COMPANY FINANCIAL STATEMENTS
1. Accounting policies
Auto Trader Group plc is a public limited company which is listed on the London Stock Exchange and is domiciled and incorporated in the
United Kingdom under the Companies Act 2006. The Company was incorporated on 13 February 2015.
Statement of compliance and basis of preparation
The Company financial statements of Auto Trader Group plc have been prepared in compliance with United Kingdom Accounting
Standards, including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ applicable in the United Kingdom and the
Republic of Ireland’ (‘FRS 101’) and the Companies Act 2006.
In preparing these financial statements, the Company applies recognition, measurement and disclosure requirements of UK-adopted
international accounting standards (‘Adopted IFRSs’), but makes amendments where necessary in order to comply with Companies Act
2006 and has set out below where advantage of the FRS 101 disclosure exemptions has been taken.
In the transition to FRS 101, the Company has applied IFRS 1 whilst ensuring that its assets and liabilities are measured in compliance with
FRS 101. An explanation of how the transition to FRS 101 has affected the reported financial position and financial performance of the
Company is provided in note 12.
The Company has applied the exemptions available under FRS 101 in respect of the following disclosures:
no separate parent company cash flow statement with related notes has been included;
no separate parent company statement of comprehensive income with related notes has been included; and
Key Management personnel compensation has not been included a second time.
As the Group financial statements include the equivalent disclosures, the Company has also taken the exemptions under FRS 101 available
in respect of the certain disclosures required by IFRS 2 Share-Based Payments in respect of group settled share-based payments, IFRS 13
‘Fair Value Measurement’ and the disclosures required by IFRS 7 ‘Financial Instruments: Disclosures’.
The Company financial statements have been prepared under the historical cost convention, as modified for the revaluation of certain
financial assets and liabilities through profit or loss. The current year financial information presented is at and for the year ended
31 March 2022. The comparative financial information presented is at and for the year ended 31 March 2021.
The Company’s accounting policies are the same as those set out in note 1 of the Group financial statements.
The Directors have used the going concern principle on the basis that the current profitable financial projections and facilities of the
consolidated Group will continue in operation for a period not less than 12 months from the date of this report.
The Company financial statements have been prepared in sterling (£), which is the functional and presentational currency of the
Company, and have been rounded to the nearest hundred thousand (£0.1m) except where otherwise indicated.
As permitted by Section 408 of the Companies Act 2006, an entity profit and loss account is not included as part of the published
consolidated financial statements of Auto Trader Group plc. The loss for the financial period dealt with in the financial statements
of the parent company was £3.2m (2021: loss of £1.1m).
Amounts paid to the Company’s auditors in respect of the statutory audit were £77,000 (2021: £64,000). The charge was borne by
a subsidiary company and not recharged.
Estimation techniques
The preparation of financial statements in conformity with FRS 101 requires the use of certain critical accounting estimates. It also
requires management to exercise their judgement in the process of applying the Company’s accounting policies. The areas involving a
higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are:
share-based payments; and
carrying value of investments.
Share-based payment arrangements in which the Group receives goods or services as consideration for its own equity instruments are
accounted for as equity-settled share-based payment transactions. The accounting policies of such arrangements are disclosed in note
1 of the Group accounts. The fair value of services received in return for share options is calculated with reference to the fair value of the
award on the date of grant. Black-Scholes and Monte Carlo models have been used where appropriate to calculate the fair value and
the Directors have therefore made estimates with regard to the inputs to these models. Estimation also arises over the number of share
awards that are expected to vest, which is based on whether non-market conditions are expected to be met (see note 28 of the
consolidated financial statements).
Where equity-settled share-based payments are granted to the employees of subsidiary companies, the fair value of the award is
treated as a capital contribution by the Company and the investments in subsidiaries are adjusted to reflect this capital contribution.
The Group considers annually whether there is an indicator that the carrying value of investments may have suffered an impairment, in
accordance with the accounting policy stated. Where an indicator is identified, the recoverable amounts of investments are determined
based on value-in-use calculations, which require the use of estimates.
164 Auto Trader Group plc Annual Report and Financial Statements 2022
Investments in subsidiaries
Investments in subsidiaries are held at cost, less any provision for impairment. Annually, the Directors consider whether any events or
circumstances have occurred that could indicate that the carrying amount of fixed asset investments may not be recoverable. If such
circumstances do exist, a full impairment review is undertaken to establish whether the carrying amount exceeds the higher of net
realisable value or value in use. If this is the case, an impairment charge is recorded to reduce the carrying value of the related investment.
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a
deduction from the proceeds.
Where the Group purchases its own equity share capital, the consideration paid is deducted from equity attributable to the Group’s
shareholders. Where such shares are subsequently cancelled, the nominal value of the shares repurchased is deducted from share
capital and transferred to a capital redemption reserve. Where the Group purchases its own equity share capital to hold in treasury,
the consideration paid for the shares is shown as own shares held within equity.
Shares held by the Employee Share Option Trust
Shares in the Company held by the Employee Share Option Trust (‘ESOT’) are included in the balance sheet at cost as a deduction from equity.
Taxation
UK corporation tax is provided at amounts expected to be paid or recovered using the tax rates and laws that have been enacted or
substantively enacted by the balance sheet date.
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date, where
transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred on
the balance sheet date.
A net deferred tax asset is regarded as recoverable and therefore recognised only when, on the basis of all evidence available, it can be
regarded as more likely than not that there will be suitable taxable profits against which to recover carried-forward tax losses and from
which the future reversal of underlying timing differences can be deducted.
Deferred tax is measured at the average rates that are expected to apply in the periods in which the timing differences are expected
to reverse based on the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax
is measured on an undiscounted basis.
Financial instruments
a) Financial assets
Under IFRS 9, on initial recognition, a financial asset is classified and measured at: amortised cost, fair value through profit or loss or fair
value though other comprehensive income.
A financial asset is measured at amortised cost if it meets both of the following conditions: it is held within a business model whose
objective is to hold assets to collect contractual cash flows; and its contractual terms give rise on specified dates to cash flows that
are solely payments of principal and interest on the principal amount outstanding.
Under IFRS 9, trade receivables and accrued income, without a significant financing component, are classified and held at amortised
cost, being initially measured at the transaction price and subsequently measured at amortised cost less any impairment loss.
The Company recognises loss allowances for expected credit losses (‘ECLs’) on financial assets measured at amortised cost. At the end
of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment.
If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash
flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is
reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the
impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b)
substantially all the risks and rewards of the ownership of the asset are transferred to another party, or (c) despite having retained some
significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to
unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
b) Financial liabilities
A 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. Financial liabilities, including trade and other payables, bank loans, loans from fellow
Group companies and preference shares that are classified as debt, are initially recognised at transaction price, unless the arrangement
constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a
market rate of interest. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
165
Auto Trader Group plc Annual Report and Financial Statements 2022
NOTES TO THE COMPANY FINANCIAL STATEMENTS CONTINUED
1. Accounting policies continued
Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that
some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no
evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity
services and amortised over the period of the facility to which it relates.
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.
Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current
liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective
interest method.
Dividend distribution
Dividends to the Company’s shareholders are recognised as a liability in the Company’s financial statements in the period in which
the dividends are approved by the Company’s shareholders in the case of final dividends. In respect of interim dividends, these are
recognised once paid.
2. Directors’ emoluments
The Company has no employees other than the Directors. Full details of the Directors’ remuneration and interests are set out in the
Directors’ remuneration report on pages 94 to 107.
3. Investments in subsidiaries
2022
£m
2021
£m
At beginning of the period
1,221.2 1,218.3
Additions
3.7 2.9
At end of the period
1,224.9 1,221.2
The additions in the year and prior year relate to equity-settled share-based payments granted to the employees of subsidiary companies.
Consistent with their trading performance in the year and future forecasts, no impairment indicators were identified in respect of
investments in subsidiaries at 31 March 2022.
Subsidiary undertakings are disclosed within note 33 to the consolidated financial statements. The Company directly owns shares in one
subsidiary, Auto Trader Holding Limited.
4. Debtors
2022
£m
2021
£m
Amounts owed by Group undertakings
486.6 486.7
Other receivables
0.2 0.2
Deferred tax asset
0.8 0.8
Total
4 87. 6 4 87. 7
Amounts owed by Group undertakings are non-interest-bearing, unsecured and have no fixed date of repayment.
5. Cash and cash equivalents
2022
£m
2021
£m
Cash at bank and in hand
0.2
6. Creditors: amounts falling due within one year
2022
£m
2021
£m
Amounts owed to Group undertakings
660.5 424.5
Accruals and deferred income
3.7 1.4
Total
664.2 425.9
Amounts owed to Group undertakings are non-interest-bearing, unsecured and have no fixed date of repayment.
166 Auto Trader Group plc Annual Report and Financial Statements 2022
7. Financial instruments
Financial instruments utilised by the Company during the year ended 31 March 2022 and the year ended 31 March 2021 may be analysed
as follows:
Financial assets
2022
£m
2021
£m
Financial assets measured at amortised cost
486.8 486.9
Financial liabilities
2022
£m
2021
£m
Financial liabilities measured at amortised cost
664.2 425.9
Current assets and liabilities
Financial instruments included within current assets and liabilities (excluding cash and borrowings) are generally short term in nature
and accordingly their fair values approximate to their book values.
8. Dividends
Dividends declared and paid by the Company were as follows:
2022 2021
Pence
per share £m
Pence
per share £m
2021 final dividend paid
5.0 48.0
2022 interim dividend paid
2.7 25.6
7.7 73.6
The proposed final dividend for the year ended 31 March 2022 of 5.5p per share, totalling £51.9m, is subject to approval by shareholders at
the Annual General Meeting (‘AGM’) and hence has not been included as a liability in the financial statements.
The 2022 interim dividend paid on 28 January 2022 was £25.6m.
The 2021 final dividend paid on 24 September 2021 was £48.0m.
The Directors’ policy with regard to future dividends is set out in the Financial review on page 35.
9. Called-up share capital
Share capital
2022 2021
Number
’000
Amount
£m
Number
’000
Amount
£m
Allotted, called-up and fully paid ordinary shares of 1p each
At 1 April
969,024 9.7 922,541 9.2
Purchase and cancellation of own shares
(22,198) (0.2)
Issue of shares
67 46,483 0.5
Total
946,893 9.5 969,024 9.7
In the year ended 31 March 2017, the Company commenced a share buyback programme. By resolutions passed at the 2021 AGM, the
Company’s shareholders generally authorised the Company to make market purchases of up to 96,678,535 of its ordinary shares, subject
to minimum and maximum price restrictions. In the year ended 31 March 2022, a total of 24,915,813 ordinary shares of £0.01 were
purchased. The average price paid was 656.3p with a total consideration paid (inclusive of all costs) of £164.3m. Of all shares purchased,
2,718,193 were held in treasury with 22,197,620 being cancelled. In the year ended 31 March 2022, 66,410 ordinary shares were issued for the
settlement of share-based payments.
Included within shares in issue at 31 March 2022 are 358,158 (2021: 404,653) shares held by the ESOT and 3,826,928 (2021: 2,422,659) shares
held in treasury, as detailed in note 25.
On 1 April 2020 the Company announced its intention to conduct a non-pre-emptive placing of up to 5% of its issued share capital. On 3
April 2020 the placing was completed, and a total of 46,468,300 new ordinary shares were allotted for a consideration of 400.00 pence
per Placing Share, a discount of 8.9% to the closing share price of 439.1 pence on 31 March 2020. The placing raised gross proceeds of
£185.9m for the Company, or £182.9m net of all fees incurred. An additional £0.3m of other fees were incurred as a result of the placing.
Share premium of £182.4m has been recorded. On 3 April 2020, the Placing Shares were admitted to the premium listing segment of the
Ofcial List of the Financial Conduct Authority and to trading on the main market for listed securities of London Stock Exchange plc
(together, ‘Admission’).
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
167
Auto Trader Group plc Annual Report and Financial Statements 2022
NOTES TO THE COMPANY FINANCIAL STATEMENTS CONTINUED
10. Own shares held
Own shares held – £m
ESOT shares
reserve
£m
Treasury
shares
£m
Total
£m
Own shares held as at 1 April 2020
(0.7) (17.2) (1 7.9)
Transfer of shares from ESOT
0.2 0.2
Share-based incentives
7.0 7.0
Own shares held as at 31 March 2021
(0.5) (10.2) (10.7)
Own shares held as at 1 April 2021
(0.5) (10.2) (10.7)
Transfer of shares from ESOT
0.1 0.1
Repurchase of own shares for treasury
(1 7. 8) (1 7. 8)
Share-based incentives
6.0 6.0
Own shares held as at 31 March 2022
(0.4) (22.0) (22.4)
Own shares held – number
ESOT shares
reserve
Number of shares
Treasury
shares
Number of shares
Total
number of
own shares
held
Own shares held as at 1 April 2020
523,955 4,090,996 4,614,951
Transfer of shares from ESOT
(119, 302) (119, 302)
Share-based incentives exercised in the year
(1,668,337) (1,668,337)
Own shares held as at 31 March 2021
404,653 2,422,659 2, 8 27, 31 2
Own shares held as at 1 April 2021
404,653 2,422,659 2, 8 27, 31 2
Transfer of shares from ESOT
(46,495) (46,495)
Repurchase of own shares for treasury
2,718,193 2,718,193
Share-based incentives exercised in the year
(1,313,924) (1,313,924)
Own shares held as at 31 March 2022
358,158 3,826,928 4,185,086
11. Related parties
During the year, a management charge of £4.9m (2021: £2.4m) was received from Auto Trader Limited in respect of services rendered.
At the year end, balances outstanding with other Group undertakings were £486.6m and £660.5m respectively for debtors and creditors
(2021: £486.7m and £424.5m) as set out in notes 4 and 6.
12. Explanation of transition to FRS 101
As stated in note 1, these are the Company’s first financial statements prepared in accordance with FRS 101.
The accounting policies set out in note 1 have been applied in preparing the financial statements for the year ended 31 March 2022 and
the comparative information presented in these financial statements for the year ended 31 March 2021. The transition from FRS 102 to FRS
101 has not affected the reported financial position and financial performance of the Company, and therefore no opening FRS 101 balance
sheet has been prepared.
168 Auto Trader Group plc Annual Report and Financial Statements 2022
UNAUDITED FIVEYEAR RECORD
2022
£m
2021
£m
2020
£m
2019
£m
2018
£m
Trade
388.3 225.2 324.3 304.6 281.2
Consumer Services
33.3 26.6 28.3 28.0 29.8
Manufacturer and Agency
11.1 11.0 16.3 22.5 19.1
Revenue
432.7 262.8 368.9 355.1 330.1
Costs
(132.0) (104.0) (113.2) (112.3) (108.8)
Share of profit from joint ventures
2.9 2.4 3.2 0.9
Operating profit
303.6 161.2 258.9 243.7 221.3
Net interest expense
(2.6) (3.8) ( 7. 4) (10.2) (10.6)
Profit on disposal of subsidiary
8.7
Profit before taxation
301.0 157.4 251.5 242.2 210.7
Taxation
(56.2) (29.6) (46.4) (44.5) (39.6)
Profit after taxation
244.8 1 27. 8 205.1 19 7.7 171.1
Net assets/(liabilities)
472.5 458.7 141.6 59.0 5.6
Net bank (cash)/debt (gross bank debt less cash)
(51.3) (15.7) 275.4 30 7.1 338.7
Cash generated from operations
328.1 152.9 265.5 258.5 228.4
Basic EPS (pence)
25.6 13.2 22.2 21.0 1 7.7
Diluted EPS (pence)
25.6 13.2 22.1 20.9 1 7.7
Dividend per share (pence)
8.2 5.0 2.4 6.7 5.9
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
169
Auto Trader Group plc Annual Report and Financial Statements 2022
SHAREHOLDER INFORMATION
Registered office and headquarters
Auto Trader Group plc
4
th
Floor, 1 Tony Wilson Place
Manchester
M15 4FN
United Kingdom
Registered number: 09439967
Tel: +44 (0)345 111 0006
Web: autotrader.co.uk
Web: plc.autotrader.co.uk
Investor relations: ir@autotrader.co.uk
Company Secretary
Claire Baty
Joint stockbrokers
Bank of America Merrill Lynch
2 King Edward Street
London
EC1A 1HQ
Numis Securities Limited
45 Gresham Street
London
EC2V 7BF
Independent auditors
KPMG LLP, Statutory Auditor
Chartered Accountants
1 St Peter’s Square
Manchester
M2 3AE
Registrar
Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex
BN99 6DA
Tel UK: +44 (0)371 384 2030
Your call may be subject to a charge which will be determined
by your local provider. Please check with your telephone
provider for further information.
Web: equiniti.com
Financial calendar 20222023
Investor day 6 September 2022
Annual General Meeting 15 September 2022
2023 half-year results 10 November 2022
2023 full-year results 1 June 2023
Shareholder enquiries
Our registrar will be pleased to deal with any questions regarding
your shareholdings (see contact details in the opposite column).
Alternatively, if you have internet access, you can access
shareview.co.uk where you can view and manage
all aspects of your shareholding securely including electronic
communications, account enquiries or amendment to address.
Investor relations website
The investor relations section of our website,
plc.autotrader.co.uk/investors, provides further information
for anyone interested in Auto Trader. In addition to the Annual
Report and Financial Statements and share price, Company
announcements including the full-year results announcements
and associated presentations are also published there.
Cautionary note regarding forward-looking statements
Certain statements in this announcement constitute forward looking
statements (including beliefs or opinions). ‘Forward looking
statements’ are sometimes identified by the use of forward-looking
terminology, including the terms ‘believes’, ‘estimates’, ‘aims
ant icip ates’,ex pec ts’,intend s’,plan s’,pre dict s’,m ay ’,will’,c ould’,
‘shall, ‘risk’, ‘targets’, ‘forecasts’, ‘should, ‘guidance’,continues’,
‘assumes’ or ‘positioned’ or, in each case, their negative or other
variations or comparable terminology. Any statement in this
announcement that is not a statement of historical fact including,
without limitation, those regarding the Company’s future expectations,
operations, financial performance, financial condition and business
is a forward looking statement. Such forward looking statements are
subject to known and unknown risks and uncertainties, because they
relate to events that may or may not occur in the future, that may cause
actual results to differ materially from those expressed or implied by
such forward looking statements. These risks and uncertainties include,
among other factors, changing economic, financial, business or other
market conditions. These and other factors could adversely affect the
outcome and financial effects of the plans and events described in this
results announcement. As a result, you are cautioned not to place
reliance on such forward looking statements, which are not guarantees
of future performance and the actual results of operations, financial
condition and liquidity, and the development of the industry in which the
Group operates may differ materially from those made in or suggested
by the forward looking statements set out in this announcement.
Except as is required by applicable laws and regulatory obligations,
no undertaking is given to update the forward looking statements
contained in this announcement, whether as a result of new
information, future events or otherwise. Nothing in this announcement
should be construed as a profit forecast. This announcement has been
prepared for the Company’s group as a whole and, therefore, gives
greater emphasis to those matters which are significant to the
Company and its subsidiary undertakings when viewed as a whole.
170 Auto Trader Group plc Annual Report and Financial Statements 2022
This report is printed on GenYous uncoated paper.
Manufactured at a mill that is FSC
®
accredited.
Printed by Principal Colour.
Principal Colour are ISO 14001 certified, Alcohol Free
and FSC
®
Chain of Custody certified.
Designed and produced by three thirty studio
www.threethirty.studio
Manchester
Auto Trader Group plc
4
th
Floor, 1 Tony Wilson Place
Manchester
M15 4FN
United Kingdom
London
Auto Trader Group plc
3
rd
Floor, 2 Pancras Square
London
N1C 4AG
United Kingdom
+44 (0)345 111 0006
ir@autotrader.co.uk
plc.autotrader.co.uk Auto Trader Insight @ATInsight