A universal
symbolof
trust
transparency
commerce
Annual Report 2022
commerce
success
stability
growth
community
highlights pg 5
our market pg 27
sustainability pg 79
our strategy pg 38
Our vision is to be
a universal symbol
of trust.
Our purpose is to help
people and businesses
help each other –
because when they
do,people benefit,
businesses benefit,
and tomorrows
society benefits too
2007
2022
Trustpilot
Annual report 2022
1.Overview 2.Strategic report 3.Governance 4.Financial statements
1
1. Overview 1
Financial and strategic highlights 5
At a glance 6
Investment case 8
Purpose-driven approach 10
2. Strategic report 14
Chair’s statement 15
Chief executive’s review 18
Market overview 27
Our business model 30
Our strategy 38
Key performance indicators 41
Financial review 45
Task Force on Climate-Related
Financial Disclosures (TCFD) 52
Environment 62
Risk management 65
Sustainability 79
Our culture our people 86
Section 172(1) statement 94
Modern Slavery and Human Trafficking 95
Non-Financial Information Statement 96
3. Governance 97
Chair’s introduction to governance 98
Board leadership and purpose 99
Board of Directors 100
Executive Leadership Team 103
Purpose, values and culture 105
Division of responsibilities 108
Governance framework 108
Key Board activities 112
Composition, succession and evaluation 113
Board evaluation 113
Nomination Committee report 114
Audit, risk and internal control 119
Audit Committee report 119
Trust & Transparency Committee report 129
Directors’ remuneration report 131
Remuneration Committee Chair’s statement 131
Remuneration at a glance 133
Annual report on remuneration 135
Implementation of Directors’ remuneration policy 143
Directors’ report 145
Statement of Directors’ responsibilities 148
4. Financial statements 149
Independent auditor’s report to
to the members of Trustpilot Group plc 150
Consolidated statement of profit or loss 157
Consolidated statement of comprehensive income 157
Consolidated balance sheet 158
Consolidated statement of changes in equity 159
Consolidated cash flow statement 160
Notes forming part of the financial statements 160
Company balance sheet 189
Company statement of changes in equity 190
Notes to the Company Financial Statements 190
Other information
Annual Report - important information 194
Glossary 195
Shareholder information 198
Our purpose
pg 10
Our market
pg 27
Our
KPIs
pg 41
Trustpilot
Annual report 2022
1.Overview 2.Strategic report 3.Governance 4.Financial statements
2
trust
2.6m fake reviews
removed in 2022
There were 46 million new reviews posted to Trustpilot during 2022.
We removed 2.6 million, or 6 per cent of these, because they were
found to be fake or misleading. In fact, the number of fake reviews
removed fell by 4 per cent compared to 2021, as our accuracy,
speed of detection, and other deterrents have made it harder to
misuse our platform.
A universal symbol of
3
4.Financial statements3.Governance2.Strategic report1.Overview
Trustpilot
Annual report 2022
I spent all
mysavings
onthistrip.
It was so
worthit
A voice from the
Trustpilot community
Trustpilot
Annual report 2022
1.Overview 2.Strategic report
4
4.Financial statements3.Governance
Highlights
$149m
+13% YoY (+23% cc)
Revenue
(FY21: 131m)
$162m
+12% YoY (+20% cc)
Annual recurring revenue*
(FY21: $144m)
$(4)m
Adjusted EBITDA**
(FY21: $4m)
893k
+25% YoY - business
websites reviewed*
(FY21: 714k)
>100k
+19% YoY - active
businesses*
(FY21: 84k)
$(15)m
Reported loss
(FY21: $(26)m)
* Key performance indicator (KPI) – further detail available on pg 49
** Alternative performance measure (APM) – further detail available in note 4
Trustpilot
Annual report 2022
1.Overview 2.Strategic report 3.Governance 4.Financial statements
5
Trustpilot
wasfounded
in2007 with a
vision to create
an independent
currency
oftrust.
213m
total reviews*
893k
reviewed
businesses*
At a glance
* Key performance indicator (KPI) – further detail available on pg 49
Who we are
A digital platform that brings businesses and consumers
together to foster trust and inspire collaboration. We are
free to use, open to everybody and built on transparency.
Trustpilot hosts reviews to help consumers shop with
confidence, and deliver rich insights to help businesses
improve the experience they offer. The more consumers
use our platform and share their own opinions; the richer
the insights we offer businesses; and the more
opportunities they have to earn the trust of consumers,
from all around theworld.
Trustpilot had over 900 employees as of December 2022
and is headquarted in Copenhagen, with operations in
London, Edinburgh, New York, Denver, Melbourne, Berlin,
Milan, and Amsterdam.
Service overview
Trustpilot not only facilitates better purchasing decisions,
but also gives consumers the opportunity to recommend
businesses, products, services, and locations based on
their experiences. Businesses use Trustpilot to actively
engage with consumers that are reviewing their products
and services. Any business can use Trustpilot’s basic
services for free, where they can view and respond to
consumer reviews.
In addition to this free service, Trustpilot also provides paid
software modules for businesses, providing increasing
levels of functionality and offered on a SaaS basis. These
tools generate measurable returns for businesses through
raising their profiles, building and demonstrating their trust
credentials, and increasing traffic, conversion, marketing
efficiency, andultimately revenues.
Amsterdam
Edinburgh
Copenhagen
London
Melbourne
New York
Milan
Denver
Berlin
6
4.Financial statements3.Governance2.Strategic report
Trustpilot
Annual report 2022
1.Overview
At a glance continued
Trustpilot founded by its Chief
Executive Officer, Peter Holten
Mühlmann, to create an
independent currency of trust.
2017
Technology Development
Centre opens in Vilnius,
Lithuania.
2013
Trustpilot named Danish
start-up of the year by
NextWeb; Peter Holten
Mühlmann was named
Danish entrepreneur of the
year by Ernst & Young.
2019
With more than 82 million
reviews on the platform,
Trustpilot launches ‘Review
Insights’, for sentiment
analysis.
2015
Offices opened in Berlin
and Melbourne; Trustpilot
becomes an official partner
of Google; product reviews
launched.
2021
Trustpilot lists on the
premium segment of the
London Stock Exchange at
an enterprise value of
US$1.5 billion; publishes
first Transparency Report;
launches eCommerce
integrations; platform
exceeds 167m reviews.
2012
Offices opened in
New York and London.
2018
Platform exceeds
57 million reviews.
2014
Platform reaches
11 million reviews.
2020
Trustpilot achieves over
US$100 million in annual
recurring revenue for the
first time; platform exceeds
120 million reviews; R&D
hub established in
Edinburgh.
2016
Trustpilot expands further
into the US with a new
office in Denver; platform
exceeds 26 million reviews.
The platform exceeds 890K
reviewed businesses domains, as
c.20 million consumers leave their
first review on Trustpilot during the
year. In the past two years alone,
the total number of reviews has
grown by over 40 per cent.
Milestones
07
22
7
4.Financial statements3.Governance2.Strategic report1.Overview
Trustpilot
Annual report 2022
Investment case
Our mission and
value proposition
We have a growing,
global market
opportunity
Our mission is to be the most trusted and
most used reviews platform in the world.
For consumers, we’re a destination for
honest information and a direct line of
communication to the businesses that
matter to them.
For businesses, Trustpilot reviews help them
to expand their reach, attract and convert
customers, and keep them coming back.
We have identified a global market
opportunity of around 14 million businesses
that could potentially be our customers,
amounting to a total addressable market of
around $50 billion (ex. China). Our current
estimated serviceable addressable market
is around $6 billion and growing.
To date, more than 890 thousand business
websites have been reviewed on our
platform, and over fime we expect many of
these to actively engage with consumers
as a result.
Those businesses that become active on
our platform are valuable to us: through
displaying their TrustScore and inviting or
responding to reviews they are helping to
promote our brand; we ended 2022 with
over 100 thousand of these active
businesses.
More
reviews
Business
adoption drives
consumer brand
Consumer brand
drives business
adoption
More
businesses
Trustpilot
Annual report 2022
1.Overview 2.Strategic report 3.Governance 4.Financial statements
8
Investment case continued
Network
effects and
long track-
record of
growth
Visibility
and path to
profitability
This network effect is viral and strengthens
our brand and position, driving organic
growth, and represents a significant
competitive advantage.
We have a proven track record of delivering
growth over many years, demonstrated by
our strategic KPIs including compound
annual growth of 40 per cent in total
cumulative reviews, 33 per cent in reviewed
domains, and 37 per cent in active domains
between 2017-2022.
Over the same period we have delivered
23per cent compound annual growth in
annual recurring revenue and 25 per cent
compound annual growth in Group revenue.
We have good visibility of recurring revenue with
high retention rates, a strong balance sheet and
acommitment to efficient growth. We expect
positive adjusted EBITDA and adjusted free
cashflow** in 2023.
* Key performance indicator (KPI) – further detail available onpg49
** Please see p.48 for the definition of adjusted free cash flow
213m
total cumulative reviews*
893k
reviewed domains*
684k
claimed domains*
100k
active domains*
25k
paying
customers
*
Total cumulative
reviews
2017 2022 CAGR
213
40
40%
2017 2022 CAGR
Reviewed domains
893
215
33%
2017 2022 CAGR
Active domains
100
21
37%
2017 2022 CAGR
Annual recurring
revenue
162
57
23%
2017 2022 CAGR
Group revenue
149
48
25%
Trustpilot
Annual report 2022
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9
Our purpose-driven approach
1
2 3 4
5 6
Our purpose drives our business model, and shapes
our strategic decisions and our unique culture
We respond to external opportunities and mitigate threats
Our purpose
pg 10
Markets
pg 27
Risks
pg 65
Strategy
pg 38
Business model
pg 30
Culture
pg 87
2. Our strategy
Our mission is to be the most used and the
most trusted reviews platform, globally.
Our strategy supports these two abitious
goals, and we track a range of KPIs to
assess the progress we are making.
5. Markets
Trustpilot has a large and growing global
market opportunity, with around 14 million
businesses in our total addressable market.
1. Our purpose
Our purpose is to help people and businesses
help each other — because when they do,
people benefit, businesses benefit, and
tomorrow’s society benefits too.
4. Our culture
At Trustpilot, we’re driven by connection.
It’s at the heart of what we do. Our culture is
built on the relationships that we create while
pursuing our vision of becoming a universal
symbol of trust.
3. Our business model
We operate a flexible, freemium subscription
model.
We help businesses to use consumer
feedback and insights to improve their
products and services.
We benefit from high gross margins and
retention rates.
6. Risks
We continually work to identify, review and
manage existing and emerging risks that could
threaten our business model, performance
and/or future prospects.
Trustpilot
Annual report 2022
1.Overview 2.Strategic report 3.Governance 4.Financial statements
1010
4.Financial statements3.Governance
Our purpose-driven approach continued
We have strong
differentiation
Our value
proposition
Oversight
We relentlessly focus on trust and transparency.
Our scale enures depth and breadth.
We deliver proven outcomes with a measurable
return on investment for our customers.
Read more on pg 39
Trustpilot helps consumers know who they can
trust and help others by sharing their experiences.
Businesses want to win and retain customers.
We help them to do both.
Verified, independent reviews enable businesses
to build a trusted brand and consumers to make
better-informed purchases.
Read more on pg 30
Our Board of Directors guides our risk management.
The Board sets expectations in relation to conduct,
trust and integrity, and how we deal with risks that
may affect our business strategy.
The Board is also focused on ensuring that diversity,
equity and inclusion are a top priority for action.
Read more on pg 97
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Annual report 2022
1.Overview 2.Strategic report 3.Governance 4.Financial statements
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4.Financial statements3.Governance
success
A universal symbol of
893k business websites
now have reviews
The virality between the consumer and business sides of our
platform, where one drives and reinforces the other, is the
flywheel that lies at the heart of Trustpilot’s growth opportunity.
2.Strategic report
12
4.Financial statements3.Governance1.Overview
Trustpilot
Annual report 2022
I’m a
match-maker.
I help
businesses win
and retain
customers
everyday
A voice from the
Trustpilot community
Trustpilot
Annual report 2022
1.Overview 2.Strategic report
13
4.Financial statements3.Governance
two
Strategic
report
Chair’s statement 15
Chief executive’s review 18
Market overview 27
Our business model 30
Our strategy 38
Key performance indicators 41
Financial review 45
Task Force on Climate-Related
Financial Disclosures (TCFD) 52
Environment 62
Risk management 65
Sustainability 79
Section 172(1) statement 94
Modern Slavery and Human Trafficking 95
Non-Financial Information Statement 96
14
4.Financial statements3.Governance2.Strategic report1.Overview
Trustpilot
Annual report 2022
In my update to you a year ago, we were emerging from the
restrictions of the pandemic, having seen a dramatic shift online
across many industries, and we had just completed our first year
as a public company. The past twelve months have, in many ways,
been no less eventful, and the demands on our business to adapt
and navigate uncertain times have never been more important.
Chair’s statement
“We are only
successful when we
are helping people
and businesses
helpeach other.
Tim Weller
15
4.Financial statements3.Governance2.Strategic report1.Overview
Trustpilot
Annual report 2022
Chair’s statement continued
In the year we achieved Group
revenue of $149 million.
We have always placed trust at the heart of what we do, and
the importance of this has been amplified by the challenging
macroeconomic environment and cost-of-living crisis that is
affecting so many people and businesses. The need for a
direct line of communication between consumers and the
businesses they interact with is fundamental; this is the
crucial role that Trustpilot is able to play.
Strategy
We are only successful when we are helping people and
businesses help each other. Our strategy is to be the most used
and trusted online review brand in the world. Consequently, in
2022 it was heartening to see that we continued to drive our
business forward against these demanding strategic ambitions,
with a significant expansion of our platform across a range of
key indicators.
For example, in the past year, we have surpassed 213 million
total cumulative reviews* and the number of businesses
actively using Trustpilot has exceeded 100 thousand* for the
first time. Incredibly, around 40 per cent of these reviews and
active businesses have joined us in the past three years alone:
this illustrates the compounding growth in scale and breadth
that is a feature of our platform.
We believe this is unmatched in the online reviews industry.
Furthermore, it was encouraging to see that over the past
twelve months, we improved the rate at which we retain our
subscription revenues, with our net dollar retention rate* now
at 100 per cent for the Group: I believe this bears testament
to the value that we deliver to our business customers,
particularly through helping them win their own new customers
and keep them coming back.
Of course, due to the nature of our platform, which is open to
all and free to use, these businesses increasingly represent all
aspects of the global economy: from education to healthcare;
financial services to energy suppliers. This is another reason why
Trustpilot is so well-positioned to help consumers as they look
for trustworthy businesses amid the cost-of-living crisis and the
disruption that we see in so many of these industries at present.
Financial performance
We know from experience that this increasing consumer
adoption and engagement, along with an expanding base of
businesses active on Trustpilot, leads over time to financial
success. In the year we grew our bookings* to $165 million
and annual recurring revenue* to $162 million, both up 20 per
cent at constant currency
1
and providing significant revenue
visibility for 2023. We achieved revenue of $149 million in
FY22, an increase of 23 per cent at constant currency
1
, or
13per cent as reported. We reported a loss of $15 million, with
positive adjusted EBITDA** level in the second half of the year.
I am delighted to report that in 2022 we took deliberate steps
to place Trustpilot on a near-term goal to profitable growth
and have committed to achieving this in the current financial
year. In the United Kingdom we are already highly profitable
and we expect that, in due course, we shall see similar
results in our other markets.
After our year end, Silicon Valley Bank failed and the UK arm,
our principal banking partner, was acquired by HSBC. We
have not experienced any liquidity or operational concerns
as a result of this, but we took immediate action to
understand the potential for customer risk or other impacts
on our business. We have well diversified end markets, our
cash collections remain unaffected, and we intend to
diversify our banking relationships to mitigate future risks.
For further information please see p.48 of this report.
1. Given the Group operates in multiple currencies, Trustpilot believes illustrating
period-to-period comparisons on a constant currency basis is meaningful to
see differences before the impact of currency fluctuations. The Group’s
constant currency calculations are performed by applying the monthly average
exchange rates from the last month in the most recent period to prior periods at
the transactional level, which provides a like-for-like comparison excluding the
effect of exchange rate fluctuations
* Key performance indicator (KPI) – further detail available on pg 49
** Alternative performance measure (APM) – further detail available in note 4
Trustpilot
Annual report 2022
3.Governance 4.Financial statements
16
1.Overview 2.Strategic report
Chair’s statement continued
Board composition
We further strengthened our Board with the appointment of
Zillah Byng-Thorne as an independent non-executive director
and Deputy Chair at the beginning of October and she has
since been confirmed as my successor in the role of Chair
of the Board. We were delighted to welcome Zillah to the
Trustpilot Board, given her extensive technology sector
experience, spanning online gaming, digital media, and
e-commerce.
We also further strengthened our executive leadership team,
with Selim Dogguy joining us as Chief Technology Officer,
and since the year end we have completed the team with the
appointment of Ben Lavender as Chief Product Officer. Selim
and Ben bring with them a wealth of experience, capabilities,
and knowledge, and we look forward to seeing the benefits
of this as we continue to grow our business and innovate
in technology and product development.
Stakeholder engagement
In 2022, our Senior Independent Director and I met investors
to update them on strategy, board oversight, governance,
succession planning, and other matters. We also engaged
further with regulators and other external stakeholders, taking
a constructive approach and applying our resources and
expertise to help further promote trust. We began to provide
thought leadership in complex areas, for example through the
publication of our first white paper dealing with the cost-of-
living crisis (‘The cost of living: a growing crisis in consumer
confidence’, December 2022), which delivered a range of
recommendations to businesses, regulators and the UK
government intended to help build greater trust in business
during this period of economic uncertainty.
We were also delighted to host our first capital markets day
in June, at which we welcomed more than eighty capital
markets participants to an in-person event held in the heart of
the City of London. This gave us the opportunity to interact
with equity analysts, and existing and prospective investors,
and to provide them with greater insight into our strategy
andmarkets.
Specifically, we provided additional disclosures about
regional profitability, our new go-to-market strategy for the
US market, our brand marketing strategy, and introduced
new guidance about how we intend to succeed on our path
to profitability.
This successful event is still available as a resource on our
investor website (investors.trustpilot.com), and I urge anyone
who wishes to hear directly from our executive team to take a
look at the presentations and materials available there.
Environmental, Social and Governance
The board also approved our new ESG strategy, built on three
pillars: Promote Trust Online, Empower Everyone, and Partner
for the Planet. We developed this strategy, which is laid out in
more detail in our sustainability report on page 79, to challenge
us and to provide a clear set of priorities for action. We believe
we have a duty and an opportunity to use our platform and
resources for the good of consumers, businesses, communities,
and society, by promoting trust and empowering people. I am
pleased to say that, with respect to our environmental impact
and the broader issue of global climate change, we have
recently committed to setting and reporting against externally
validated science-based emissions reduction targets.
On behalf of the Board, once again I would like to thank our
employees, the consumers and businesses who use Trustpilot,
and our partners and investors, for your continued support and
confidence in our vision to be a universal symbol of trust online.
Tim Weller
Chair
20 March 2023
Trustpilot
Annual report 2022
3.Governance 4.Financial statements
17
1.Overview 2.Strategic report
In 2022 we made good strategic progress, with continued growth
in adoption among businesses and consumers in all our markets,
as well as furtherenhancements to our platform to ensure that we
continue to lead on trust and transparency. In this way we intend to
maximise shareholder value overthe long-term through sustainable,
profitablegrowth.
Chief Executives review
Peter Holten Mühlmann
Founded
ontrust
18
Trustpilot
Annual report 2022
1.Overview 2.Strategic report 3.Governance 4.Financial statements
Chief Executive’s review continued
In uncertain times, Trustpilot
plays a crucial role, both for
consumers and businesses.
Disciplined growth
Our financial results for 2022 are encouraging, with
continued growth across all regions, adjusted EBITDA
profitability in the second half of the year, and a further
improvement in our retention rate. During the year, we took
deliberate action to proactively manage our business to
increase operational leverage and profitability, focusing on
efficient growth.
We believe that these results demonstrate the continued
strength and resilience of our business from a financial and
strategic perspective. Furthermore, this strong financial result
has been achieved against an uncertain macroeconomic
backdrop and cost-of-living crisis. In this environment the
value of independent Trustpilot reviews has been magnified.
With consumers’ purchasing power curtailed andthe need
for businesses to demonstrate that they are trustworthy
never greater, Trustpilot can play a crucial role forboth.
Our strategy is working, and we are seeing first-hand the role
reviews are playing in helping consumers and businesses
navigate these unpredictable times. Consumer sentiment is
changing, particularly toward those sectors of the economy
where the cost-of-living pressures are most pronounced.
Businesses therefore have an opportunity by using Trustpilot
to showcase that they help consumers facing these pressures,
for example through responding to reviews, or by gaining
valuable insights into how they might improve theirservices.
Financial highlights
In 2022, bookings* increased 20 per cent at constant
currency, 11 per cent on a reported basis, to $165.3 million.
Reported Group revenue was $148.9 million, up 23 per cent
atconstant currency, an increase of 13 per cent YoY on a
reported basis after significant foreign exchange headwinds.
Annual recurring revenue (ARR*) increased 20 per cent at
constant currency to $162.3 million, up 12 per cent YoY
on a reported basis. We reported an operating loss of $16.0
million (FY21: loss of $24.2 million) resulting in a loss before
tax of $15.0 million (FY21: loss of $26.6 million).
With greater focus on managing our business for profitability,
we are pleased to report an adjusted EBITDA** result ahead of
consensus expectations, reflecting operating leverage and a
YoY reduction in general & administrative expenses. In the year,
at the adjusted EBITDA level we reported a loss of $4.4 million
compared to a profit of $3.9 million in FY21. This increased
loss YoY was a consequence of our continued investment in
growth, and some additional discretionary brand marketing
investment which has increased our understanding of how to
drive efficiencies in customer acquisition.
Our shift in emphasis towards sustainable, profitable growth,
in response to the changing economic climate, resulted in the
business delivering positive adjusted EBITDA in the second
half, with a profit of $1 million compared to a loss of $5.4
million in the first half. We maintained our strong balance sheet
position, ending the year with $73.5 million of cash and no debt.
We operate a subscription business model and benefit from
high retention rates and new bookings growth, both of which
give us significant revenue visibility. Our LTM net dollar
retention rate* rose to 100 per cent in the period, compared
to 99 per cent a year ago. This reflects the value we deliver
to our customers and by expanding their use of our modular
software tools through cross-sell and upselling.
Adj. EBITDA semi-annual performance, FY22
$1.0m
$(5.4)m $(4.4)m
H2-22 adjusted ebitda Full year adjusted ebitdaH1-22 adjusted ebitda
Unaudited Audited
Unaudited
* Key performance indicator (KPI) – further detail available on pg 49
** Alternative performance measure (APM) – further detail available in note 4
Trustpilot
Annual report 2022
3.Governance 4.Financial statements
19
1.Overview 2.Strategic report
Chief Executive’s review continued
Our markets & regional performance
With reviews posted in over 200 countries and territories
around the world, Trustpilot’s reach is global. This differentiates
us from other smaller review platforms which have only a local
presence or a presence in specific niche markets.
Furthermore, we believe that Trustpilot is relevant to all
businesses, both online and offline – from retail and
healthcare to financials and travel. Our broad appeal to a
wide range of merchants means that we support them in
collecting the type of feedback most relevant to their
business, be it reviews based on the service they provide,
products they offer, or the locations they serve. Other online
reviews platforms may specialise around certain industry
verticals such as hotels and restaurants, or just product
reviews, Trustpilot is uniquely differentiated and diversified
resulting in a more defensive and scaleable business.
United Kingdom
The UK remains the largest contributor at 40 per cent of total
bookings, at $66.0 million, representing growth of 20 per cent
at constant currency or 8 per cent actual YoY. UK revenue
grew to $59.8 million (FY21: $53.1 million) an increase of 26
per cent at constant currency or 13 per cent actual YoY. This
revenue growth reflected prior-year bookings growth but also
the negative impact of foreign exchange on translation to our
US dollar reporting currency.
In the UK, we continued to see net dollar retention rates
above group average as well as a further improvement in
the contribution margin for the region.
The UK remains the most developed of our regional markets,
where the viral network effect has taken hold and enabled us to
achieve highly attractive unit economics. Due to the viral nature
of our business, we see the success we have already had in
establishing a powerful UK consumer brand as a powerful
enabler for further market penetration and expansion.
Europe & Rest of World (RoW)
Our bookings growth was notably strong in Europe & RoW
segment at $62.7 million, up by 28 per cent at constant
currency or 13 per cent actual YoY; Europe & RoW represents
38 per cent of total bookings and, despite a developing
presence in Australasia, is principally driven by certain
countries in continental Europe, including Denmark,
Netherlands, France, Italy, Germany and Sweden. Revenue
for the Europe & RoW region increased by 30 per cent at
constant currency, or 15 per cent actual YoY, to $55.1 million
(FY21: $47.8 million).
Efficiently growing in new and developing markets is central
to our ability to capitalise on our global market opportunity.
Whilst we do not need to invest in marketing in order to enter
and grow within markets, during the year we chose the Italian
market to test the potential for marketing as a means of
accelerating our growth and have seen promising early
results. During October and November, we ran an integrated
campaign nationwide designed to test the impact of
increased brand awareness on the network effect that
liesatthe heart of our organic growth.
Trustpilot
Annual report 2022
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20
1.Overview 2.Strategic report
The campaign significantly increased Italian consumer’s
awareness of Trustpilot, rising from 18 per cent to 25 per
cent at the end of November – and 28 per cent amongst
business audience.
We also saw increased business momentum more business
customers chose to integrate Trustpilot into their marketing
channels. We look forward to tracking the longer-term
benefits to our brand in Italy.
North America
North America contributed 22 per cent of total Group
bookings, with bookings of $36.5 million, up by 10 per cent
YoY, or an increase of 10 per cent at constant currency.
Bookings growth in North America continues to reflect an
LTM net dollar retention rate that, whilst improving, is still
below what we achieve in our more developed markets.
Revenue in North America grew to $34.0 million (FY21:
$30.5 million) an increase of 12 per cent at constant
currency or 11 per cent reported YoY.
We are focused on efficient growth in all regions and
implemented a new go-to-market strategy in the US, focused
on high customer lifetime value (HCLV) vertical market
segments. The initial results from this new approach have
been encouraging, enabling us to deliver an acceleration
in bookings growth in the second half of the year.
Having implemented our new US go-to-market strategy
during the first half, we were encouraged to see that
in the second half of the year we achieved greater sales
effectiveness, shorter sales cycles, and an increase in
productivity. Given this success, we will consider using the
same market segmentation strategy in other geographies,
particularly as we enter new markets.
Progress against our strategic goals
The more that consumers engage with Trustpilot, through
reading and posting trusted reviews, the greater the reason for
businesses to use Trustpilot. As more businesses engage with
their customers on the Trustpilot platform, the more useful it
becomes to consumers and businesses. This virality between
the consumer and business sides of our platform, where one
drives and reinforces the other, is the flywheel that lies at the
heart of Trustpilot’s organic growth opportunity.
Our mission is underpinned by two strategic goals:
1. To be the most trusted online review brand
2. To be the most used online review platform
Our strategy supports these ambitions, and we track
severalstrategic key metrics to help us assess the progress
we are making in driving adoption and ensuring trust and
transparency. With respect to adoption and usage, these
metrics include:
The total number of cumulative reviews
The number of active businesses on the platform
The number of paying customers
The average monthly number of review invitations
and TrustBox impressions
Chief Executive’s review continued
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1.Overview 2.Strategic report
Chief Executive’s review continued
Business and consumer adoption
We were pleased to see consumer and business adoption of
the Trustpilot platform continue to grow across all regions in
2022. By the end of the year, Trustpilot had exceeded 213
million total cumulative reviews*, an increase of 27 per cent YoY,
with an average of 44 million monthly unique users, and close
to 20 million consumers leaving their first review on Trustpilot in
the period.
We closed 2022 with 893 thousand reviewed business web
domains* and 100 thousand monthly active businesses* on
the Trustpilot platform, up 25 per cent and 19 per cent YoY
respectively; these active businesses help promote the
Trustpilot brand, actively collecting reviews and/or displaying
their TrustBox (see glossary, p.198). Of these businesses, 25
thousand are paying customers*, subscribing to our software
tools to help them get, manage, and derive insights from
reviews – a net increase of 9 per cent YoY after churn.
During the year, our business customers sent 0.7 billion review
invitations (2021: 0.6 billion), an average of 58 million per month
(2021: 49 million). The Trustpilot brand continued to gain
in strength, with 8.7 billion monthly TrustBox impressions,
up 11 per cent YoY to a total of 104 billion for the year.
Trust & transparency
We also look at a series of key metrics to help us assess
our success at ensuring the integrity of the content that
consumers encounter on Trustpilot. These include:
Consumer and business verification
Our speed and accuracy at detecting fake reviews
How many fake reviews are accurately flagged by our
community
The number of consumer warnings and alerts we apply
in the period
Our ability to successfully use legal enforcement
as a deterrent to persistent offenders
During the year, we made further enhancements to the
processes we utilise to ensure the integrity of the content on
Trustpilot, through business and consumer verification,
automated review collection methods, and the deployment of
new automated fraud detection systems which employ data
science techniques to improve the speed and accuracy with
which we can identify suspicious activity and fake reviews.
These advances have resulted in improved automation,
increased deterrence of recurring attempts to post fake
reviews, and fewer reviews being removed from our platform.
During 2022, Trustpilot removed over 2.6 million fake or
fraudulent reviews from its platform as compared to 2.7 million
in 2021, approximately 68 per cent of which were removed
automatically using Trustpilot’s automated fraud detection
capabilities. More than 65 per cent of the fake or fraudulent
reviews that were removed in 2022 were either 5-star or 4-star
reviews. In 2022, 644 thousand reviews were flagged by our
community, an increase of just 1.5 per cent YoY, of which
approximately 88 per cent were flagged by businesses.
* Key performance indicator (KPI) – further detail available on pg 49
Over 100 billion annual
TrustBox impressions.
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22
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Chief Executive’s review continued
We also launched a consumer verification tool as part of
continued efforts to protect and promote trust online and
maintain content integrity on the Trustpilot platform. The new
function allows consumers to opt-in to verify their identity
when posting reviews on the platform by uploading a copy of
their government-issued photo ID, as well as a selfie. Crucially,
consumers still retain the option to keep their identity, and any
information used to verify themselves, anonymous to both
businesses and the public.
Those successfully verified receive a verified badge, reassuring
other consumers and businesses that the review is written by
areal person. By the end of the year, we had successfully
verified over 198 thousand consumers globally, demonstrating
the fact that consumers in Trustpilot’s community see
verification as a valuable additional step in promoting
trustonline.
During the year, we introduced a short delay of up to two hours
between review submission and posting. This delay allows our
fraud detection systems to analyse reviews before they are
visible on the site. As a result, we have seen an improvement
inthe detection and removal of fake reviews before they are
seen, and a reduction in attempts by bad actors to repeatedly
post fake reviews.
We applied over three thousand consumer warnings to
business profiles following repeated misuse, more than double
the number we applied in the prior year and added over 15
thousand informative consumer alerts to business profiles to
raise consumer awareness and help support better decision
making. For example, we are able to highlight businesses that
are under regulatory scrutiny and notify Russian businesses
that Trustpilot will not allow them to operate in any capacity
onour platform following Russia’s invasion of Ukraine.
We continued to improve our automated enforcement actions
by introducing specific automated processes against review
seller accounts, and businesses detected as buying fake
reviews from review sellers. These automations detect and
issue cease and desist warnings and strengthen the deterrent
effect towards businesses from engaging with review sellers.
We also made further progress in our ability to remove
businesses, or not accept business customers, that we deem
unsuitable for our platform. For example, this may be because
a business promotes hatred or facilitates criminal activities.
The steps we take may include displaying consumer warnings
on profiles, removing profiles that offer illegal or harmful
services, and ensuring that our sales teams do not
communicate with these businesses.
We continued our enforcement action against businesses that
persist in soliciting fake and misleading online reviews and
issued 6 claims against ‘bad actor’ businesses seen to be
repeatedly abusing online reviews to mislead consumers.
These enforcement actions are proving to be a cost-effective
deterrent and we were successful in the first two claims issued
in the first quarter of the year, against Global Migrate and
EuroResales, with the other claims still proceeding in the
UKcourts.
These claims seek to block bad actor business from soliciting
fake reviews and for recovery of damages. We committed
todonating any damages won in these legal disputes to
organisations which work to support and promote consumer
rights. For example, we intend to donate the damages, when
awarded, from our claims against Global Migrate to the UK’s
Citizen’s Advice Bureau, to contribute to the important work
they do in support of consumers.
Trustpilot
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23
1.Overview 2.Strategic report
Chief Executive’s review continued
In addition to legal enforcement action against businesses
using fake reviews to mislead, we also successfully pursued a
claim in the High Court of England & Wales against a producer
of counterfeit review widgets. We obtained summary judgment
for trademark and copyright infringement against a Russian-
based developer that had been illegally scraping and
reproducing reviews taken from our platform for their
owncommercial gain.
Ensuring that the content consumers encounter on Trustpilot
is trustworthy is crucial, but we are equally focused on ensuring
that legitimate reviews can still be accessed. Hence the
investments and initiatives noted above, as well as other
developments, are enabling us to protect great businesses
and showcase genuine consumer experiences.
Sustainability
Our purpose is to help people and businesses help each other
– because when they do, people benefit, businesses benefit,
and tomorrow’s society benefits too. We know that this
purpose is ambitious and challenging, but also that it is
inherently worthwhile. Our sustainability strategy is intended
tosupport this purpose over the long term.
When we published our first sustainability report in 2022,
we shared the results of the detailed materiality assessment
we had undertaken to understand the environmental, social &
governance (ESG) issues that matter most to our stakeholders.
Since then, we have been hard at work building upon this and
developing an ESG strategy that will help us to have a
measurable impact as we build a sustainable, purpose-driven
organisation over the long term.
Specifically, when we think about ESG we are focusing on
three strategic pillars which constitute a set of clear priorities
for action and where we believe we can have a positive impact,
which include the following:
1. Promote trust online
2. Empower everyone
3. Partner for the planet
Promote trust online
When we talk about promoting trust online, we mean that
trust and transparency are at the heart of our purpose. We
believe we can use our platform, resources and knowledge
to help increase trust and transparency in the online world.
Our priorities include strengthening the way in which we
communicate the efforts we are putting into ensuring that the
content on Trustpilot has integrity and how this is helping to
promote trust online.
Across all the regions in which we operate as a business,
there is a growing interest in online policy and regulation,
competition and sustainability. Because of this, the online
review industry is subject to ever increasing scrutiny and
oversight from regulators and governments. In 2022, we
continued our regulatory engagement, working with
policymakers, regulators and other stakeholders in multiple
markets to engage on policy matters affecting our industry.
The regulatory focus on online harms and fake reviews is
aprimary focus for our work, but we also engage in wider
digital policy areas like artificial intelligence (AI) and data.
Weseek to be a constructive partner in these discussions,
bringing our expertise and insights to bear. We see this work
as further underpinning our strategy to promote trust online.
Empower everyone
We believe that by making diversity, equity and inclusion
a top priority for action at Trustpilot, we can create a sense
of belonging in our business.
We continue to prioritise the creation of an inclusive
workplace environment at Trustpilot, ensuring that people of
all backgrounds can be represented, with equal opportunities in
recruitment, selection, training, development, and promotion.
We want all our employees to feel valued and respected in
aculture of belonging, where they can be themselves.
In 2022, we launched our first Diversity, Equity and Inclusion
strategy, which outlines our approach to achieving this
vision,and this work further underpins our strategy of
empoweringeveryone.
Speed and accuracy are crucial when
detecting fake or misleading reviews.
Trustpilot
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1.Overview 2.Strategic report
Chief Executive’s review continued
Partner for the planet
We also know that climate change is the most important
issue facing humanity, hence we are providing more
detailon our commitments by setting science-based,
independently verified emissions reduction targets.
We are committed to understanding climate change and
theenvironmental impact we have as a business. In FY22,
we undertook a review of our disclosures in respect of
climate-related risks and opportunities set out in our 2021
Annual Report and established an action plan to enhance
our reporting.
We took a number of positive steps in our climate change
disclosures during the year: strengthening governance and
board oversight; improving our ability to report robust data;
and incorporating climate-related risks into our strategy.
Furthermore, in our pursuit of high standards of
compliance and ethics, we adhere to codes and
regulations across our activities and countries, and we
train our Trusties on relevant policies and procedures.
Current trading and outlook
As our business expands, we are expecting to move to
adjusted EBITDA profitability and positive adjusted free
cashflow in FY23. Our focus on sustainable growth, plus the
impact of the investments we have made, give the Board the
confidence that the business will deliver margin expansion in
FY23, and it remains confident of the significant and growing
long-term market opportunity.
We are continuing to take a disciplined approach to our
investment into growth, which will result in customer
acquisition costs expanding in line with revenue over the
medium term. In the current year, we have felt the effects
ofthe uncertain macro environment on new business and
retention bookings in Q1, which will result in lower revenues
from in-period bookings in FY23, and consequently we are
more cautious in our outlook and expect a mid-teens
percentage constant currency revenue growth rate in the
current year, albeit with greater operating leverage and higher
adjusted EBITDA than previously expected.
Peter Holten Mühlmann,
Founder and Chief Executive Officer, Trustpilot
20 March 2023
* Please see pg 48 for the definition of adjusted free cash flow
3.Governance 4.Financial statements
25
1.Overview 2.Strategic report
Trustpilot
Annual report 2022
A universal symbol of
100K monthly active
businesses* in 2022
These businesses help promote the Trustpilot brand, actively collecting
reviews and/or displaying their TrustBox. Of these businesses,
25thousand are paying customers*, subscribing to our software
tools tohelp them get, manage, and derive insights from reviews.
* Key performance indicator (KPI) – further detail available on pg 49
26
4.Financial statements3.Governance2.Strategic report1.Overview
Trustpilot
Annual report 2022
Market overview
Trust is the foundation on
which global commerce is built.
Why we are different
Open and collaborative
Trustpilot not only helps consumers to make better-informed
purchasing decisions, but also gives them the opportunity to
recommend businesses, products, services and locations based
ontheir genuine experiences. On Trustpilot, your voice matters.
In contrast to ‘closed’ review platforms, we do not permit businesses
to choose which reviews are published on, or removed from, Trustpilot.
We put trust and transparency at the heart of everything we do so that
Trustpilot is a place where all consumers can share experiences and
learn from each other, and any business can use the platform to view
and respond to consumer reviews for free.
Global presence
With reviews posted in over 200 countries and territories around
the world, Trustpilot’s reach is global. This differentiates us from
other smaller review platforms which have only a local presence
or a presence in specific niche markets.
Relevant to all
We believe that trusted reviews are relevant and valuable to all businesses.
Other online reviews platforms may specialise around certain industry
verticals such as hotels and restaurants, or just product reviews. In
contrast, Trustpilot is relevant to all businesses, both online and offline –
from retail and healthcare to financial services, and travel. Trustpilot’s
broad appeal to a wide range of merchants means that it supports them
in collecting the type of feedback most relevant to their business, be it
reviews based on the service they provide, products they offer or the
locations theyserve.
Network effects
Our business benefits from network effects, whereby the two sides
of our platform, for businesses and consumers, increasingly reinforce
value for one another. This has become a significant driver of organic
growth for Trustpilot over many years. Our sales and marketing efforts
benefit from these network effects as more consumers post reviews on
more businesses, and these businesses then claim their domain on
Trustpilot, and begin to invite even more consumer reviews. During
2022, on average there were around15 thousand businesses added to
Trustpilot every month, as consumers reviewed them for the first time.
A global market opportunity
Trustpilot is a public platform where consumers can leave reviews for
businesses and businesses can respond to honest feedback and turn it into
insights to create better experiences. The platform is free to use and open to
all businesses and consumers – yet independent of both – so every
interaction on Trustpilot is transparent for all to see.
Trustpilot
Annual report 2022
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27
1.Overview 2.Strategic report
Market overview continued
Large and growing market opportunity
Whether a business operates online or offline, sells
services or products, likely the consumer purchase
journey starts online. The Covid pandemic accelerated the
shift online for businesses and global e-commerce as a
share of total retail spend jumped by a third in 2020.
Although this extraordinary growth subsequently returned
to more normal trends, there has been a step change in
the prominence of digital commerce and consumer
activity online.
Never have there been more consumers willing to
transact online and more businesses to choose from,
making trust and high quality consumer experiences
essential to business success. At Trustpilot, we believe
that we can play an integral role in helping businesses
establish and signal trust to their consumers.
Trustpilot has a large, underpenetrated global opportunity
that is further supported by these positive tailwinds.
$9.7bn
$37m
Bookings
United States
$1.7bn
$66m
Bookings
UK
$7.4bn
$63m
Bookings
Europe (excl. UK)
Europe & RoW
Note: the ‘Total SAM’ (serviceable addressable market) shown above is the future, long-term, theoretical addressable market opportunity available to Trustpilot within core
geographies, industries and products assuming 100% account penetration within addressable businesses and estimated potential conversion to paid accounts; this contrasts with
the ‘Current SAM’ of $6 billion, which is the future, long-term, theoretical addressable market opportunity for Trustpilot within core geographies, industries and products given the
current best-in-class penetration and conversion rates observed in the market
Consumer brand
We are building a brand with which consumers have an
increasing affinity. People choose to read Trustpilot reviews
because they believe that they have integrity and are based
on the genuine experiences of other consumers.
Other review solutions providers may enable businesses to
display user-generated content, but these reviews are not
perceived to have integrity as the business maintains
control over which reviews it displays and who it invites to
leave reviews. As a result, Truspilot is rapidly becoming the
most trusted and the most used online review site globally.
Trustpilot
Annual report 2022
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28
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Market overview continued
Ahead of regulatory trend
An estimated 89% of consumers in the UK, US and France
check online reviews before making purchases (Canvas8,
The Critical Role of Reviews in Internet Trust, 2020). Fake
reviews impose a serious threat to consumer trust and,
consequently, to businesses.
In response, regulators around the world are putting
increasing pressure on platforms to take responsibility for
harmful and illegal content. They are also cracking down on
businesses who are unfairly misleading consumers or not
doing enough to protect them. Since inception in 2007,
trustworthiness and integrity have been our founding
principles, shaping our guidelines for businesses and
consumers, investments in technology to safeguard the
integrity of the reviews that businesses and consumers
encounter on Trustpilot, and our business model. The current
regulatory environment underpins Trustpilot’s ongoing
commitment and focus on trust and further highlights our
leadership and differentiation built on trust and transparency.
Macroeconomic uncertainty and the
cost of living crisis
A challenging macro environment
A perfect storm of supply chain challenges, Russia’s illegal
invasion of Ukraine creating global commodity and energy
shortages and a tight labour market forcing higher wage costs
have driven record inflation in 2022. The ripple effects of this
inflationary pressure have been felt by consumers as well as
businesses across the board. Against this highly uncertain
backdrop, consumers’ purchasing power has been reduced
and their need for trust online is arguably greater than ever
before. At the same time, the requirement for businesses to
beable to signal that they are trustworthy in such an uncertain
environment has also become more acute.
Trustpilot plays an integral role in helping
businesses to proactively seek customer
feedback, gain insights, deliver better
experiences, and establish trust in
theirbrand.
c.20m
Number of people who left their first review on
Trustpilot in 2022
Cost of living crisis
According to a survey of the UK conducted by Deloitte, 40
per cent of its respondents felt their financial situations had
worsened in 2022. Of those respondents, 67 per cent felt
they were twice as concerned about their savings than the
prior year. Consumers everywhere are seeing pressures
ontheir disposable incomes and are understandably more
constrained in their spending. Based on Trustpilot’s in-house
survey, UK shoppers are taking 30 per cent longer to make a
purchase than they did a year ago and 61 per cent say that
quality and reliability are among the biggest factors
influencing their buying decisions.
Businesses simply cannot afford to disappoint their
customers. Based on research by Qualtrics, $3.1 trillion of
global revenue is at risk due to bad consumer experiences.
Trustpilot plays an integral role in helping businesses to
proactively seek customer feedback, gain insights, deliver
better experiences, and establish trust in their brand.
Whenbusinesses showcase their Trustpilot ratings across
various online and offline marketing channels, they are
ableto achieve measurable efficiencies across all of their
marketing investments.
As business budgets tighten, Trustpilot is positioned to be
an increasingly attractive solution to help retain existing
consumers and attract new consumers more efficiently.
For consumers – particularly those making high consumer
lifetime value purchases, for example taking out a loan or a
mortgage – Trustpilot often becomes an indispensable part
of the purchase process.
Trustpilot
Annual report 2022
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1.Overview 2.Strategic report
Business model
-valueproposition
Organic growth is underpinned by virality.
Consumers
Know who they can trust
Help other consumers
Businesses
Get new customers
Retain customers
Grow efficiently
Viral
networkeffect
drivesorganic
growth
Discovery
Invitation
Trustpilot
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1.Overview 2.Strategic report
People.
Our ‘Trusties
are passionate about
our purpose.
Trust.
Our relentless focus on
trustand transparency
is akeydifferentiator
forTrustpilot.
Business model
-keystrengths
31
4.Financial statements3.Governance
Trustpilot
Annual report 2022
1.Overview 2.Strategic report
Business model
-keystrengths
Brand.
It’s about letting millions of
people set the bar for trust,
so hundreds of thousands of
businesses can earn it.
Technology.
We innovate to provide
sophisticated, high-value,
data-driven insights for
our customers.
32
4.Financial statements3.Governance
Trustpilot
Annual report 2022
1.Overview 2.Strategic report
Business model
- deliveringvalueto stakeholders
Consumers
Read independent reviews
tomake better-informed
purchases. Help other
consumers by writing reviews
and sharing experiences. Engage
with businesses and have their
voice heard, helping them to
improve services.
Businesses
Gather independent
reviews,showcase their
TrustScore, building a trusted
brand. Engage withconsumers,
understand customer feedback
and insights toimprove their
products and services grow
efficiently.
People
Behind Trustpilot is a team of
amazing people – who we call
Trusties – who together deliver on
ourmission vision to be a universal
symbol of trust for the internet
economy. We are building a place
where they can thrive, follow their
passions, and do the best work of
their careers.
Shareholders
Our purpose and passion
matters toinvestors, and, with
their support, we are delivering
sustainable, profitable growth.
893k
Total reviewed domains*
(+25%YoY)
567m
Business profile page views
in2022
>900+
Employees
+13%
YoY reported revenue growth
213m
Total reviews by consumers*
(+27% YoY)
50+
Nationalities
+23%
YoY revenue growth
atconstantcurrency
How we maximise value
Our
clearstrategy
Robust
riskmanagement
Innovative &
inclusiveculture
Responsible
approach
Sound
governance
pg 38 pg 65 pg 87 pg 79 pg 97
* Key performance indicator (KPI) – further detail available on pg 49
Trustpilot
Annual report 2022
3.Governance 4.Financial statements
33
1.Overview 2.Strategic report
Business model
- key differentiators
Purpose-driven company
Since its establishment in 2007, Trustpilot has built a leading,
trusted, and open platform for online reviews. It has been
ahead of regulatory trends and instead been driven by our
singular mission of being the most trusted. From the start,
Trustpilot has aimed to be a safe haven for consumers to
exchange authentic experiences and to help businesses
dobetter.
Fulfilling a crucial role
We have always placed trust at the heart of what we do, and
the importance of this has been amplified by the challenging
macroeconomic environment and cost-of-living crisis that is
affecting so many people and businesses. The need for a direct
line of communication between consumers and the businesses
they interact with is fundamental; this is the crucial role that
Trustpilot can play.
Engaged, global employee base
900+ employees | 9 offices | 50+ nationalities.
Open & transparent
Trustpilot helps people trust that a business will live up to
its word on quality and service, backed by a global review
community and trusted by millions of consumers for our
open-book platform where every interaction between people
and businesses is transparent for all to see.
Businesses can turn trusted reviews read by millions of
consumers into revenue. Reviews on Trustpilot’s open and
transparent platform expand their reach, help them to attract
and convert customers, and give them real-time insights to
keep them coming back.
Go-to-market
We offer businesses freemium subscription software solutions.
This approach provides a relatively stable, predictable stream
of revenue for our business, and we benefit from a flexible
operating model. We are not reliant on heavy marketing
spend in order to generate sales leads as we benefit from
network effects.
Given our global presence, Trustpilot’s go-to-market strategy is
tailored to the varying brand awareness and local dynamics
of each country within our portfolio. We take an integrated
marketing approach that targets both B2C and B2B
audiences and seek opportunities to build network effects
inkey industry verticals. Ultimately, as our presence and
maturity in each market grows, we see the unit economics
trend toward our leading markets.
Contribution margin increasing over
time in each market
Market Contribution Margin
Time
NA Margin(1)
Europe & RoW Margin
UK Margin
1. NA includes US and Canada.
Trustpilot
Annual report 2022
3.Governance 4.Financial statements
34
1.Overview 2.Strategic report
Business model
– summary
We help businessesto
use consumer feedback
and insights to improve
their products and
services.
We go to market with
a flexible, freemium
model.
We benefit from high
gross margins and
retention.
Gather independent reviews
Grow efficiently, showcasing
their reviews and TrustScore
Build a trusted brand, enhancing
all marketing channels
Engage with consumers
Free
Standard + Add-ons
(Annual subscription model)
Invite
Convert
Enhance
Connect
Product Reviews
Location Reviews
Integrate
Insights
Enterprise
(Annual subscription tailored offering)
$149m
Revenue (23%
ccgrowth)
100%
LTM Net Dollar
retentionrate*
82%
Gross margin
$6k
Average contract
value(approx)
Value
Proven outcomes with
ameasurable return
oninvestment
* Key performance indicator (KPI) – further detail available on pg 49
Trustpilot
Annual report 2022
3.Governance 4.Financial statements
35
1.Overview 2.Strategic report
A universal symbol of
growth
c.58m review invitations
sent every month
Our broad appeal to a wide range of merchants means that we
support them in collecting the type of feedback most relevant to
their business, be it reviews based on the service they provide,
products they offer, or the locations they serve.
36
4.Financial statements3.Governance2.Strategic report1.Overview
Trustpilot
Annual report 2022
You
cantgrow
without
trust
A voice from the
Trustpilot community
Trustpilot
Annual report 2022
37
4.Financial statements3.Governance1.Overview 2.Strategic report
Our strategy
1. Consumer
engagement
More useful
to consumers.
2. Content & platform
integrity
Ensure trust
and transparency.
2022 Progress
Our first ever consumer app launched
in 2022 and embarks our journey to
creating new ways for consumers to
engage with our platform.
We made it easier for consumers to
know which businesses are verified and
highlighted relevant company activity
as additional ‘trust signals’ to help make
informed decisions.
A number of enhancements were made
to the usability of the consumer site to
surface relevant content more
prominently and help consumers
discover businesses they can trust.
2023 Focus
Our global consumer brand is a key
differentiator that drives virality in our
platform. We will focus on strengthening
our brand, especially in markets where
its recognition is at an early stage.
Key metrics
We monitor our own Trustscore
The number of monthly unique users
The number of returning consumers
The number of page views per visit
The number of mobile app downloads
2022 Progress
Early in the year, Trustpilot made a vow to
increase legal action against businesses
who continually abuse our platform. We
took an offensive approach to protecting
trust in our platform.
We launched a verification tool that,
for those who choose to opt-in, take
reviewers through additional steps
to verify their identity before leaving
a review.
We removed 2.6m fake reviews from our
platform, of which 68% were removed
automatically. We continued to invest in
our proprietary technology to safeguard
the integrity of our platform.
2023 Focus
Further investment in deterrents, detection,
and enforcement against businesses that
repeatedly break the rules by soliciting
fake and misleading online reviews.
Key metrics
Number of fake reviews detected
and removed
The proportion of fake reviews
automatically removed by our technology
The proportion of verified reviews
The number of consumers verified
on our platform
Trustpilot
Annual report 2022
3.Governance 4.Financial statements
38
1.Overview 2.Strategic report
Our strategy continued
3. Efficient growth
Lower customer
acquisition costs.
4. Value & insights
forbusinesses
Retain and grow revenue.
2022 Progress
In the US, we focused our go-to-market
on High Customer Lifetime Value
customers. We gained significant traction
within those verticals that created
network effects to drive increased brand
awareness in the space.
We launched an integrated marketing
campaign in Italy to test the
effectiveness of brand marketing as
an efficient growth driver.
2023 Focus
We will focus on a product-led go-to-
market strategy to make our customer
acquisition spend more efficient.
Scale our online or hybrid sales channels to
lower our overall customer acquisition cost.
Key metrics
We track and compare the customer
lifetime value with the customer acquisition
cost (LTV/CAC) in each territory and for the
Group, as a means to understand our
go-to-market efficiency.
The proportion of new sales that are
achieved via our online sales channel.
We measure the return on investment
from our marketing spend.
2022 Progress
We continued to invest in our product,
be it through enhanced features or new
product integrations, to make it seamless
for businesses to start collecting feedback.
We also introduced a wave of features
and tools to make sure businesses are
getting the most value out of our platform.
We drive measurable return on investment
for our customers. The value that our
product delivered to our customers is
reflected in our strong net dollar
retention rate* of 100 per cent in 2022,
up from 99 per cent in 2021.
2023 Focus
We will continue to develop our big-data
ecosystem and our ability to derive
high-value insights for our customers
through new products and services.
We intend to innovate to deliver
solutions that meet our customers’
needs, through products, capabilities
and services, thereby increasing the
value we offer.
Key metrics
Net dollar retention rate, gross churn,
and net expansion
We monitor bookings* and annual
recurring revenue* growth
We monitor product engagement metrics
like active domains, invitations sent and
Trustbox impressions
* Key performance indicator (KPI) – further detail available on pg 49
Trustpilot
Annual report 2022
3.Governance 4.Financial statements
39
1.Overview 2.Strategic report
Our strategy continued
5. Value-based pricing
Measurable returns.
2022 Progress
We implemented a number of updates
to our pricing strategy that allows our
contract values to grow as our
customers grow, positively impacting our
bookings, particularly in retention.
We refined our value proposition,
making it clearer to our customers and
prospects how Trustpilot serves them
throughout their business life cycle.
We continued to optimise our value
proposition, piloting a solution-based sales
strategy targeted to customers’ needs.
This has driven improved average contract
values when compared to our modular
sales approach.
2023 Focus
Following a recent ‘willingness to pay’
survey, we will seek to optimise our
pricing in all our markets.
Further explore and develop usage
and value-based pricing mechanisms.
Segmenting our prospects and
customers to better monetise our
audience based on value provided.
Key metrics
Where possible, we monitor the increase
to traffic and conversion we deliver
forcustomers
Trends in average contract value
Net Dollar Retention and net expansion
Trustpilot
Annual report 2022
3.Governance 4.Financial statements
40
1.Overview 2.Strategic report
Key performance indicators
Financial
Revenue
($m)
Loss after tax
($m)
Adjusted EBITDA**
($m)
Why we track it
The top line of our income.
Why we track it
Where we are on our path to profitability.
Why we track it
Our ability to generate sustainable margin improvement.
We use both financial and non-financial
KPIs to help us measureourperformance.
2022-15
2021-26
2020-12
*2022 149
2021 131
2020 102
23%
2021
7
* All growth rates shown are YoY at constant currency
** Alternative performance measure (APM) – see note 4
2022
$6.1
2020
$3.9
$(4.4)
Trustpilot
Annual report 2022
3.Governance 4.Financial statements
41
1.Overview 2.Strategic report
Key performance indicators
Financial continued
Bookings
1
($m)
LTM net dollar
retention rate
2
Annual recurring
revenue
3
($m)
Why we track it
A lead indicator of future revenue.
Why we track it
Our success at retaining customers
and expanding customer contract value.
Why we track it
A measure of visibility into future revenue.
** All growth rates shown are YoY at constant currency
1 Bookings is defined as the annual contract value of contracts signed in a given period. Nearly all of Trustpilots contracts with customers have a duration of 12 months, and in the event a contract length exceeds 12 months the value is adjusted to the
12-month equivalent for the purpose of calculating bookings. Bookings are a leading indicator of future revenue.
2 LTM Net Dollar Retention Rate is defined as the annual contract value of all subscription renewals in the last twelve months divided by the annual contract value of subscriptions expiring in the last twelve months. LTM Net dollar retention includes the total
value of subscriptions with existing Subscribing Customers, and includes any expansion of contract value with existing Subscribing Customers through upsell, cross-sell, price expansion or winback. Twelve months of data is used as nearly all subscriptions are
twelve months in duration, ensuring the appropriate alignment of renewal activities.
3 Annual recurring revenue is defined as the annual value of subscription contracts measured on the final day of a reporting period.
2022 165
2021 150
2020 113
20% 2022 100%
2021 99%
2020 91%
2022 162
2021 144
2020 119
20%
**
**
+1% YoY
Trustpilot
Annual report 2022
3.Governance 4.Financial statements
42
1.Overview 2.Strategic report
Key performance indicators
Non-financial
Number of reviews
4
(m)
Reviewed domains
5
(k)
Claimed domains
6
(k)
Why we track it
Consumer activity and engagement.
Why we track it
The virality of our platform.
Why we track it
Business activity and engagement.
4 Number of reviews hosted on Trustpilot’s platform as at 31 December (including reviews subsequently removed or deleted).
5 Number of reviewed domains that have been reviewed on Trustpilot’s platform as at 31 December (including domains subsequently removed from the Trustpilot consumer website).
6 Number of claimed domains that have been reviewed on Trustpilot’s platform as at 31 December (including domains subsequently removed from the Trustpilot consumer website) and have been claimed by the domain owner accessing features like inviting
customers to write reviews, reply to reviews, and being notified whenever someone writes a review.
2022
2021
2020
213
167
121
2022
2021
2020
893
715
529
2022
2021
2020
684
549
407
+27% YoY +25% YoY +25% YoY
Trustpilot
Annual report 2022
3.Governance 4.Financial statements
43
1.Overview 2.Strategic report
Key performance indicators
Non-financial continued
Monthly active
domains
7
(k)
Subscribing
customers
8
(k)
We also track several KPIs that relate to our employees and
the environment – for more information please see page 88.
Why we track it
These business promote our brand.
Why we track it
Our success at converting free users to paid accounts.
7 Number of domains, in the months of December, that received an invited review or were the subject of a TrustBox impression during the month.
8 Number of customers with a paid subscription for services on Trustpilot’s platform as at 31 December.
2022
2021
2020
100
84
63
2022
2021
2020
25
23
20
+19% YoY +9% YoY
Trustpilot
Annual report 2022
3.Governance 4.Financial statements
44
1.Overview 2.Strategic report
Our full-year results for 2022 demonstrate thecontinued strength
of our business from bothafinancial and strategic perspective.
Theinvestments we continue to make in trust &transparency,
andour culture of high performance, are helping us to maximise
shareholder value whilst maintaining our strongsense of purpose.
Finance review
Encouraging year
of revenue growth
with robust
balance sheet
Hanno Damm, CFO
45
4.Financial statements2.Strategic report 3.Governance1.Overview
Trustpilot
Annual report 2022
45
Finance review continued
Overview
We achieved revenue of $149 million in FY22, an increase of
23per cent on a constant currency basis, or 13 per cent as
reported. The reported growth rate was negatively impacted
from the strengthening of the US Dollar relative to sterling
andthe Euro. Bookings* grew by 20 per cent on a constant
currency basis, resulting in Annual Recurring Revenue (ARR*)
of $162 million at the period end.
The loss for the year declined from $26 million to $15 million,
principally due to the reduction in non-recurring IPO-related
costs amounting to $10 million. Adjusted EBITDA** declined
from $4 million to $(4) million; this reflected further investment
in marketing and technology and was partially offset by
continued revenue growth. In the second half of the year, we
achieved a positive adjusted EBITDA result of $1 million,
versus a loss of $5.4 million in the first half.
* Key performance indicator (KPI) - further detail available on p.49
** Alternative performance measures (APM) - further detail available in note 4
Annual Recurring Revenue & Bookings
ARR and bookings tend to serve as good leading indicators
of future revenue. ARR is measured at the period end, while
bookings reflect the annual contract value of deals signed
within the period. On the 31 of December 2022, ARR was
$162 million, an increase of 20 per cent at constant currency
over the prior year, or an actual reported increase of 12 per
cent after foreign exchange. In FY22, bookings of $165
million increased by 20 per cent at constant currency over
theprior year.
Nominal differences between ARR at the 31 December 2022
and FY22 bookings are partly due to currency translation:
ARR utilises the spot rate on the date of measurement while
bookings is cacluated using monthly average rates over the
period when the activity is recorded.
Bookings growth was assisted by an improvement in the LTM
net dollar retention rate*, which increased from 99 per cent in
FY21 to 100 per cent in FY22; this was encouraging given
the uncertain macroeconomic environment.
Regional growth trends
We invest upfront to drive bookings which, in turn, lead to
future revenues, hence FY22 regional revenue growth was
largely dependent upon bookings growth achieved in the prior
year. In the UK and Europe & RoW regions, constant currency
revenue growth remained strong with 26 per cent and 30 per
cent growth (or up by 13 per cent and 15 per cent reported)
respectively, and constant currency revenue growth in the
North America region was 12 per cent (or 11 per cent
reported).
We were encouraged to see good bookings growth in all
regions. At constant currency, when compared to the prior
year, Europe & RoW bookings increased by 28 per cent (13
per cent reported); UK bookings by 20 per cent (8 per cent
reported); and North America bookings by 10 per cent (10 per
cent reported).
In our more developed European markets, for example the UK
and Denmark, we are more efficient as we benefit from a
stronger brand presence and associated network effects.
In the Netherlands, France, Italy, Germany, and Sweden,
we believe our brand presence is approaching a similar
critical mass to that which we see in the UK. We continue to
be excited about the opportunity in North America, given the
market’s size and the encouraging early results we have seen
from the highly segmented go-to-market approach we
launched in 2022.
Trustpilot
Annual report 2022
3.Governance 4.Financial statements
46
1.Overview 2.Strategic report
$ 000’s FY22 FY21
(+/-) %
actual
(+/-) %
constant
currency
Bookings:
UK
1
66,031 61,064 8 20
North America 36,518 33,200 10 10
Europe & Rest of World 62,735 55,300 13 28
Total bookings 165,284 149,564 11 20
Revenue:
UK 59,803 53,136 13 26
North America 34,003 30,503 11 12
Europe & Rest of World 55,126 47,804 15 30
Total revenue 148,932 131,443 13 23
1 The Isle of Man and the British Virgin Islands are included within the UK
Cost of sales
Cost of sales, which includes network operating costs and
the costs incurred to onboard, support, retain and upsell
customers, rose to $27 million (FY21: $25 million). The
increase is a result of investments we made throughout the
year to support customer retention and expansion before
future revenue recognition. These investments were
principally related to growing headcount in our customer
success team to 207 (FY21: 178), and this helped us to
improve our LTM net dollar retention rate from 99 per cent in
FY21 to 100 per cent in FY22. As a proportion of revenue, the
cost of sales declined from 19 per cent in FY21 to 18 per
cent in FY22.
Finance review continued
Sales and marketing
Sales and marketing costs were $58 million in the year (FY21:
$46 million). This partly reflected additional marketing
expenses related to our Italian brand campaign, aswell as an
increase in B2B marketing in the US, and Europe &RoW. Sales
and marketing headcount grew 12%, efficiently scaling in
comparison to overall sales and marketing expenses. We
believe we can achieve further efficiencies andso deliver
additional operating leverage as our business continues to
expand. Average headcount in sales and marketing increased
to 313 (FY21: 279). As a proportion of revenue, the sales and
marketing expense increased to 39 per cent in FY22 (FY21:
35 per cent).
Technology and content
Technology and content costs were $41 million in the period
(FY21: $34 million). Average technology and content headcount
grew to 255 in FY22 (FY21: 220). These costs are primarily
related to the investments we make in product and
engineering, with the clear objectives of driving greater
consumer engagement and growing our active user base, and
we continued to invest into ensuring content integrity. Total
technology and content costs were 28 per cent of revenue in
FY22 (FY21: 26 per cent).
General and administrative
General and administrative costs reduced to $39 million in the
year (FY21: $52 million). This principally reflected the inclusion
of $10 million non-recurring IPO-related costs a year ago,
and a reduction of $6 million relating to share-based
payments including the related social security charge.
During 2022, we also saw the impact of the first full year of
the annual expenses taken on as we became a public
company, which include the additional headcount, legal,
accounting, and other costs associated with supporting our
operations as a public company. Average headcount in our
general and administrative function grew to 145 in FY22
(FY21: 109). As a proportion of revenue, general and
administrative expenses declined to 26 per cent in FY22
(FY21: 39 per cent)
Cash Flow
We saw a net cash outflow from operating activities of $3
million, compared to a net cash outflow of $5 million in FY21.
The improvement in cash flow from operating activities during
the year was largely driven by the absence of the non-recurring
IPO-related costs which were incurred in FY21; this was
partially offset by a lower net working capital as a result of lower
accrued social contributions.
Net cash outflow from investing activities increased to $7 million
(FY21: $4 million), relating to non-recurring office fit-out costs
in New York, Edinburgh, and Copenhagen.
Net cash used in financing activities was an outflow of
$2 million (FY21: $56 million inflow), reflecting $3 million
of principal elements of lease payments, and $1 million in
equity inflows from share issues.
Trustpilot
Annual report 2022
3.Governance 4.Financial statements
47
1.Overview 2.Strategic report
Adjusted free cash flow
Adjusted free cash flow is operating cash flow, adjusted for
non-recurring transaction costs, restructuring costs, principal
lease payments and capital expenditure.
$’000 FY22 FY21
Operating cash flow (2,698) (5,444)
Non-recurring transactions
1
12,449
Restructuring costs
Principal lease payments (3,187) (4,522)
Capital expenditure
2
(7,3 99) (4,221)
Adjusted free cash flow (13,284) (1,738)
1 Non-recurring transactions represents cash paid for IPO related costs in FY21.
2 Capital expenditure consists of purchase of property, plant and equipment and
payments for intangible asset development.
Finance review continued
Balance Sheet
Meaningful movements in the Group balance sheet, when
compared to 31 December 2021, consisted primarily of
right-of-use assets and corresponding lease liabilities which
increased $11 million as a result of new long-term leases
signed in New York, Melbourne, and Edinburgh. Our net cash
balance decreased by $20 million, reflecting an operating
cash outflow of $3 million, an investing cash outflow of
$7million, a financing cash outflow of $2 million, and and an
$8 million negative foreign exchange impact on cash and
cash equivalents. The decrease in equity of $14 million was
principally driven by the loss for the year. Current liabilities
decreased from $57 million to $54 million, largely due to
lower social contributions which were offset by growth in
contract liabilities which increased by $5 million in the period,
reflecting bookings growth.
Post balance sheet event
On 10 March 2023, Silicon Valley Bank (SVB) in the United
States was closed by the California Department of Financial
Protection and Innovation and the subsequent entry into
receivership of its UK arm (SVB UK). SVB UK is the Groups
principal banking partner, which was subsequently acquired
by HSBC.
The Group has not experienced liquidity concerns because
of this event. We have full access to our cash on deposit, and
our revolving credit facility remains available, expiring in April
2024. In the meantime, we intend to review and diversify our
banking partners to mitigate future risks. We benefit from
having a diversified customer base with little concentration,
and this limits our exposure to the events surrounding the
bank’s failure. We have not experienced any operational
impact on our business and customer cash collections
remain unaffected.
Foreign exchange
The Group does not hedge foreign currency profit and loss
translation exposures and the statutory results are therefore
impacted by movements in exchange rates. The use of
constant currency translation illustrates underlying activity
byneutralising the impact of currency fluctuations. Constant
currency translation is applied by utilising the monthly
average rate from the most recent period applied to all
historical periods being compared.
Trustpilot
Annual report 2022
3.Governance 4.Financial statements
48
1.Overview 2.Strategic report
Finance review continued
Going Concern Statement
In line with the disclosures in note 1 of the financial statements
(page 160), we have performed a going concern assessment for
the Group by preparing monthly cash flows for an 18 month
period and then sensitising for what the directors consider to be
the most severe but plausible scenario that could arise. Based
on the assessment, the Directors have a reasonable
expectation that the Group has adequate resources to
continue to operate for at least 18 months from the date of
approval of the financial statements. As a result, the Directors
consider it appropriate for the Group to continue to adopt the
going concern basis in the preparation of the financial
statements.
1 Bookings is defined as the annual contract value of contracts signed in a given
period. Nearly all of Trustpilots contracts with customers have a duration of 12
months, and in the event a contract length exceeds 12 months the value is
adjusted to the 12-month equivalent for the purpose of calculating bookings.
Bookings are a leading indicator of future revenue
2 LTM Net Dollar Retention Rate is defined as the annual contract value of all
subscription renewals in the last twelve months divided by the annual contract
value of subscriptions expiring in the last twelve months. LTM Net dollar
retention includes the total value of subscriptions with existing Subscribing
Customers, and includes any expansion of contract value with existing
Subscribing Customers through upsell, cross-sell, price expansion or win back.
Twelve months of data is used as nearly all subscriptions are twelve months in
duration, ensuring the appropriate alignment of renewal activities
3 Annual recurring revenue is defined as the annual value of subscription
contracts measured on the final day of a reporting period
4 Number of reviewed domains that have been reviewed on Trustpilot’s platform
as at 31 December (including domains subsequently removed from the
Trustpilot consumer website)
5 Number of claimed domains that have been reviewed on Trustpilot’s platform
as at 31 December (including domains subsequently removed from the
Trustpilot consumer website) and have been claimed by the domain owner
6 Number of domains, in the months of December, that received an invited review
or were the subject of a TrustBox impression during the month
7 Number of customers with a paid subscription for services on Trustpilot’s
platform as at 31 December
8 Number of reviews hosted on Trustpilot’s platform as at 31 December
(including reviews subsequently removed or deleted)
Operating metrics
Trustpilot utilises a range of key performance indicators (“KPIs”) to assess its performance, and this document contains certain
operating measures that are not defined or recognised under IFRS. Trustpilot considers bookings, LTM Net Dollar Retention Rate,
annual recurring revenue, number of reviewed domains, number of claimed domains, number of active domains, number of
subscribing customers and number of reviews to be the KPIs used by Trustpilot to help evaluate growth trends, establish budgets
and assess operational performance and efficiencies.
Trustpilot believes that these KPIs provide alternative measures by which to assess the operating performance of the Group and,
together with IFRS measures, are useful in evaluating the Group’s operating performance. The KPIs used in the Financial Statements
should not be considered superior to, or a substitute for, measures calculated in accordance with IFRS. The following table presents
Trustpilot’s KPIs for FY22 and FY21.
$ 000’s except per cent FY22 FY21 (+/-) % actual
(+/-) % constant
currency
Bookings:
UK 66,031 61,064 8 20
North America 36,518 33,200 10 10
Europe & Rest of World 62,735 55,300 13 28
Total bookings
1
165,284 149,564 11 20
LTM Net Dollar Retention Rate (per cent)
2
100 99 1 1
000’s except where denoted millions
KPIs at period end
Annual Recurring Revenue ($)
3
162,237 144,484 12 20
Number of reviewed domains
4
893 714 25
Number of claimed domains
5
684 549 25
Number of active domains
6
100 84 19
Number of subscribing customers
7
25 23 9
Number of reviews
8
(millions) 213 167 27
Trustpilot
Annual report 2022
3.Governance 4.Financial statements
49
1.Overview 2.Strategic report
Viability Statement
The Directors have performed an assessment of the Group’s
prospects and long-term viability, considering its current
financial position and principal risks and uncertainties. The
processes for identifying and managing risk are described on
pages 65 to 78. As described on these pages, the risk
management process, and the going concern and viability
statements, are designed to provide reasonable but not
absolute assurance.
The Group’s prospects are assessed through an annual
strategic planning process, which addresses the expected
commercial and financial performance over the subsequent
three years and the consequential impacts to cash flows and
liquidity. The Directors have determined that three years is an
appropriate period over which to provide the Group’s viability
statement as it is consistent with the three-year outlook
adopted when preparing its strategic business plan.
The strategic planning process begins with input from the
Group’s Executive Leadership Team and the Board at a
two-day off-site. The first year of this three-year forecast
serves as the Group’s budget, informed by detailed, bottom-
up input derived from the strategic plan. The second and third
years are built on the same forecast methodology but also use
top-down drivers and trends.
The Group’s forecast begins with detailed monthly commercial
KPIs that drive new customer acquisition expectations, as well
as the renewal and expansion of existing customer contracts,
with detailed regional planning. This planning takes place in
tandem with corresponding forecasts of operating expenses,
consisting primarily of direct labour costs or those indirect
costs tied to headcount. Climate change has been considered
in the base case and also considered in a further downside
impact. The resulting plan covers the key operating KPIs as
well as the income statement, balance sheet and cash
flowexpectations.
While the Group’s strategic planning process generates the
best estimate for future performance based on the
assumptions mentioned above, the Directors also consider
additional severe but plausible downside scenarios to assess
the long-term prospects of the business. The Directors
consider four scenarios to quantify the potential impact of
multiple key principal risks and uncertainties of the Group
(set out on page 152) occurring over the assessment period.
As well as considering these four distinct downside
scenarios, we have also modelled to ensure that the group
could maintain liquidity should a combination of these
scenarios arise across the period. Furthermore we have
considered whether any longer term trends outside of the
three year period could impact the Group’s viability, and have
not identified any such matters. In addition, the Group
modelled a reverse stress test to demonstrate what would
need to occur to see the Group’s liquidity exhausted.
The Board relies on the Enterprise Risk Management (ERM)
process to identify and manage any emerging risks for the
Group. We conduct activities such as our Enterprise Risk
Assessment and horizon scanning to identify risks as they
emerge. While discussing emerging risks for this period, the
Board decided to include the current macroeconomic
environment as one of the Group’s principal risks to ensure
we monitor through the ERM process.
Scenario modelled Principal risk assessed
Trust degradation Commitment to trust and
transparency
Misuse of platform
The trust degradation scenario is meant to illustrate the
impact of an erosion of trust among consumers and
businesses in our platform because of improper use, a failure
by the Group to maintain confidence in its commitment to
trust and transparency, and a public perception that content
on our platform is fake or misleading. This scenario would
result in an increased churn of existing customers, difficulty
in acquiring new customers, and increased costs associated
with platform integrity.
Commercial assumptions involve a c.20 per cent decline in
the productivity of our sales representatives, compared to our
base case, with an additional 5 per cent reduction in each
subsequent year. This scenario also assumes a 10 per cent
reduction in our LTM net dollar retention rate*, compared to the
base case, as a result of more customers churning due to our
position of differentiation as a trusted platform diminishing in
value. It also assumes that content integrity costs increase by
$500K in 2023, with an additional $100K increase in each
subsequent year, as well as increased litigation costs of $1.5
million in 2023 and each year beyond.
Scenario modelled Principal risk assessed
Regulatory scrutiny and litigation Changing and varied
regulatory landscape
Litigation and disputes
The regulatory scrutiny and litigation scenario is meant to
illustrate the impact of dramatically increased regulatory and
compliance efforts, in combination with a need to address a
growing number of litigation and dispute cases. The financial
impact of this scenario is experienced primarily through
increased costs in the Group’s content integrity, platform
integrity and legal & compliance functions, as well as
increased external counsel fees, damages, fines and
settlements from litigations. Additionally, it assumes a 5 per
cent decrease in our LTM net dollar retention rate, as
compared to the base case, to account for increasing churn
among customers unwilling or unable to comply with a more
restrictive use of the platform imposed by regulators.
* Key performance indicator (KPI) – further detail available on pg 49
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1.Overview 2.Strategic report
Viability Statement continued
The scenario assumes regulatory fines of 2 per cent of
revenue. It additionally accounts for content integrity costs
increasing by $500K in 2023, with an additional $200K
increase in each subsequent year, as well as increased
litigation costs of $1.5 million in 2023, with $500K step-ups in
2024 ($2 million total) and 2025 ($2.5 million total).
Scenario modelled Principal risk assessed
Recessionary environment Macroeconomic environment
The recessionary environment scenario is meant to illustrate
the impact of changing macroeconomic conditions. With
significantly higher global interest rates, and an increasing
cost of debt, inflation is leading to cost pressures on
businesses. This not only impacts our costs but could also
impact our customers’ ability to subscribe to our products
and solutions. This additional scrutiny on spending decisions
could affect our ability to meet growth targets in key markets.
This scenario assumes an initial sharp decline in commercial
performance in 2023, with steadily improving performance in
2024 and 2025. It assumes that new sales bookings* decline
by 5 per cent in 2023, from the base case, and that our LTM
net dollar retention rate declines to 85 per cent in 2023. We
assume that our customer acquisition cost ratio (CAC ratio)
remains broadly flat compared to the base case, and thus
results in CAC efficiencies. Our Tech and G&A functions grow
slowly through the later years of the modeled scenario.
Scenario modelled Principal risk assessed
Impact of changing customer
views towards climate change
Commitment to trust and
transparency
The impact of changing customer views toward climate
change scenario is meant to illustrate the reputational
damage from not taking enough action on climate change
and acknowledge the ongoing global challenges caused by
climate change. The material risks to Trustpilot are in relation
to the transition to a net zero economy and the ambition of
reaching alignment with the Paris Treaty to limit global
temperature increases to 1.5°C by the year 2100.
Within this context, the most material risks we face relate to
a possible reputational impact as attitudes change among
businesses and consumers, which could result in increased
concern and negativity from our stakeholders if our efforts
are considered inconsistent with expectations.
This scenario assumes reduced demand from, and retention
of, consumers and businesses if there is a perception that
we do not take sufficient action to reduce our impact on the
environment. Additionally, it assumes additional costs to
Trustpilot amounting to approximately $1 million per annum
related to reducing our carbon emissions. These costs
include higher energy expenses which are associated with
lower carbon-emitting energy sources; increased facilities
expenses as we try to lower emissions; and the introduction
of potential carbon-based taxation on companies. Finally, we
assumed the cost for offsetting Trustpilot’s carbon emissions
is derived from funding reforestation programs around the
world. This method to offset carbon emissions costs
approximately $55 per ton of CO
2
e. Trustpilot is estimated to
have generated 7,377 metric tons of CO
2
e in 2022, which
would result in carbon offsetting costs of approximately
$400K per annum.
Summary
The scenarios detailed above indicate that the Group would
be able to comfortably withstand these severe but plausible
downside situations and retain more than sufficient liquidity.
The reverse stress test also illustrates that the factors
required to exhaust Group liquidity are considered a remote
likelihood. The Group would also comfortably comply with its
covenants in these severe but plausible downside scenarios.
Furthermore, the Directors consider the mechanics of the
Group’s business model and the consequential impact to its
long-term viability. The Group operates with high gross
margin, recurring subscription software revenue, alongside
low customer concentration thus creating a sustainable
business model. In the year to 31 December 2022, no single
customer accounted for greater than one per cent of Group
revenue. The Group’s software subscription model proved
resilient during the pandemic-related uncertainties of 2020,
during which time management and the Directors proactively
managed the business to meaningfully improve operating
cash flows while continuing to grow revenue.
Based on the above assessments, the Directors have a
reasonable expectation that the Group will continue in
operation and meet its liabilities as they fall due over the
three-year period ending 31 December 2025.
Hanno Damm
Chief Financial Officer
20 March 2023
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1.Overview 2.Strategic report
Task Force on Climate-related Financial Disclosures
(TCFD)
We operate in a low
carbon industry but we
intend to play our part in
fighting climate change.
Overview
At Trustpilot, we understand that we need to play our part in
addressing the global climate change crisis. While we’re not
in the business of manufacturing or distributing physical
products that put stress on our natural resources, there are
ways in which we can minimise the impact our actions have
on the environment.
We recognise the importance of identifying and managing
climate-related risks and opportunities and are committed to
the recommendations of the Task Force on Climate-related
Financial Disclosures (the TCFD). Trustpilot has made good
progress during the year in setting our sustainability goals and
developing a plan to achieve them. We have identified where we
need to improve after considering the TCFD framework as we
continue our journey to reduce the impact our business has on
the climate.
This annual report complies with the requirements of Listing
Rule 9.8.6(8), by including climate-related financial disclosures
consistent with the TCFD recommendations. Our disclosures
are structured in line with the four thematic pillars of TCFD
(governance, strategy, risk management, and metrics and
targets) and we have set out our progress against each of the
11 TCFDrecommendations.
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Our progress in 2022
Due to the nature of our business, which is carried out
online,we have an inherently lower carbon footprint
compared tocompanies in other sectors. The majority of our
greenhouse gas (GHG) emissions are Scope 3 emissions;
these are indirect emissions that occur elsewhere in the value
chain, for instance, emissions by our third-party suppliers.
Although our ability to alter the emissions created by third-
party suppliers is limited, we explore suitable green
alternatives as weencourage the transition to renewable
energy sources across our business and its extended
valuechain.
The GHGemissions over which we have direct control are
predominantly related to the operation of our office spaces,
and whilst these emissions are not considered to be high,
wearetaking steps to reduce these emissions where we
can.Thesesteps are discussed in further detail in the
“Metricsandtargets” section of this report on pages 61-64.
The actions taken in 2022 in working towards our goal of
achieving consistency with the TCFD recommendations
aresummarised in this table.
TCFD pillar Actions completed during 2022
Governance Appointed a climate change steering group
comprising cross-functional senior employees to
manage climate-related risks and opportunities,
and to drive execution of our TCFD action plan.
Appointed an executive leadership team (ELT)
sponsor with responsibility for overseeing
management of climate-related risks and
opportunities, including the work of the climate
change steering group.
Conducted an independent assessment of the
Board’s skills and experience on ESG (including
climate change) with recommendations to
close any skill or experience gaps.
Appointed a Board sponsor with responsibility
for oversight of climate-related risks and
opportunities.
Strategy Completed an inaugural climate-related risks
and opportunities assessment, conducted by
the climate change steering group, which was
subsequently reviewed by senior management
and the Board.
Trustpilot’s most material climate-related risks
have now been incorporated within the Group’s
viability and going concern assessments.
Risk
management
Introduced a climate risk register, overseen by
the climate change steering group, and aligned
to the ERM framework.
TCFD pillar Actions completed during 2022
Metrics and
targets
Appointed Watershed, an industry specialist in
carbon footprint measurement, management,
and reporting, as our new enterprise climate
platform. Watershed subsequently helped us to
better define our Scope 3 carbon emissions,
and reassessed our 2021 emissions.
TCFD consistency statement
With the actions we took during 2022, we have established a
solid foundation upon which we will continue our journey
towards implementing the TCFD recommendations. We
recognise that we need to take further steps in order to
achieve that.
We have considered the TCFD’s All Sector Guidance
(“Implementing the Recommendations of the Task Force on
Climate-related Financial Disclosures”) and, at the time of
publication of this annual report, our climate-related financial
disclosures are not yet fully consistent with the TCFD
framework. Our progress towards meeting each of the 11
recommended disclosures is set out under each of the four
thematic pillars, with progress against the key shown below.
A key commitment within oursustainability strategy, set out in
more detail in our sustainability report, is to make further
progress in 2023 and beyond to achieve the recommendations
set out in the TCFD framework. Having taken the requisite
initial steps to understand our climate impact and climate-
related risks, we intend to continue to refine our climate-related
targets for our business and its extended value chain.
Consistency with TCFD recommendations
Fully Consistent
Partially Consistent
Not Consistent
TCFD continued
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Board oversight
The Board has collective responsibility for risk and during the
year, delegated the management of climate-related risks and
oversight of TCFD to the Audit Committee. Rachel Kentleton,
Chair of the Audit Committee, is the Board sponsor with
overall responsibility for overseeing climate-related risks and
opportunities. Our Chief Trust Officer (CTrO), Carolyn
Jameson, is the executive sponsor for ESG, as well as the
climate change steering group. Rachel receives regular
updates from Carolyn, and climate-related risks and
opportunities will beconsidered annually by the Audit
Committee in line with our ERM framework.
In February 2022, the Board reviewed and approved theresults
of an ESG materiality assessment which had commenced in
2021. This materiality assessment assisted inshaping the
Group’s ESG strategy, including its integration into the Group’s
strategic goals. The Board considered ESG matters throughout
the year and focused on the environment pillar of ESG at its
meetings in February, July and October 2022.
During 2022, the Audit Committee asked management to
prepare clear TCFD ‘action plans’ and set goals for improving
the Group’s TCFD reporting. In response to this request from
the Audit Committee, management conducted an
assessment against TCFD recommendations and identified
areas for improvement. The Board considered management’s
proposals for the governance, strategy and risk management
of climate-related risks and opportunities for the Group,
alongside the TCFD action plan, in July 2022.
In December 2022, the Board undertook an independent
assessment of its skills and experience with ESG, including
climate change. The results were reviewed to identify areas
where there was an opportunity to expand knowledge, and
the assessment identified a need to further develop the
Board’s knowledge on environmental matters, focusing on
climate change. This training was undertaken in March 2023.
Management responsibility
Trustpilot embeds climate-related risk into the three lines
ofdefence of its ERM framework. Operationally, members
ofthe ELT are responsible for overseeing delivery of the
Group’s climate-related commitments, supported by the
climate change steering group. Cross-functional working
groups arein place delivering against our ESG strategy,
including climate-related goals, and the Board receives
regular updates on progress. The internal audit planning
process will also consider a reviewof climate-related
procedures and controls.
Management oversaw an initial assessment of the Group’s
climate-related risks and opportunities. The assessment was
led by the climate change steering group, which considered
how the risks and opportunities identified may impact our
business, strategy and financial planning, including how
climate-related issues will be considered whenreviewing
strategy, capital expenditure, budgets and business plans, as
well as setting objectives and monitoring performance. The
risk impacts were considered on a qualitative basis. We
established that Trustpilot’s most material climate-related risks
relate to shifting behaviours of the businesses that we work
with and consumers that use the platform. We developed
assumptions that looked at the potential for this outcome to
occur, and included them in our three-year outlook and
viability assessment. This has been reviewed by the ELT and
Audit Committee, and approved by the Board. In 2023, we
plan to further analyse our carbon footprint and begin work
towards setting carbon emission reduction targets.
Governance
TCFD recommendations Status
a. Describe the Board’s oversight of
climate-related risks and opportunities
b. Describe management’s role in assessing
andmanaging climate-related risks
andopportunities
In 2022, Trustpilot improved its governance arrangements
relating to climate-related risks and opportunities. The
formation of a management-level climate change steering
group, comprising cross-functional senior employees,
ensures that climate-related risks and opportunities
areembedded in the Enterprise Risk Management (ERM)
framework and strategic decision-making processes. This is
aligned to the way Trustpilot manages risk across the whole
of the business.
The climate change steering group meetsas and when
required. In 2023, we willreview and further enhance the role
and remit of the climate changesteering group.
TCFD continued
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1.Overview 2.Strategic report
TCFD continued
1
Climate change
scenarios
Scenario selection
We use climate change scenarios to assess the viability of
our business strategy and approach to managing climate-
related risk, including the potential for impact on our
financial results. We expect the approach taken to scenario
assessments, and tools and quality of the available data to
improve over time. Within this context, for the purposes of
this report we have used the guidance made available by
the Intergovernmental Panel on Climate Change (IPCC)
and the International Energy Agency (IEA) to develop
hypothetical scenarios based onthree possible outcomes.
The Group recognises that the impact of risks associated
with climate change occurring will vary based on the
scenario being assessed. For example, in a world where
little or no action is taken to mitigate climate change, we
may be exposed to higher physical risks due to the
increased severity and frequency of climate change-related
weather events, which may develop over the longer term.
Conversely, if immediate action is taken to reduce the
impacts of climate change, we may be less exposed to
physical risks, but more exposed to transition risks as we
are required to comply with new policies and potential
regulation, which we believe are more likely to impact
Trustpilot in the short or medium term.
>4°C
(no action)
2-3°C
(within current
statedpolicy)
<2°C
(1.5°C = Paris Agreement)
Under this scenario, there is inadequate
action to limit greenhouse gas emissions,
and modelling reflects a world where global
average temperature increases on a
trajectory towards (or above) 4°C by 2100.
This scenario is based on the current
trajectory of climate change, based
ontheexisting actions being taken.
“Paris Agreement”: Under this transition
scenario, there is sustained and coordinated
collective action, with emissions reductions
meeting the required levels to keep global
average temperature increases to below
1.5°C by 2100.
Strategy
TCFD recommendations Status
a. Describe the climate-related risks and opportunities
the organisation has identified overthe short,
medium and long term
b. Describe the impact of climate-related risks and
opportunities on the organisation’s business,
strategy and financial planning
c. Describe the resilience of the organisation’s strategy,
taking into consideration different climate-related
scenarios, including a 2°C orlower scenario
We operate in a low-carbon industry, however, we recognise
that we still have a role to play in the UK Government’s target
to become net zero by 2050. Supported by our ERM
framework, and the TCFD’s all sector guidance, we
undertook the following:
1. Climate change scenarios
2. Selection of time horizon
3. Risks and opportunities assessment
4. Board approval
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Short (0-3 years)
Medium (4-10 years)
Long (10+ years)
3
Risks and
opportunities
assessment
We conducted a qualitative assessment of our
climate-related risks and opportunities, identifying
both physical and transition risks and evaluating
their potential impact on the Group. This exercise
included considering the potential impact of
macroeconomic factors, i.e. GDP and carbon
pricing, underpinned by global temperature
changes and climate scenarios, against our
strategic goals.
Once the initial assessment was conducted, we
calibrated this against our ERM framework. This
involved reviewing the criteria used to define low,
medium and high impact within the context of our
climate-risk assessment. We have agreed that the
impact ratings are purely on a qualitative basis this
year and acknowledge that more work needs to be
done to integrate the climate-risk assessment with
our ERM framework.
The impact ratings for each risk/opportunity
identified in the qualitative risk assessment follow
the key outlined below, and were assigned by
considering the chance of the risk becoming
apparent within each of our chosen time horizons.
Inherent Risk Impact
Low Medium High
Our risks and opportunities assessment is shown
on the following pages (pages 57-59). We have
conducted a qualitative assessment of our
transition and physical risks as part of this
process, as well as an assessment of the
opportunities that arise in the short-term by
transitioning to a net zero economy.
TCFD continued
2
Selection of
time horizon
The Group considered the impact of climate-related risks
andopportunities in the short, medium and longterm:
We’re not in the business of manufacturing or distributing physical
products that put stress on our natural resources. For this reason, our
definition of short and long term may differ from that of more established
sectors whose carbon footprint may also be higher thanours.
We aligned our short-term timeline with our strategic planning process,
which addresses the expected commercial and financial performance
over the subsequent three years, and the accompanying expected
effects on cash flows and liquidity. Consistentwith this, we are also able to
use our mostmaterial risks in the short term aspartofour assessment
of viability.
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TCFD continued
Assuming that the world is taking immediate action on climate change, with a trajectory towards a Paris-aligned scenario, we believe that the transition risks we need to consider are
algined with our short-term time horizon. We have laid out some of the transition risks that we may need to consider below.
Transition risks Short-term
(0-3 years)
Medium-term
(4-10 years)
Long-term
(10+ years)
Policy and legal
As more steps are taken to decrease carbon emissions and limit global warming, new regulations could be introduced to require
Trustpilot to reduce its impact on the environment. An example of such climate-related regulation could be the Corporate
Sustainability Reporting Directive (CSRD), which is focused on organisations like Trustpilot that use colocation or cloud services.
The introduction of such regulation, and the failure to comply with it, could lead to increased operating costs, and the risk of
fines and other enforcement action.
Any failure to comply with climate-related regulations, or insufficient action in relation to reduction of carbon emissions, could
lead to litigation from stakeholders and/or activist groups, including class actions.
Failure to adequately reduce our emissions in line with the targets we set across Scope 1, 2 and 3 emissions, could result in a
carbon tax being applied as a financial penalty to enforce performance.
Technology
The development of emerging technology to support a lower-carbon economy is likely to require increased investment.
Thiscould result in higher costs through:
Higher energy costs associated with lower-carbon emission energy
Substituting existing technologies and processes for new lower-emission options
Investing in product features and initiatives to help reduce carbon emissions
Increased office-based costs to help lower emissions - waste removal, energy efficiency measures etc.
Introduction of carbon-based taxation on companies
Market
As attitudes continue to shift and expectations grow around businesses taking responsibility for reducing their impact on
theenvironment, Trustpilot could come under pressure to reduce its carbon emissions. Given we are a low-carbon, online
business, we don’t believe we will be exposed to such pressures. However, failure to reduce our carbon emissions could result
inreputational damage and loss of revenue through reduced demand if there is a perception that we do not take sufficient action.
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TCFD continued
Transition risks Short-term
(0-3 years)
Medium-term
(4-10 years)
Long-term
(10+ years)
Reputation
Increased concern and/or negativity from stakeholders in respect of Trustpilot's impact on the environment and/or lack of
focus on climate change in its products and services, especially as investor awareness and expectations/sentiment with
respect to climate change are incorporated into their investment decisions. This could have a negative impact on our share
price from reduced demand for shares from investors, and reputational damage from adverse media or stakeholder sentiment
around ourproducts and services.
Failing to achieve the public goal to set science-based targets could result in reputational damage from adverse media of
stakeholder sentiment around our products and services.
Conversely, based on guidance made available by the IPCC and IEA, taking no further action to combat climate change could result in a >4°C scenario by 2100. Therefore, the Group
believes this opens up greater physical risks over the long-term (10+ years) as the effects of climate change start to take shape.
Physical risks Short-term
(0-3 years)
Medium-term
(4-10 years)
Long-term
(10+ years)
Acute physical
An increase in severe weather events or natural disasters can result in disruptions to travel, damage to offices and general
disruption to our business. Such events could have a variety of impacts on our business. Disruptions to travel and damage to
our offices can lead to increased costs and a negative impact on our culture if employees are unable to access offices for a
sustained period of time.
An increase in natural disasters can impact the global supply chain, and subsequently sales revenues of businesses that use
our platform. Declining revenues for our business customers could result in them scaling back on marketing spend and, as
such, impact Trustpilot’s sales revenues and retention rates.
Chronic physical
Travel and supply chain resilience will be tested in the event of more regular changes in extreme weather patterns or rising
temperature and sea levels. The effects of climate change have the potential to be detrimental to the global economy, and
inturnhave a knock-on effect on Trustpilot’s future revenues, cost structure and insurance premiums.
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TCFD continued
Transitioning to a net zero economy provides new opportunities for Trustpilot that we can take advantage of primarily in the short term, under the assumption that immediate action is taken
on climate change. We are actively pursuing the opportunities identified under “resource efficiency” and “energy source” as they address our carbon emissions hotspots and form part of
our carbon emissions reductions plan.
Climate-related opportunities (0-3 years)
Resource efficiency
Given the need to reduce carbon emissions and that business travel is one of our main emissions hotspots, there is an opportunity to reduce high-carbon emitting travel and/or switch to alternative,
lower-carbon modes of transport.
Reduce office footprint and/or move to more energy-efficient buildings to reduce carbon emissions. We operate out of serviced offices, and will apply pressure where we can on our landlords to provide green
energysolutions.
Energy source
Investing in new lower-carbon emission technologies and pursuing a vendor procurement strategy to prefer vendors with commitments to reduce carbon emissions.
Trustpilot will be eligible to participate in the carbon market by purchasing carbon licences and engaging in other carbon offsetting initiatives.
Products and services
Potential to increase revenue and reputational benefits associated with embracing consumer and business sentiment towards reducing carbon emissions and building in climate-related initiatives into our
products and services.
We anticipate that immediate action will be taken to combat climate change, and as such, can take advantage of any public sector incentives to lower carbon emissions, such as grants and tax breaks.
Reputation
Trustpilot’s climate strategy can synergise with potential employee ethos for climate change, improving culture and employee morale.
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TCFD continued
4
Board
approval
Resilience of our strategy
As our climate-related risks and opportunities assessment
shows, operating in a low-carbon industry doesn’t fully
exempt Trustpilot from physical or transitional risks.
Conducting such an assessment enables Trustpilot to
build resilience.
To assess the materiality of our climate-related risks,
we used assumptions to model a scenario where the
perceived highest climate-related risks actually happened.
This scenario was included in our viability assessment and
aimed to illustrate and acknowledge the ongoing global
challenges in addressing the climate crisis.
We modelled a realistic short-term scenario that requires
transition to a net zero economy and a trajectory towards
reaching alignment with the Paris Agreement goal of
limiting global temperature increases to 1.5°C by year
2100. We modelled possible reputational impacts as
attitudes continue to shift among customers and
consumers, resulting in increased concern and negativity
from stakeholders if our efforts are considered inconsistent
with their expectations, and thus, reduced demand.
We also assessed the potential impacts of a slowdown in
global economic activity, modelling assumptions based on
a more challenging new business environment and greater
churn among our existing customers. More information on
the assumptions used for this scenario can be found within
the viability statement on pages 50-51.
Through reviewing the results of the climate-related
risk and opportunities assessment and the viability
assessment the Group determined that, based on the
assumptions used, none of the risks identified have a
significant enough impact to be recognised as a principal
risk. However, our intention is to keep the scenario
modelling under constant review and build on our climate
governance and strategy. The climate change steering
group will also monitor the evolution of the methodologies
and tools employed to help businesses assess the impact
of these risks and continue to develop our ability to
respond as necessary.
In this way, we intend to ensure that we continue to
enhance our ability to identify and measure climate-related
risks, enabling us to meet our commitments. In line with our
overarching ESG strategy this includes delivering a carbon
emissions reduction plan, which will help in setting and
achieving a science-based target that will meet the SBTi
criteria. In setting science-based targets, we are aligning
reduction targets with a 2°C or lower scenario. We have
determined that these actions are a sufficient response to
our highest market and reputational risks.
The modelling performed as part of the viability assessment
confirms that climate change is not considered a principal
risk to the business. This modelling has been approved
bythe Board, based on the recommendation of the
AuditCommittee.
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TCFD continued
Risk management
TCFD disclosure recommendations Status
a. Describe the organisation’s processes for
identifyingand addressing climate-related risks.
b. Describe the organisation’s process for managing
climate-related risks
c. Describe how processes for identifying, assessing,
and managing climate-related risks are integrated
intothe organisation’s overall risk management.
Our Board is responsible for setting the tone in relation to our
approach to risk, and guides our risk behaviours. The Board
ultimately sets expectations in relation to conduct, trust and
integrity, defines our risk appetite, approves material
decisions relating to our risk profile, and assesses potential
risks which may impact our strategy, reputation, operations
or business model.
Embedding climate issues into our
ERMframework
The Group’s overall approach to risk is set out in the “How we
manage risk” section on page 67. This year, we have started
our journey to integrate and manage our climate-related risks
through our ERM framework. Our climate-related risks that are
perceived to be the highest risk are captured in our annual
financial planning process, with scenarios being considered as
part of our viability assessment.
In 2022, we added a climate risk register to our ERM
framework. The climate change steering group used a variety
of sources to help with identification of potential climate-
related risks and opportunities, ranging from climate change
research papers and publications, to TCFD guidance on
climate-related risks and opportunities, such as the TCFD’s
All Sector Guidance (“Implementing the Recommendations
of the Task Force on Climate-related Financial Disclosures”).
The climate risk register was then validated by our Risk
function, and then contributions were made by our ELT
before approval by the Audit Committee.
After assessing these factors as they relate to our business
activities, we have determined that climate change is not
currently one of our principal risks. The Group’s ongoing
responses to the climate-related risks will be assessed as
part of the ERM framework.
Scenarios will also be reviewed annually as part of the ERM
framework to assess if the climate-related risk treatment
plans and the identified risks are still viable. This will be
updated and reflected within the climate risk register and
reported to the Audit Committee.
Metrics and targets
TCFD disclosure recommendations Status
a. Disclose the metrics used by the organisation to
assess climate-related risks and opportunities in
linewith its strategy and risk management process
b. Disclose Scope 1, Scope 2, and, if appropriate,
Scope 3 GHG emissions, and the related risks
c. Describe the targets used by the organisation to
manage climate-related risks and opportunities
andperformance against targets
*
* In 2023, we will analyse our emissions data to assess what targets we can set
to reduce our emissions in line with the SBTi methodology
Trustpilot uses a third-party enterprise climate platform,
provided by our new carbon reporting vendor, Watershed,
which allows us to access detailed information about our
carbon footprint and GHG emissions across Scope 1, 2 and
3. We measure and disclose our GHG emissions expressed
both as total emissions (tCO
2
e) and in terms of revenue
intensity (tCO
2
e reported per total $1,000,000 revenue). The
access to granular information about our emissions is a vital
part of our risk management process and also informs our
wider strategy decisions.
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Our GHG emissions
In 2022, we switched carbon reporting vendors to
Watershed, an industry specialist in carbon footprint
measurement, management, and reporting. Watershed
helped us to better define our Scope 3 carbon emissions and
reassessed our 2021 emissions, based on the same data.
Both Watershed, and our previous carbon reporting vendor
used the World Resources Institute GHG Protocol Corporate
Accounting and Reporting Standard, which provides a
standardised approach for presenting emissions. However, in
comparison with the 2021 footprint presented in our 2022
Sustainability report, the re-calculated footprint is lower. This
seeming discrepancy is caused by a greater degree of
granularity and accuracy being available through our new
vendor, including:
Collecting data for goods and services suppliers from
individual suppliers, enabling them to use some supplier-
specific emissions factors, and where not possible,
to get more specific with industry average estimates.
Calculating the carbon emissions resulting from
businesses and consumers using Trustpilot’s platform in
greater detail than before, using actual Trustpilot usage
data and specific power intensities of regional grids
around the world.
This increased accuracy was the reason we chose to change
carbon reporting vendors. We are confident that both of the
carbon footprints presented in this report, including the
recalculated footprint for 2021, represent a fair and accurate
calculation of our environmental impact, and we will continue
to report our emissions with consistency and transparency.
We have included our updated 2021 and 2022 carbon
footprint data.
Environment
GHG Category
2022 Emissions
(tCO
2
e)
2021 Emissions
(tCO
2
e) Description
1.0 – Direct emissions 84 76 Refrigerant and natural gas usage
2.0 – Purchased electricity
steam, heat and cooling
619 409 Mostly comprised of electricity usage with some heating usage
3.1 – Purchased goods and
services
3,468 2,969 Various operating expenses such as consultants, IT, insurance, office
supplies, events, training, food and beverages, and advertising
3.2 – Capital goods 1,080 55 Furniture and fixture purchases for offices
3.3 – Fuel and energy-related
activities
191 127 Activities directly related to well-to-tank including electricity, natural
gas and oil
3.5 – Waste in generated
operations
70 21 General waste and recycling
3.6 – Business travel 1,124 426 Costs related to air travel, trains, hotels, taxi/rideshare services, meals
while travelling and car mileage
3.7 – Employee commuting 658 445 Commuting measurements with respect to travel via car and public
transit as well as work-from-home related emissions
3.8 – Upstream leased assets 4 1 Office-related usage in short-term leased offices
3.11 – Use of sold products 79 104 Usage of our website and mobile app
Total 7,377 4,633
GHG Scope
2022 Emissions
(tCO
2
e)
2021 Emissions
(tCO
2
e)
Scope 1 84 76
Scope 2 619 409
Scope 3 6,674 4,148
Total 7,377 4,633
Carbon intensity ratio*
2021 tCO
2
e/Revenue 35
2022 tCO
2
e/Revenue 50
* tCO
2
e reported per total $1,000,000 revenue (Scope 1, 2, 3)
(tCO
2
e/revenue)
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Environment continued
All relevant Scope 1 and 2 activities and Scope 3 categories have been considered in our
carbon footprint analysis. The operational boundaries were set to include analysis of building-
related activities such as air-conditioning, heating and electricity, water usage and waste
production, and business travel by aeroplane and train as well as hotel stays. Employee
commuting, food, procured goods and services, and server and software usage were also
within the scope of this analysis. Please note that seven of the Scope 3 categories were
excluded as they do not apply to Trustpilot: Scope 3.4, 3.9, 3.10 are relevant to businesses
that sell goods and require shipping of materials and products; Scope 3.12 is related to
capturing the waste generated by a tangible product sold by a company; Scope 3.13 captures
emissions related to assets a business receives money for (ie lease); Scope 3.14 is related to
franchises; Scope 3.15 is the scope related emission from the share of investments on a company
from which you have some extent of operational control over or that they get benefits from.
Greenhouse gas emissions – Streamlined Energy and Carbon
Reporting(SECR)
In accordance with the disclosure requirements for listed companies under the Companies
Act of 2006, the table below shows the Group’s SECR disclosure across Scope 1, 2 and 3
together with our total energy use of gas, electricity and other fuels during the financial year.
2022 2021
Energy consumption Unit UK
Global
(excl UK) UK
Global
(excl UK)
Energy consumption used to calculate
emissions (Scope 1 and 2)
kWh 492 ,178 1,497,143 257,474 1,206,236
Emissions from sources which are
ownedorcontrolled by the Company
includingcombustion of fuel for transport
and operation of facilities (Scope 1)
tonnes
CO
2
e
36.9
44%
47.5
56%
24.1
32%
52.3
68%
Emissions from purchased electricity,
heat,steam, and cooling (Scope 2,
location-based)
tonnes
CO
2
e
65.9
19%
272.7
81%
36.1
18%
161.7
82%
Total tonnes
CO
2
e
102.8 320.2 60.2 214.0
Intensity ratios
tonnes CO
2
e per USD million of revenue 2.15 1.63
tonnes CO
2
e per employee 0.47 0.36
Streamlined Energy and Carbon Reporting(SECR) Methodology
Emissions were calculated following the GHG Reporting Protocol (Corporate Standard) using
the Watershed platform. Energy usage data was collected or estimated based on building
square-footage for all facilities, and was combined with emissions factors from the US EPA,
Ecoinvent, TCR and other data sources to calculate GHG emissions. Electricity emissions
factors are chosen based on geography to reflect the emissions intensities of the facilities’ local
grid.
Increases from 2021 to 2022
We saw an increase in our carbon emissions from 2021 to 2022. There are three main
reasonsfor this:
New offices – In 2022, we moved to a new office in New York, and also had build-outs in
the UK and Melbourne. The increased emissions stem mainly from buying new furniture
and fixtures for offices and home offices.
Travel and commuting – 2022 saw a return to pre-pandemic levels of business travel as well
as employees coming to the office on a more consistent basis, which led to higher utility
and commuting-related emissions.
Increased marketing spend – We ran a brand campaign in Italy in the second half of 2022,
and also saw an increase in business as usual marketing spend, causing increased
indirectemissions.
No two years of doing business are the same, and whilst we do not have any more major
office build-outs planned in the near future, we can look at the factors that underpin this
increase to try and identify the changes we can make in the way we operate, regardless of
outside factors like pandemics, or fluctuations like campaigns and new offices. We believe that
by identifying our emissions hotspots and acting on them, we can turn our trajectory around
and achieve steady, measurable carbon reduction progress over time. In 2022, we started to
utilise our emissions data to address climate-related risks and opportunities. Using our carbon
footprint data for 2021 and 2022, we have identified our top three emissions hotspots and
have created a high-level carbon reductions plan. Building on the detailed knowledge from both
sets of carbon footprint data, we will spend 2023 turning this high-level plan into a detailed
roadmap to carbon reduction, which in turn will allow us to further analyse our risks and
opportunities, as well as set science-based emissions targets. We believe that the action we
take in tackling our emissions hotspots and setting a science-based target will appropriately
address the highest risks identified in the climate risk assessment. All other risks will be
managed through ourERMframework.
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Environment continued
Trustpilot’s emissions hotspots based onour2021and2022carbonfootprints:
Category
Emissions
hotspots
High-level plan for
carbonreduction
Scope 2 Use of non-
renewable
energy inoffices
In 2023 and going forward, we will continue to develop our
sustainable procurement efforts. We have started a cross-
functional project dedicated to this work and the changes
that need to be made.
We are investigating how to expand the use of green energy
wherever possible. In 2022, two of our offices ran on
renewable energy, and in 2023 we will begin talks with our
other landlords and vendors in relation to this.
Scope 3 Purchased
goods and
services
(supplychain)
We have started a cross-functional project focusing on
theways in which we can reduce our indirect emissions
through sustainable procurement. Options include upgrading
sustainability criteria in procurement decisions, and working
with suppliers who have emissions reduction goals of
theirown.
The SBTi offers several different methodologies for setting
Scope 3 reduction targets, including ones based on GHG
emissions by per cent, or as supplier engagement targets.
Part ofour reduction planning efforts will be finding out which
methodology makes the most sense for Trustpilot.
Scope 3 Business travel,
especially flights
Reducing business flights is another area where we will
make changes long-term to contribute to our Scope 3
carbon reduction targets. This will include policy changes
on sustainability and travel.
We are also increasing our flexibility when it comes to
physical location. We have introduced a hybrid working
model, and aim to reduce business travel where possible,
making extensive use of video conferencing.
Setting a science-based emissions reduction target
We have also further defined our climate objectives by working towards setting a science-
based emissions reduction target or targets in line with the global emissions trajectory
necessary to uphold the Paris Agreement goal of limiting global temperature increases to
1.5°C compared to pre-industrial levels. We will seek external validation of thistarget or
targets by the SBTi, the Science Based Targets initiative.
Trustpilot’s anticipated timeframe for the SBTi validation process is as follows:
SBTi registration and submission of an official letter of intent was completed in
February2023.
In 2023, we will progress our current high-level reduction plan into a more granular
emissions reduction plan, based on the combined knowledge from our footprints for
2021and 2022. This emissions reduction plan will form the basis for the science-based
near-term target or targets we will submit to the SBTi.
We will present our target or targets to the SBTi for official validation during H1 2024.
Once validated by the SBTi, we will announce our target and inform our stakeholders.
We will continue to report Company-wide Scope 1, 2 and 3 emissions, YoY
developmentand progress against our target or targets, in our annual report
andannualsustainability report.
Next steps
Urgent climate action is needed across all industry sectors, including ours. At Trustpilot,
we are committed to doing our part in mitigating the global climate crisis by setting and
reporting on science-based emissions reduction targets. Trustpilot is still in the starting
phase of the process of setting and reporting on emissions reduction targets. We also
recognise that our emissions have increased, as shown by the development from the
2021 to the 2022 carbon footprint. Our priority in 2023 is to analyse our emissions data
and understand our current reality and trajectory, using our findings to help with setting
a science-based target that canbe validated by the SBTi.
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Risk management
At Trustpilot, we want to adopt
arobust approach to risk to
ensure we achieve our mission
tobe the most trusted and most
used online reviews platform,
andgrow our business in a
sustainable way.
Managing our risks effectively
Like all businesses, we face a number of risks and
uncertainties. Successful management of existing and
emerging risks is critical to the achievement of our strategic
objectives and long-term success. At Trustpilot, we want to
adopt a robust approach to risk to ensure we achieve our
mission to be the most trusted and most used online reviews
platform, and grow our business in a sustainable way.
It’s also important to us that we establish a culture that
adopts a risk-based approach to the delivery of our strategic
goals. In 2022, we worked with leadership, and throughout
the business, to develop an understanding of our principal
risks and to ensure we have appropriate controls to manage
these risks. We have strengthened our internal control
framework and have a good understanding of our key risks
across our functional areas. Please refer to the “Our year in
review” and “Looking ahead - our focus in 2023” sections on
page 69 for more information on what we have accomplished
to date and the work we’re doing around continuous
improvement of our ERM framework.
Who is responsible for risk?
The Board has collective responsibility for determining the
Group’s risk management framework and is supported in
performing its duties by the Audit Committee. The ERM
framework, the Group’s risk culture, its governance structure
and internal controls together give the Board assurance that
risks are being appropriately identified and managed in line
with its risk appetite.
The Board ultimately sets expectations in relation to conduct,
trust and integrity, defines our risk appetite, approves
material decisions relating to our risk profile, and assesses
potential risks which may impact our strategy, reputation,
operations or business model.
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Risk management continued
As mentioned on page 65, the Board is supported by our
Audit Committee which is responsible for reviewing, reporting
and managing risk. The Audit Committee reviews our internal
controls and risk management systems, and is accountable
for the review, maintenance and updating of our risk register.
The Audit Committee reports to our Board on matters within
its duties and responsibilities.
Operational management of risk is the responsibility of our
ELT which reports to the Audit Committee and the Board.
On a day-to-day basis, our dedicated Risk function is
responsible for compliance leadership, promoting a risk-
conscious culture across all levels of the organisation, and
providing the necessary guidance to identify, evaluate and
mitigate the risks which could endanger the achievement of
Trustpilot’s strategic objectives. The Risk function executes
our ERM process and acts as gatekeepers of the Risk Policy,
which is approved by the Board. The practical components
of the policy are outlined in a detailed Risk Management
Procedure, which guides the business to implementing risk
management on a day-to-day basis. This procedure provides
guidance for various risk assessments to be conducted
across the organisation.
The Risk function is supported in carrying out its duties
by the ERM framework. We aim to set clear guidelines
for managing risks throughout the organisation by using
common language, and ensuring appropriate ownership,
management and control. On a day-to-day basis, we
consider all of our Trusties to be risk managers and take
an active role in embedding a risk-conscious culture
throughout the organisation.
We use our risk framework to drive an integrated and owned approach to risk through the culture of the entire organisation,
supported by the three lines of defence:
This approach, together with the Group’s risk culture, its governance structure and internal controls, give the Board assurance
that risks are being appropriately identified and managed.
Board of Directors
Audit Committee
Executive Leadership Team
Steers delivery against out strategic objectives and oversees our business functions.
1st Line of Defence
All Trusties have a responsibility to manage
day-to-day risk in their own areas, and are
guided by Group policies and procedures.
Function heads, and ultimately the
responsible member of the ELT, ensure
that risks are managed, maintained,
reviewed and actioned in accordance with
the policies that guide them.
2nd Line of Defence
Provides independent review and
challenge to business functions, as well as
guidance and advice on the
implementation and operation of internal
controls. This is managed and overseen by
our Risk function. Oversight of the control
environment is managed within our
governance, risk and compliance
system, which fosters an integrated and
unified approach to managing risk
across the business.
3rd Line of Defence
Provides independent assurance on the
effectiveness of our internal controls and
that risk is being appropriately managed.
This is overseen by Internal Audit, and
reported to the Audit Committee.
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We want to build a culture across the organisation that
considers risk when conducting new and existing activities.
Facilitated by the Risk function, a five-step process has been
developed to identify, monitor and manage the risks to which
the Group is exposed. This is supported by our Risk
Management Procedure – a document that has been prepared
to support business stakeholders through the ERM process.
This methodology is used by all Trusties and provides
clear guidelines on effective decision-making through a
risk-based approach.
Risk management continued
Risk
management
cycle
5
5 1
2
3
4
1
2
3
4
Identify risk landscape
As part of our risk identification,
we record both current and
emerging risks that could prohibit,
hinder or restrict the achievement
of our strategic objectives.
Evaluate risk response
Once we have identified and
scored our risks we decide
how we will manage the risk.
Mitigate risks
We work with business
stakeholders to put in place
activities to reduce the
impact and/or likelihood of
the risk occurring.
We call the activities that help us
reduce the risk, mitigants; these
can be in the form of processes,
policies or structured controls that
are performed on a regular basis.
Monitor and report
The activity of monitoring and
reviewing our risks is an
ongoing process aimed at
continuous improvement.
Assess risk impact and
likelihood
Once risks are identified we need
to assess the level of risk to which
Trustpilot is exposed. To do this
we consider the following factors:
The likelihood of the
riskmaterialising.
The impact on Trustpilot if
therisk were to materialise.
How we manage risk
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Averse NeutralCautious Flexible Open
The Board has considered the nature and extent of the principal risks Trustpilot currently
faces, and the maximum level of risk we are willing to take in pursuit of our strategic
objectives. This helps us to apply a consistent yet flexible approach to risk across the whole
organisation, so we can ensure that we are not exposing Trustpilot to more risk than it is
comfortable with. Trustpilot uses the following scale to define risk appetite:
Risk management continued
How we define our risk appetite
Collaboration
Whilst maintaining the required independence, Internal Audit and Risk continue to work in close
collaboration in order to provide effective oversight of, and guidance to, first-line functions.
Using the enterprise risk assessment, Internal Audit and Risk scope and align their respective audit and risk plans
to review identified areas of high risk for the business whilst ensuring that the business has the right support and
guidance to address any findings. This collaborative approach helps to enhance the profile of Internal Audit and Risk
throughout the organisation as well as the risk culture and cooperation in the first-line functions.
Some of the engagements completed by Internal Audit and Risk are outlined in the “Our year in review” section.
Tendency to avoid risk. Preference
of a sure outcome.
Comfortable with taking risk with
good reason, based on analysis of
risk vs reward.
80/20 approach. Calculated, with a
very attractive risk-reward ratio.
Risk seeking. Willing to take
calculated risks and respond to the
impact of the risk materialising.
Maximises the chances of return
and will tolerate the risk involved.
In 2022, the Risk function facilitated a workshop with the Board that was dedicated to
defining our risk appetite across our principal risks. The timing of this workshop was
aligned to the Board’s review of our strategy. We are on a journey of implementing a risk
culture across the organisation and, in 2023, we will continue to operationalise our risk
appetite across the organisation.
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Risk management continued
Our year in review
In 2022, we further enhanced our ERM framework, and
initiated a series of risk workshops across different functions
and markets to review our principal risks. We placed
particular focus on building a risk-aware culture across the
organisation, while defining clear ownership and tone at the
topin relation to our principal risks. Some highlights are
includedbelow:
Working with our ELT, we identified a series of stakeholders
across the business functions that can help us on our
journey to integrate and embed a risk culture. These
stakeholders are our main points of contact and
considered to be subject matter experts in their functions.
They will be guided by our Risk Management policy and
Risk Management procedure. These documents provide
support and guidance on the risk management process
and represent a key milestone as we mature the risk
culture throughout the organisation.
Internal Audit and Risk conducted a comprehensive
review of our Enterprise Risk Assessment (ERA), facilitated
through a series of risk workshops, interviews and
consulting engagements to identify our current, emerging
and principal risks. Outputs were reflected in principal and
functional risk registers and delivered to the ELT, Audit
Committee and Board.
We facilitated a discussion of the Group’s risk appetite
across our principal risks. This includes the development of
our risk appetite framework and will assist in building a
risk culture as we operationalise risk appetite through
the organisation.
We continued to improve awareness and reporting on
our whistleblowing procedures, as well as reviewing our
Speaking Up policy. For example, we conducted an
exercise to raise awareness around reporting through
Vault; we introduced a banner on our corporate intranet
linking to a resource on how to speak up; and reviewed
our Speaking Up policy.
We rolled out a policy management framework across the
organisation. This serves to strengthen our internal control
environment through setting expectations, providing
direction and enhancing transparency. Having this
framework in place will help with accountability and
ensure our core policies that guide our business are
regularly reviewed.
With the help of external consultants, we reviewed and
updated our internal controls over financial reporting, and
established a road map for the monitoring and oversight
of these controls within our governance, risk and
compliance system. This further strengthened our internal
control environment and provides assurance over the
reliability of our financial statements.
Across the leadership team, we collaborated on defining
what high performance looks like at Trustpilot, establishing
minimum standards, and building on our ethics and
compliance framework with a series of mandatory training
for all Trusties. We plan to roll this out in 2023.
We established a climate change steering group and
performed our inaugural assessment of climate-related
risks during the year (refer to TCFD section on pages
52-64). Going forward, climate-related risk management
will be integrated into the Group’s overall risk
management framework.
Looking ahead – our focus in 2023
Our approach to risk is built for the needs of our business
and we want to continue to support the business in building
our risk culture in 2023.
The current macroeconomic environment, as well as the
developing requirements around climate change, will no
doubt present risks and opportunities. We are committed to
applying even more rigour to our ERM framework, and
continue to adopt a collaborative approach to assessing and
managing risks that may arise.
Continuous improvement is at the core of our approach as
we look to further mature our internal controls over financial
reporting, along with our ethics and compliance framework.
This will involve continued collaboration with our Finance and
People teams, and we look forward to levelling up the
organisation’s approach to, and oversight of, internal controls.
Additionally, the annual review of the effectiveness of the
systems of risk management and internal control identified
opportunities for improvement in the IT general controls. In
collaboration with Risk, the IT team presented an action plan
for the Audit Committee involving a new model for the
ownership of IT systems and controls, additional resourcing,
and a timeline for deliverables during 2023. Risk will continue
to work with the IT team, provide oversight of implementation,
and report progress to the Audit Committee.
Finally, in light of the recent closure of Silicon Valley Bank
(SVB) on 10 March 2023, the Group intend to review our
approach to treasury management, including diversifying our
banking partners to mitigate future risks.
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Risk management continued
Our principal risks and uncertainties
We continually identify, review and manage existing and
emerging risks that threaten our business model, performance
or liquidity. In 2022, we discussed our prinicipal risks during
our Board’s review of our strategy. We spoke about new
andemerging risks in the current climate, any changes to
existingrisks, our risk appetite and how we respond to
ourprincipalrisks.
Macroeconomic environment
At present, there is an increased level of macroeconomic
uncertainty, such as inflationary pressures and rising interest
rates not seen for a number of decades. These pressures are
beginning to show initial signs of impact on household
finances, local businesses and an increase in our own
operational costs. This uncertainty is further exacerbated by
Russia’s invasion of Ukraine and an increasingly volatile
geo-political landscape. We are actively monitoring the
uncertain long-term outlook and continue to put contingency
measures in place to manage these risks. As such, we have
included this as a new principal risk to the business for 2023.
As outlined in the principal risks, we acted early by making
changes to how we operate, with the aim of gearing us through
the unpredictable macroeconomic environment. We feel we are
well positioned for success as a result of our prudent approach
and continue to monitor the situation closely.
Having carried out a robust assessment of our emerging
andprincipal risks, the Board has identified the following
principalrisks and uncertainties. This includes a summary
ofkey information including links to our strategic focus
areas,risk movement and how we respond.
We have agreed how we respond to these risks with business stakeholders. Control of each of the principal risks is critical to
the ongoing success of the business. As such, the responsibility and management of the risks are assigned to an executive
sponsor. Additional risks and uncertainties for the Group, including those that are not currently known or are not considered
material, may individually or cumulatively also have a material effect on the Group’s business, results of operations and/or
financial condition. We also highlight principal risks that are included in our long-term viability scenarios (see page 50).
Risk Link to strategy Risk trend Executive sponsor Executive sponsor role
Commitment to trust and transparency*
1 2
3
Carolyn Jameson Chief Trust Officer
Misuse of platform*
1 3
Carolyn Jameson Chief Trust Officer
Changing and varied regulatory landscape*
1
Carolyn Jameson Chief Trust Officer
Litigation and disputes*
1
Carolyn Jameson Chief Trust Officer
Failure to innovate
1 2
Ben Lavender Chief Product Officer
Reliance on search engine relationships
1 2
Ben Lavender
Alicia Skubick
Chief Product Officer
Chief Marketing Officer
Competitive environment
1 2
Tim Hilpert
Mieke De Schepper
Chief Operating Officer
Chief Commercial Officer
Macroeconomic environment*
1 2
NEW
Hanno Damm Chief Finance Officer
Privacy & security
1
Carolyn Jameson
Selim Dogguy
Chief Trust Officer
Chief Technology Officer
People and culture
1
Donna Murray Vilhelsen Chief People Officer
1
Healthy growth
2
Win in the US
3
Consumer experience we’re proud of
* Risks marked with this symbol signify that they have been considered in our viability assessment
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Risk management continued
Commitment to trust and transparency
Primary risk category: Reputational Risk appetite: Averse
Why this matters to us Key responses
Our brand and reputation for trust are of
paramount importance. Our platform is open
to businesses and consumers. Any failure to
maintain a consistently high level of
confidence in our commitment to trust and
transparency, or a public perception that
content on our platform is fake or misleading,
could adversely affect our reputation with
businesses and consumers.
We also recognise that a poor consumer
experience on the platform can have a negative
impact on consumer trust and our reputation.
Any degradation of trust in our platform could
lead to a reduction in the number of consumers
using our platform, the number of businesses
subscribing to our services and, consequently,
a decrease in revenue.
We continue to invest in best-in-class technology and people to further improve
the trust and transparency of our platform. This includes fraud detection software
that utilises machine learning and artificial intelligence, and the creation of a
development team dedicated to trust and transparency.
We have comprehensive policies and procedures designed to ensure that we
only work with companies that align with our ethical values, including our Code
of Ethics and Bad Fit Policy. These policies require that employees, customers,
suppliers and consumers are committed to integrity, trust and transparency.
The experience of users of our platform, along with our fight against those
misusing the platform are of paramount importance to us. As such we have
dispute resolution processes for those that are unhappy with a decision we
have made.
We delay reviews that are posted on the site by up to two hours. The delay
between submitting and posting a review improves our ability to identify fake
reviews before they become visible to consumers and businesses. Since
launch, more than a third of reviews were detected and filtered before being
seen by any consumers.
We deployed new automated systems to detect fake reviews and misleading
content. Technical improvements and innovation mean these new systems
detect fake reviews more quickly and with greater accuracy. In combination with
delaying posting of reviews, fewer reviews we suspect to be fake are displayed
on the platform, reducing the impact on consumers and businesses. This has
resulted in a reduction in the number of reviews reported by business and
consumers.
In the first quarter of 2022, we launched a new rule-based detection and
filtering model to detect and action suspicious review patterns that evade our
automated detection engines. This system allows us to quickly deploy rules to
adapt to attempts to evade our automated systems. More than 10 per cent
ofthe fake and misleading reviews detected in 2022 were identified using
thistechnology.
Also in the first quarter of 2022, we released automated regulatory notifications,
to alert consumers to Trustpilot profiles of businesses subject to regulatory
scrutiny in the financial services industry. This technology scans regulatory
notifications and applies consumer alerts to the profiles on our platform,
providing consumers with links to additional information about businesses.
In2022, we applied around 1,700 automated regulatory notifications to
Trustpilotprofiles.
We responded to the rising consumer risk posed by high-risk investments in
the cryptocurrency industry and an increase in attempts to defraud consumers.
Cryptocurrency business profiles on Trustpilot now contain a prominent
consumer alert directing consumers to further information to better inform
their decision-making. We placed around 2,000 of these alerts in 2022.
We engage governments, elected representatives and regulators in policy
discussions on trust and transparency to assist in external policymaking
in this space, as well as to inform our own approach to best practice.
We have taken part in, and supported, cooperation at an industry level to
advance trust and transparency in the online review space.
As part of our role as a trust champion, we published a new report The Cost
of Living: A growing crisis in consumer confidence?. This draws on Trustpilot’s
extensive consumer review data about UK businesses and a UK-wide survey to
analyse how people’s perceptions have changed since October 2021, focusing
on sectors particularly pertinent to the cost of living. The report makes a set of
recommendations to the governments and businesses to rebuild trust in
business following a shift in consumer sentiment during the crisis.
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Decreased
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Risk management continued
Misuse of platform
Primary risk category: Reputational Risk appetite: Averse
Why this matters to us Key responses
Our terms of use and platform guidelines
prohibit businesses and consumers from
using our platform to post illegal or harmful
content, engage in illegal activities or make
improper use of the platform.
Externally, there is increasing interest and
scrutiny over the veracity and misuse of
online reviews. If our automated fraud
detection and enforcement actions are not
effective in identifying misuse, or do not keep
pace with the tactics of people deliberately
trying to circumvent them, then it could lead
to an increase in fake reviews on the site
which could undermine trust in the brand.
Our in-house Fraud & Investigations, and Content Integrity teams are dedicated to protecting the integrity of our platform, detecting and taking enforcement action
against misuse. These teams are supported by our expanding Legal, Engineering and Data Science teams, and together their scope of responsibilities look at
improving the integrity of the platform and content, improvements to our automated systems, scaling our operations, and detecting and taking action against
misuse on the platform.
In 2022, we removed 2.6m fake reviews from the platform, 68 per cent of which were detected by our automated software.
We increased the number of enforcement actions against misuse of the platform in 2022. We issued 4,895 cease and desist letters, an increase of 180 per cent YoY.
This was partly as a result of the automation of processes and the improvement in our ability to detect review seller activity on the platform and link this back to the
minority of businesses attempting to purchase reviews to mislead consumers.
The increase in enforcement action contributed to a YoY increase in the number of consumer warnings placed on business profiles to 3,257, up 114.7 perc ent YoY.
We also continued to take action to block consumer profiles linked with misuse of the platform. This included blocking more than 365K profiles linked to suspected
review seller accounts.
Changing and varied regulatory landscape
Primary risk category: Compliance Risk appetite: Cautious
Why this matters to us Key responses
The online reviews space is comparatively
new and regulation is in its infancy. Increasing
scrutiny on the technology and online sector
is leading to the development of legal and
regulatory regimes, in particular across the
UK, EU and US.
Non-compliance with changes in regulatory
regimes could result in reputational damage,
fines and other enforcement action, or an
increase in action brought against Trustpilot
by businesses.
The Public Affairs team conducts ongoing horizon scanning of the external landscape. This enables us to identify policy and legislative initiatives which are of
relevance to Trustpilot. For such topics, engagement with relevant policymakers is then undertaken, alongside preparing the organisation for any necessary changes.
We regularly engage with regulators and policymakers in the UK, EU and US, building a dialogue on key policy areas, and inputting into policy and legislation.
Internal processes and strong collaboration between Legal and Product teams ensure that any legal and regulatory changes that affect our platform are prioritised
as part of the product planning cycle.
In May 2022, changes were made to our product to help businesses meet the requirements of the EU’s Omnibus Directive, including adding a ‘verified’ label to
product review widgets and providing additional information to consumers about how businesses can collect reviews via Trustpilot. In a similar vein, the Company
is also making adaptations in light of the incoming EU Digital Services Act.
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Decreased
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Risk management continued
Litigation and disputes
Primary risk category: Reputational Risk appetite: Cautious
Why this matters to us Key responses
Due to the nature of our business, and being
a platform that hosts user-generated content,
we may be subject to litigation and other
legal proceedings involving defamation, libel,
consumer protection, intellectual property,
commercial disputes and other matters.
We may also be associated with disputes
between businesses and consumers, even
where we are not a party to the dispute. An
example of this could be disputes relating to
the content of a review.
Such exposure could cause significant
reputational damage and compromise our
ability to grow.
We have a dedicated Litigation team which is responsible for handling any
claims, litigation or other proceedings when issued against Trustpilot, using
external counsel where necessary for jurisdiction-specific advice. This team
is empowered to identify pragmatic and commercial resolutions to resolve
disputes, and actively avoids the need for unnecessary litigation,
whereappropriate.
Our Litigation team works closely with other teams across the business,
including our Content Integrity team to deliver training and guidance on
the early identification of problematic cases and issues to mitigate risk
and ensure early escalation to the Litigation team.
As set out in the 2021 report, the complaint filed in the United States District
Court for the Southern District of New York against Trustpilot Inc and
Trustpilot A/S relating to Trustpilot’s customer renewal practices has come
to a conclusion. In June 2022 the Second Circuit Court of Appeal decisively
dismissed the class action claim brought against Trustpilot with no further
rights to appeal.
In 2022, we took our first steps into proactive litigation. We issued six court
claims in England against bad actors who had been buying or procuring fake
reviews for their Trustpilot profiles. The defendants all operate in high-trust
markets, for example, healthcare, visa and immigration services, and disability
access; and as such, there was a real risk that vulnerable consumers may be
misled. Although we had already removed the reviews from the platform and
had taken enforcement action against the businesses, the misuse persisted and
we needed to take escalated action. The high profile nature associated with
cases of this type sends a strong deterrent message to all bad actors that
Trustpilot will not tolerate platform abuse. The team will continue to pursue claims
against bad actors to protect the integrity of the platform.
We’re engaging with other platforms at an industry level to identify and take
action against fake reviews and review sellers in a more timely and streamlined
way. All of this improves our ability to tackle review sellers and those that post
fake reviews, at the source, and not only screen out fake reviews, but also avoid
sellers writing reviews that might reach the Trustpilot platform.
Risk Key:
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Decreased
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Risk management continued
Failure to innovate
Primary risk category: Operational Risk appetite: Neutral
Why this matters to us Key responses
Failure to develop new technologies or
products and services, or adapt to consumer
or market trends, such as
an increasing demand for trust, or
developments relating to security and
authenticity of reviews,
could adversely impact our ability to attract
businesses and consumers to our platform
and/or grow revenue.
We conducted consumer research that helps us understand who our
consumers are demographically and attitudinally, and the role that Trustpilot
plays in their lives. This is helping us refine and improve our insights about
consumers across the business and will enhance our ability to develop the
brand and product based on the requirements of key consumer audiences.
To further highlight trust in our reviews and distinguish our content from
competitors, in February 2022, we launched a consumer verification tool as
part of continued efforts to protect and promote trust online, and help
consumers shop with confidence. Consumer verification is available on the
Trustpilot platform on an opt-in basis, and requires reviewers to safely and
securely share a copy of their government-issued photo ID, as well as take a
selfie which is checked by an independent third party. Crucially, consumers
retain the option to keep their identity, and any information used to verify
themselves, anonymous to both businesses and the public. Those successfully
verified receive a verified badge, reassuring other consumers and businesses
that the review is written by a real person. In 2022, more than 198K consumers
globally successfully verified their Trustpilot accounts, providing greater
confidence to our community that reviewers are genuine.
We actively seek out, and enter into, strategic partnerships that will allow us
to continue to grow and find new and innovative ways to reach consumers
and businesses.
In 2022, we revamped our Review Insights AddOn offering, which uses machine
learning to detect consumer sentiments, and our polyglot model can now
analyse every review left by consumers in every language. It can help our B2B
customers to gain a deeper understanding of how their customers perceive
them locally or globally, where there are areas of concern or delight, how trends
shift over time and how they fare in their competitive landscape. Businesses can
use these insights to make decisions for optimal growth, and improve
experiences that drive loyalty and delight new customers.
We conduct regular horizon scanning and monitoring of emerging trends, as well
as research into consumer behaviour.
Risk Key:
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Decreased
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Risk management continued
Reliance on search engine relationships
Primary risk category: Operational Risk appetite: Cautious
Why this matters to us Key responses
We rely on third-party search engines to
enhance our products and services, and to
drive traffic for Trustpilot and our customers.
Growing our organic traffic can make
ourselves less reliant on search engines and
more resilient to changes made by search
engine providers.
We use search engine providers, pay-per-click
and display advertising on internet media to
drive traffic to our websites. If search engine
providers, such as Google, make changes to
its algorithms, or we make changes to the
product that inadvertently negatively affect
core elements of the product/business
proposition, it could affect our ability to attract
or retain customers and consumers.
We continuously review structured data on our consumer site and improve the
quality of content to increase the value and accuracy of how search engines
interpret our content.
In 2022, we reskinned our consumer website to increase engagement. We are
looking at ways to improve the consumer experience on our site and run
awareness campaigns with the goal of driving direct traffic.
In the fourth quarter of 2022, we released our iOS app to all English-speaking
markets. We believe that we can build an engaged cohort of native app
userswho:
Produce high-quality content that also drives SEO for web.
Start their journey on the Trustpilot app, thus diversifying our channel mix.
Enhance the consumer experience by leveraging the device’s native
capabilities such as camera, GPS and push/in-app notifications.
We plan to further release our iOS app to more markets through 2023.
We adapt to changing trends to stay on top of Search Engine Marketing
(SEM)best practices so our campaigns remain competitive and our
investmentprofitable.
We diversify our channel mix through earned, owned and paid strategies.
We place focus on our consumer experience through brand awareness
campaigns or customised campaigns, each with the goal of translating
to direct traffic.
We have refreshed the category experience over recent quarters so users find
them more meaningful and compelling. This includes refreshing designs, user
experience and default sort options. During 2023, we aim to continue to drive
visibility into categories by producing content focused on helping consumers
make better decisions.
We have invested in paid and owned channels, in addition to paid channels
such as content syndication, paid social and programmatic to balance our
channel mix.
We’re continuously improving our product features with the goal of adding value
for our customers and increasing conversion, reducing over reliance on
third-party enhancements.
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Decreased
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Competitive environment
Primary risk category: Financial Risk appetite: Flexible
Why this matters to us Key responses
The market for consumer reviews is evolving
and highly competitive. Our own continued
growth relies on our ability to maintain and grow
brand awareness among businesses and users.
In addition to this, competition could increase
in the future from established competitors and
new market entrants, including companies that
have their own internal ecosystem of reviews
such as Google and Amazon.
This could have an adverse impact on market
share, our ability to increase revenue and
maintain or increase contract renewals.
Through our proactive communications channels (such as our Transparency
report), we try to build a compelling narrative about who we are and what we do.
We have undertaken external market research that has helped us plan our
go-to-market strategy in the US. This included prioritising verticals and
identifying high-level requirements and expectations of those verticals.
Visibility promotes network effect growth. For example, use of Trustpilot in
online channels such as adverts, TrustBox impressions etc., offline channels
and TV advertising fuels brand awareness and recognition.
We continued to grow brand awareness and the importance of open-platform,
trusted reviews via consumer and business campaigns. This includes our
‘Helping Hands’ campaign launched in January 2022, reminding both
consumers and businesses to pause, take a moment, and have constructive
and useful conversations online. The campaign also focused on highlighting
the importance of open, public and constructive dialogue between businesses.
During the third quarter of 2022, we deployed a test brand campaign in the
Italian market. The hypothesis behind the test was that accelerating brand
awareness and affinity amongst consumers and businesses can drive virality
and ultimately healthy growth in a developing market. The campaign included
TV, Out Of Home (OOH) and digital media supported by social, PR and B2B lead
generation activity. By December 2022 the campaign had achieved a significant
uptick in brand awareness (+6 per cent) and site traffic (+25 per cent) and
increases in both free sign ups and requests for demos of the product from
prospects. During the first half of 2023 we will analyse the impact of the
campaign on sales revenue and retention.
Earlier in 2022, we moved to a more nuanced pricing structure that balances our
value presentation with the benefits most desired by the market.
Our freemium structure allows us to be open to all and gives us access to a wider
market, whilst minimising the barriers to businesses starting to work with us.
Macroeconomic environment
NEW
Primary risk category: Financial Risk appetite: Neutral
Why this matters to us Key responses
We are seeing significantly higher interest
rates globally and an increasing burden on
debt. Inflation is leading to cost pressures on
businesses. This not only impacts our costs,
but also our customers’ ability to purchase
Trustpilot as part of their cost base. This
additional scrutiny on spending decisions
could affect our ability to meet growth targets
in key markets.
We have re-focused our strategy and operating model to ensure we always have a “finger on the pulse” as we monitor developments both internally and externally.
Our teams and ways of working enable us to pivot quickly as needed.
Led by our Finance function, we have undertaken scenario analysis on the downside impact of a long recession. As such, we are well prepared to mitigate expenses
against potential negative impacts to our customer acquisition costs and retention rate.
We acted early by making changes to how we operate, with the aim of gearing us through the unpredictable macroeconomic environment. These changes include
restricting our discretionary spend and slowing down expansion of headcount. Additionally, we’ve created a 2023 budget plan focused on financial efficiency with
incremental investments contingent on commercial performance and a clear return on investment.
Risk management continued
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Privacy & Security
Primary risk category: Operational Risk appetite: Cautious
Why this matters to us Key responses
Substantial or ongoing security breaches or
other failures to comply with data privacy laws
on our platform could significantly harm our
reputation amongst consumers and businesses,
inhibiting consumers’ willingness to provide
reviews and/or businesses from providing their
customers’ personal data to Trustpilot.
This could result in a reduced demand for
our products and services, and a loss of
revenue, as well as potential fines or other
regulatory action.
We have a dedicated Security team split across multiple countries.
These teams are split into the following focus areas:
Security Operations – hunting for threats using our Incident and Event
Management Platform, managing incidents and any potential breaches and
working hand in hand with our IT Operations team on access control,
endpoint protection, starters/leavers process and overall company tooling
bestpractice.
Cloud Security – reducing risk in our Amazon Web Services (AWS) and
Google infrastructures, including auto-remediation of misconfigurations,
vulnerability management and data protection.
Application Security – which includes all of our testing activities such as
our external penetration testing, our public bug bounty scheme and our
internal penetration testing, scanning our code base for vulnerabilities and
overall vulnerability management across the software delivery lifecycle.
Third Party, Audit & Compliance – ensuring due diligence for vendor
onboarding and renewal, acting as support for our Commercial teams during
contract negotiations, and assisting with audit requirements as necessary.
We have a dedicated Privacy team that provides guidance and support on privacy
compliance, including with respect to all new regulatory and judicial developments
in applicable privacy laws globally. The team is involved in all new technology or
product developments involving personal data, helping to ensure that we are
factoring privacy considerations into everything we do from the outset.
We have an effective privacy governance structure in place that enables our Data
Protection Officer to independently monitor and report on our privacy compliance
posture to the highest levels of management via our Chief Trust Officer.
We have a number of policies in place to help prevent and handle security
breaches, and ensure compliance with privacy laws, including an Information
Security Policy, Data Incident Policy and a Data Protection Policy. A specific
incident policy is followed for security incidents and maintained and tracked.
All of our employees receive regular training on information security and data
protection.
Risk management continued
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Decreased
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People and culture
Primary risk category: People Risk appetite: Neutral
Why this matters to us Key responses
Our continued success depends upon our
ability to attract, recruit, retain and develop a
highly skilled workforce, particularly in the
fields of technology, data, product, systems
development, digital marketing and sales.
In addition to this, we recognise that preserving
our diverse, energetic, collaborative and
entrepreneurial culture, in a competitive
environment, is very important as we continue
to grow the business.
Failure to do so could negatively impact our
ability to develop new technologies, products
and services, execute our strategy and/or
reputation as an employer.
In 2022, we improved our hiring processes to ensure we give the best
experience to candidates, while embedding culture and values into our
recruitment. In 2023, we will launch our new employer brand approach,
aimed at attracting the right talent to power our success.
Our Talent Development and Sales Enablement teams have a focus on
developing individuals and leaders. Additionally, we provide ‘learning on
demand’ options for all Trusties through LinkedIn Learning and Blinkist.
In May 2022, we ran our first Leadership Summit for senior leaders. This was
the first time all of Trustpilot’s global leadership group were able to meet in
person. This led to:
Changes to our approach to performance management.
Appointment of a Culture Task Force made up of leaders across the
organisation who have worked to define minimum expectations around
value-led behaviours.
A strong focus on embedding a high-performance culture for all Trusties.
We are always reviewing and benchmarking the benefits packages that
we offer to Trusties across all markets that we operate in. We continue to
support employee wellbeing through Employee Assistance Programmes
(EAPs) and a subscription to Headspace.
Our speaking up platform, Vault, is available for Trusties to speak up confidently
and anonymously. Throughout the year we have undertaken a number of
important initiatives to raise awareness around our approach to speaking up.
In 2023, our Speaking Up Policy will be integrated into our annual mandatory
training for all Trusties.
Two paid volunteering days are available to all Trusties, demonstrating our
commitment to the Positively Human elements of our culture.
We moved our company All Hands from a quarterly cadence to a monthly
cadence. This helped to ensure stronger communication and created more
opportunities for Trusties to ask questions on the things that matter to them.
We launched our first DEI strategy which outlines our approach to achieving
our vision of a strong feeling of belonging for every Trustie. As part of our
DEI strategy:
We expanded our Employee Resource Groups (ERG) from three to seven
areas of focus with ELT sponsorship aligned to each.
We launched TrustSpace – a series focused on raising awareness of
differences and a space for learning new perspectives.
Enhanced our employee engagement survey to allow a better understanding
of how different groups experience life as Trusties.
Risk management continued
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Annual report 2022
Our identity and purpose
Trustpilot is where millions of consumers set the bar for trust
and hundreds of thousands of businesses earn it. Our
purpose is to help people and businesses help each other
— because when they do, people benefit, businesses benefit,
and tomorrow's society benefits too.
If we are successful, we shall have achieved our
vision of becoming a universal symbol of trust.
Trustpilot: Impact.
Promote trust online
Empower everyone
Partner for the planet
pg 90
pg 84
pg 82
Sustainability
Board responsibility, engagement, and oversight
We acknowledge that we have a responsibility to engage
with all our stakeholders, including broader society and the
environment, and are committed to operating with and
promoting sustainable business practices. It is clear to us
that acting responsibly as a business will help to ensure our
future success.
The Board prioritises oversight of ESG matters to constantly
ensure that we understand the issues that are considered
material by our stakeholders, the priority they attach to them,
the potential risks and impacts they pose to our business
and the impact that our activities may have on society.
Our ESG strategy
A year ago, we shared the results of the detailed materiality
assessment we had undertaken in 2021 to understand
the ESG issues that matter most to our stakeholders.
Subsequently, in 2022 we used this as a foundation to
implement our ESG strategy, which we call Trustpilot: Impact.
The strategy focuses on three key pillars — Promote Trust
Online, Empower Everyone and Partner for the Planet —
and provides us with a clear set of focus areas which we
intend to prioritise for action.
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Promote trust online
“Trust lies at the heart of our approach to
sustainability. If the content on Trustpilot
is not genuine and authentic, then it
diminishes the ability for consumers to use
reviews to make confident buying
decisions. It also minimises businesses’
ability to listen to, learn from and engage
with honest feedback.
Preventing attempts to manipulate consumers
through reviews and promoting trusted content
online is more important now than ever before. Our
work through 2022 has looked at improving the
efficiency and effectiveness of our automated
detection systems through technological advances,
stepping up our enforcement activities to underline our
commitment to trustworthy content, and enhancing
how consumers verify themselves on Trustpilot.
I believe that a safe and trustworthy online
environment is essential for consumers, businesses,
and communities to thrive. We want to make sure
future generations have access to spaces where
information can be trusted, and reliably acted upon.
By safeguarding trust online, and engaging with
challenging issues and topics, we can contribute to
making the world a better place for everyone.”
Anoop Joshi, VP Legal & Platform Integrity
Actions and impact
Stepping up enforcement through increased legal
action against those continually misusing reviews
Escalated legal action against review sellers
New measures to detect and prevent fake
reviews on our site, including a two-hour delay
Consumer Information Notices for high-risk
investments
A growing community of verified Trustpilot
reviewers
Continued investment in our Data security team
Ambitious commitment to staff training on ethics
and compliance
Creating a cohesive strategy for shared prosperity
Sustainability continued
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2.6m
Fake reviews removed in total
(FY21: 2.7m)
6%
Of the 46m new reviews posted
(FY21: 6%)
1.7m
Fake reviews removed automatically
(FY21: 1.8m)
-4%
Fewer reviews removed as our ability to
detect and deter misuse improves
831k
Fake reviews removed manually
(FY21: 876k)
1.9m
Automatically flagged reviews
(FY21: 1.8m)
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Promote trust online
Sustainability continued
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“Our Trusties come from a variety of
backgrounds — over fifty nationalities
across three continents. We value this
difference and diversity.
We are working hard to build an environment which
harnesses the positive energy and ideas of our
people as we shape our impact on the world around
us. We listen to our Trusties, supporting them,
developing them, and making sure we’re a place
where everyone feels a strong sense of belonging.
And we’re making progress.”
Jennie Barker, Global Head of People
and Organisational Growth
Actions and impact
Building capture of demographic data into our
employee engagement survey to understand
differences in experience
Continued commitment to wellbeing including paid
volunteering time and access to Headspace
Creating learning opportunities for all Trusties
through new development tools
Investing in our leaders to drive success though
launching the High Performance Way in 2023
Establishing a dedicated Diversity, Equity &
Inclusion team, and launching our first DE&I
strategy, policy and Board policy in 2022
Mandatory training for anti-harassment
to be rolled out in 2023
First Gender Pay Gap report published
in 2023
Upgrading our applicant tracking system in 2023
to track new data insights around diversity
Growing our Employee Resource Group
communities in 2023 – and adding new ones
Empower everyone
For more detail on our People & Culture see pg 85-91
Empower everyone
Highlights
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7.7
Overall Employee Engagement score*
8.0
DE&I score**
86%
Peakon participation*
rate in Q4 of 2022
504
Paid volunteering hours*** logged
by Trusties in 2022
9.2
Talenthub onboarding score
(FY21: 9.5)
42%
Proportion of female employees
(FY21: 43%)
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* In July 2022 we changed our survey cadence, moving the whole organization onto an aligned quarterly schedule, with the same questions. For that reason, we cannot compare our overall engagement score or participation rates from the year prior, since
the measures differ.
** We only started tracking or DE&I attributes in 2022, so no comparable data is available for the prior year.
*** We implemented our global volunteering policy in 2022, so no comparable data is available for the prior year.
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Partner for the planet
We strongly believe that the latest
scientific findings on climate change
should dictate what meaningful climate
action looks like.
This is why we are seeking to have our emissions
reductions targets validated as science-based by a
trusted third-party actor, the Science Based Target
initiative. I am happy to say that we have taken the
very first step on this journey by signing and sending
our official letter of commitment to the Science
Based Target initiative.”
Carolyn Jameson, Chief Trust Officer
Actions and impact
Upgrading our carbon measurement vendor
for improved precision
Two years of consistent emissions tracking
Committing to carbon reduction and building
our first emissions reduction plan
Committing to setting and reporting against an
externally validated science-based emissions
reduction target
Updating our procurement systems to
capture and use sustainability information
Establishing a dedicated Sustainable
procurement team to support carbon reduction
Partner for the planet
Sustainability continued
Highlights
3,468
Emissions stemming from Purchased
goods and services in 2022 (tCO
2
e)
(FY21: 2,966)
15%
% of our 2022 emissions
caused by travel
(FY21: 9%)
166%
Increase in emissions caused by
travel over the past 12 months
205
Number of new vendors
sustainability vetted in 2022
91%
% of Trustpilot’s emissions
fall under Scope 3
(FY21: 9%)
4
Number of our top 10 suppliers
who have committed to setting
climate goals of their own
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Whenever we
ask what makes
Trustpilot
special, the top
answer is
thepeople.
Our culture, our people.
At Trustpilot, we’re driven by connection. It’s at the heart
ofwhat we do. Our values are the glue that keeps us all
together.They guide how we behave, make decisions, and
communicate. Across the board we’re committed to living
ourfour values: we’re ‘Open to All’, we behave ‘Always with
Integrity’, we celebrate that we are all ‘Positively Human’,
andwe believe in the power of being ‘Collaborative’.
We’re connected to our purpose. Our work influences the
daily choices and real-world experiences of genuine
people, and we strongly believe that we are creating
trustonline.
We work across borders and cultures to be a tangible
symbol of trust in an ever-changing world. We’re the faces
behind the platform: elevating millions of voices online as
one global team. This purpose is a tall order, but we’re very
much down to earth.
At Trustpilot, we’re
driven by connection.
It’s at the heart of
what we do.
Our culture, our people
We connect our people to their potential. We know that
Trustpilot’s success is driven by our Trusties – a
hardworking and ambitious bunch, dedicated to our
mission. We give them the autonomy to go further, to
shape a career they can be proud of.
We’re connected to each other. Our teams are based
across three continents and represent over fifty
nationalities. We may be spread across the globe, but we
know a thing or two about building strong collaborative
relationships. We succeed through our positive collective
spirit and our unique character comes from the
relationships we build.
2022 was a challenging year for all of us. The cost of living
crisis has affected many of our Trusties, and as a company we
have done what we can to preserve as many jobs as possible.
We have done this by cutting back on discretionary spending,
such as travel, and by slowing our hiring. We have also made
sure our pay bands are up to date, to reflect the movement in
the market.
Creating an environment that enables us to thrive
At Trustpilot we want to create a strong feeling of belonging, for
every Trustie, where you don’t feel like you have to ‘fit in’, you
can just be yourself. You’re treated fairly, your perspective is
valued, and you’re empowered to do the best work of your life.
We have a responsibility to our Trusties, our stakeholders, and
every person who leaves a review on our platform, to play our
part in creating a more diverse, equitable and inclusive place of
work for all.
In 2022, we launched our first Diversity, Equity & Inclusion
strategy, which outlines our approach to achieving our
vision. This focuses on three core principles:
Representation Matters
We struggle to be what we cannot see. That’s why we’ll
strive to significantly increase diversity across all job levels
within Trustpilot to better reflect the populations where
wework and increase psychological safety to create a
stronger feeling of belonging.
Striving for Equality
We will become more data-driven in our approach to
achieving true equality of opportunity. This means analysing
pay, as well as promotion and recruitment data alongside
demographic data to ensure we are monitoring any
disparities, and importantly, remedying if they exist.
Truly Open to All
We will create a safe and open place for all Trusties,
wherethere’s no significant differences in how one group
ofpeopleexperiences Trustpilot compared to another.
Where everyone feels safe and empowered to bring their
very best and awesome selves to work, everyday.
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Asian
7.9%
Black or Black
African
4.8%
Hispanic
or Latino
1.7%
Other
race
4.0%
Prefer
not to say
9.2%
Two or
more
races
3.8%
White
68.7%
Trustpilot Women in Leadership
Aims to balance gender representation in Trustpilot’s
leadership by empowering all women with the tools,
advocacy, visibility and community they need to advance
in their careers, and to do so at Trustpilot.
Trust Space
A new Trustie-led initiative launched in 2022, Trust Space,
aims to improve understanding and challenge bias,
stereotypes, and prejudice by having open conversations
through workplace webinars and in-person events. The goal
is to utilise the power of open dialogue to endorse a culture
of understanding, acceptance and inclusivity between
Trusties all over the world.
Do our people have a sense of inclusion?
In 2022, we enhanced our engagement survey data to now
include diversity attributes, meaning those Trusties who wish
to share more information about themselves can do so.
This data has allowed us to better understand how different
groups of people are experiencing working at Trustpilot, and
whether our vision for belonging rings true for everyone. Note
that we were not able to ask for this information from Trusties
based in Denmark and Italy due to local data privacy laws.
The benchmark we are aiming for within the technology
industry is 8.3, as an average we currently sit just below this
with a score of 8.0. Whilst there is not an overall significant
difference in the way each group of Trusties score feelings
of inclusion at Trustpilot, our goal for 2023 is to achieve a
score in line with the benchmark by delivering against our
strategic priorities.
Creating a strong sense of belonging
We encourage our Trusties to talk about and get involved
with topics and events that matter most to them.
It’s important to us that everyone feels safe to have their
voices heard. We aim to provide different opportunities
for people to participate in open conversations.
Our amazing ERGs help create space to do this and are
important culture drivers for our vision.
Trustpilot Pride and Allies
Strives for Trustpilot to be ‘Open to All’ by supporting and
celebrating the LGBTQIA+ community. Aims to show how
‘Positively Human’ we all are by building awareness of the
LGBTQIA+ experience, and educating Trusties on how we
can be more inclusive, and work together to promote
positive change here at Trustpilot.
Trusties in Color
A community network dedicated to representing the diverse
ethnic, racial and cultural backgrounds of all Trusties.
Aims to create and maintain safe spaces for all Trusties
of underrepresented backgrounds and their allies, and
encourage collaboration and networking across Trustpilot
to advance the overall culture of DE&I.
Demographics of people
working at Trustpilot
Ethnicity
NB - this is not a complete picture of our employee population. Data does
not include the employees based in Denmark or Italy who are unable to
share their data due to local data privacy laws.
Our culture, our people continued
86%
2022 global engagement survey participation
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Below is our initial data set for 2022 for feeling of
inclusiveness and the variance against the
benchmark for each demographic:
8.0 for Trusties who identify as Gay, Lesbian or
Bisexual
8.0 for Trusties who identify as Heterosexual
7.8 for Trusties who are women
8.2 for Trusties who are men
7.8 for Trusties who are Black
7.3 for Trusties who are Asian
9.1 for Trusties who are Hispanic
7.7 for Trusties who are another race
7.9 for Trusties who are two or more races
8.1 for Trusties who are White
8.3 for Trusties who have Christian beliefs
7.8 for Trusties who have Muslim beliefs
8.8 for Trusties who have Jewish beliefs
6.3 for Trusties who have Hindu beliefs
8.0 for Trusties who have other religious beliefs
8.0 for Trusties who do not have a religious belief
8.2 for Trusties who have a disability or are
neurodivergent
8.0 for Trusties who do not have a disability
* The gender balance data reflects the information as at 31 December 2022:
onthat date, four out of the ten Board members were female and six were men;
four out of eight of the ELT were female and four were men; twenty of the
fifty-four ELT direct reports were female and thirty-four were men; thirty-six of
the eighty-two senior leadership team were female and forty-six were men;
three-hundred and sixty-five of the eight-hundred and sixty-eight total
employee population were female and five-hundred and three were men
** Senior leadership, our Global Leadership Group, is defined as director level
andabove
Male Female
(Source: Sage People)
Board Gender Balance
Executive Leadership Team (ELT) gender balance
ELT direct report gender balance
Senior leadership gender balance
All colleagues gender balance
60% 40%
50% 50%
63% 37%
56% 44%
57.7% 42.2%
0.1% (other)**
Representation at Trustpilot (inc. Peakon)
Our gender balance*
Our culture, our people continued
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Our culture, our people continued
Our generational snapshot for 2022**
Source: Sage People, data on 31 December, 2022
** Generations as defined by Beresford Research
Looking ahead
Since the year end, we have published our first Gender Pay
Gap Report alongside our action plan to remedy any
disparities that exist. We aim to build on the big steps taken
in 2022 with regards to becoming more data-driven and
improve on these insights and actions year on year. Our
main focus going into 2023 will be to bring to life the vision and
strategy we have set out and embed strong foundations for us
to begin to scale. We will be prioritising DE&I learning for all
Trusties, helping everyone to really understand how DE&I relates
to them and their role, as well as upskilling our leaders to
become role models and effective allies for all.
Maintaining a two-way conversation
We recognise that feedback and communication are key
drivers to our culture, engagement, and sense of who we
are as a community. With that in mind, we are continuously
working to ensure that Trusties and their experiences are at
the center of everything we do, at the heart of trust. Just as
we ask consumers to review businesses, we encourage our
Trusties to review us as a workplace. We are open to all and
encourage everyone to share their opinions.
Trustpilot is committed to this vision. For that reason, we
were very proud to be awarded the ‘2023 Built In Best
Places to work’ in Colorado, for the second year in a row.
This was a testament to our continuous work with making
Trustpilot a place where Trusties feel valued and supported.
How we collect feedback
There are several ways for Trusties to share their feedback
at Trustpilot. Our main feedback tool is Peakon, our global
engagement survey. Here Trusties can anonymously score, and
add comments to provide qualitative feedback, on the topics
that matter to them. With the engagement survey data, we are
able to measure and keep track of our employee engagement
levels through employee net promoter scoring (eNPS).
In July 2022, we improved the way we use Peakon by
aligning the cadence of the survey, moving the whole
organisation onto an aligned quarterly schedule, with the
same questions. This allowed us to implement a unified cycle
of sharing results and key actions with Trusties each quarter.
We also added the option of sharing voluntary information
about gender identity, ethnicity, sexual orientation, religious
beliefs and disability. This provided us with a clearer
understanding of the diversity of our people, and enabled
us to better understand everyone’s experience of working
at Trustpilot. Read more about this under the “Creating an
environment that enables us to thrive” section in this report.
We are pleased to report that the changes made to the
engagement survey are moving us in the right direction,
as we’ve seen a steady increase in the survey participation.
In Q4 2022 we reached an overall participation rate of 86%.
With a higher participation, we have a more accurate picture
of the way Trusties are feeling. Our overall engagement score
was 7.7 in Q4 2022, a 0.4 decrease from Q4 the previous
year. While this is not a positive change in itself, we are
confident that the increased participation – leading to a more
comprehensive picture – will enable us to address the things
that truly matter to all Trusties, improving the employee
experience for everyone.
In addition to the engagement survey, Trusties can
anonymously record, report and resolve issues through Vault,
our ‘speaking-up’ platform. This provides a safe environment
to speak up and voice concerns, and in 2022 we recorded 37
reports through the platform. In addition to Peakon and Vault,
we seek feedback from Trusties throughout their employment
journey through onboarding surveys in Talenthub and
Glassdoor. Our current Glassdoor score is 4.0, and our overall
onboarding score in Talenthub is 9.2, which matches the
industry benchmark of 9.2.
How we communicate
In combination with our feedback tools, we use various forms
of communication to keep an ongoing two-way conversation
with Trusties. Our communications framework keeps Trusties
informed about what’s going on in the business, and allows
everyone to be connected and engaged with our mission,
vision, and strategy. This includes global and functional
AllHands with Q&A, regular ‘ask me anything’ sessions with
our Executive Leadership Team (ELT), annual strategy
roadshows to provide deeper understanding of our strategy
and objectives, frequent updates on our intranet, and a
monthly newsletter. In addition, Slack gives Trusties the power
to interact and own their own communication, enabling
everyone to collaborate and connect around shared interests.
Where possible, our leadership communications use
interactive channels, including video, to share updates
andkeep Trusties informed.
In response to feedback in our engagement survey, we
changed the structure of our global All Hands in August
2022. We moved from quarterly to monthly sessions, and
increased the focus on topics related to our strategic
objectives and how Trusties contribute to these. In doing
this, we enable a better conversation about where we are
headed and how we are getting there, bringing everyone
closer to our strategy.
Gen Z
Millenials
Gen X
Boomers
6.9% (60)
81.8% (716)
10.9% (95)
0.5% (4)
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Developing our Trusties
At Trustpilot, we want every Trustie to have an opportunity
to unlock their full potential, grow and do the best work of
their life. In 2022, we worked on the following priorities:
Development for all Trusties: LinkedIn Learning, Blinkist,
Trustpilot Academy, Aspiring Leaders
Leadership development: Leadership Fundamentals,
Situational Leadership and Leadership Summit
High-potential development: All Stars Program
Development for all Trusties
Development needs are identified through career and
development conversations between Trusties and leaders.
To support these conversations, in 2022 we introduced a new
simplified version of our Personal Development Plan template
and complemented it with a Career Conversations guide for
people leaders. We also introduced a quarterly newsletter with
links to relevant resources and upcoming workshops to
encourage these conversations through the year.
At an organisational level we have provided every Trustie access
to up-to-date courses and resources from industry experts
by investing in two world-class learning and development
platforms: Linkedin Learning and Blinkist. Both platforms
offer bite-sized learning with mobile versions enabling Trusties
to consume content in line with our flexible way of working.
One in two Trusties have accessed and benefited from content
on these platforms. Trustpilot Academy (our learning
management system) has been upgraded with additional
content covering areas like leadership (e.g. feedback, growth
mindset, building relationships and breaking bias), content
integrity and marketing.
Our culture, our people continued
In addition, knowing a number of Trusties aspire to take on a
leadership role in the future, we created “Aspiring Leaders”
– a programme designed to introduce the core concepts of
management to help prepare Trusties in advance of
opportunities. So far, 97 Trusties across all departments have
successfully graduated from the program. Feedback is
extremely positive, and we anticipate continued roll-out
in2023.
Leadership development
In 2022, we continued delivering impactful learning
experiences through our “Build Great Leaders” Program,
which takes our leaders through from foundational elements of
what it takes to be a leader at Trustpilot to guiding our senior
leaders in taking Trustpilot forward to continued success.
Most of our leaders have attended our “Leadership
Fundamentals” foundational program and in 2022 all leaders
were offered an opportunity to participate in a series of
sessions about remote and situational leadership.
We have also invested heavily in our senior leaders in 2022
through a three-day leadership summit in Q2. The summit was
a pivotal moment for connecting all director-level and above
leaders and laid the foundation for the implementation of a
new approach to a culture that enables performance at
Trustpilot, known as the High Performance Way.
Through this we aim to create an environment which
stimulates performance based on clarity of goals, applied
values, high levels of accountability, strong trust and
collaboration. Throughout the rest of the year, senior leaders
have been working to embed new ways of working and
enhancing the environment to lift performance through a
series of challenges. Working with this group of leaders in
this way means we are ready to roll out High Performance
to all Trusties in 2023.
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Our culture, our people continued
High-potential development
All Stars is our flagship program for accelerating high
potential at Trustpilot. It is a high intensity, structured learning
and developing journey, spanning one year which enables
our high potentials to contribute to shaping and driving our
business forward while helping us build a leadership pipeline
within Trustpilot.
In 2022, we launched the second season of the program –
the cohort was selected based on a set of objective criteria
with a close focus on the inclusive representation of
departments, locations, and gender. All participants have
taken part in focused career conversations to identify their
ambitions, strengths, and developmental areas. Using this
insight, the program has been built to give tailored high-
impact learning experiences based on the following:
Providing our All Stars with the opportunity to acquire
coaching skills
Accessing tailored skills development modules
Providing significant exposure to our Executive Leadership
team through:
Fireside chats with our All Stars; and
Assigning our All Stars into cross functional and regional
groups to solve a strategic business challenge and
present their findings and recommendations to our
Executive Leadership team
The program will finish in May 2023.
Overall, through 2022, we’ve seen the following time
investment into the learning and development activities:
Trusties: 11 learning hours on average per Trustie per year
Leaders: 14 learning hours on average per Leader per year
Wellbeing
We support our Trusties, and aim to provide the best
possible conditions to ensure that they feel good and stay
healthy. Our wellbeing approach includes four distinct, but
connected, pillars and is founded on our positively human
and always with integrity values.
Mental Health
All Trusties have access to a free subscription to the
Headspace mindfulness app. We also offer a global
Employee Assistance Program, as well as a range of online
mental health resources through Blinkist and LinkedIn
Learning. Additionally, our hybrid work model gives Trusties
the flexibility to experiment with how, when and where they
work, allowing for necessary adjustments to meet personal
needs. In doing this, Trustpilot remains future-proof and
aligned with the changing world of work.
To further support and work with mental health we hosted a
number of initiatives in 2022, focused on fostering an open
workplace in which it is safe to speak openly about mental
health. Read more about this under the “Creating an
environment that enables us to thrive” section in this report.
Physical
This is generally managed on a regional level, some examples
are the ‘ride to work’ programs in the UK and Australia, online
and in-office yoga, massage and nutrition sessions, or the
Trustpilot participation in the yearly DHL run in Denmark.
Social & Community
Being an employee at Trustpilot means being part of a
close-knit community. This is the core of our culture, and we
do our utmost to ensure that our Trusties have the
opportunity to find meaningful connections and support in
everything they do. We also believe it is important for
everyone to get involved with our local communities, and we
support our Trusties in taking part in volunteering activities.
In March 2022, we introduced a global volunteering policy to
encourage Trusties to take two additional paid days off each
year, to give back to their communities. In 2022, Trusties
logged 504 volunteering hours.
Within each market, Trusties are involved with local charities
and fundraising activities – including through our employee
resource groups (ERGs). All initiatives are tailored to the
culture and surrounding community of each location. Read
more about this under the “Creating an environment that
enables us to thrive” section in this report.
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Financial
We continue to revise and improve our financial benefit
offering, to provide additional financial security and wellbeing
for all Trusties. Our initiatives vary by region, depending on
market and tax differences. Examples of these are Life
Insurance, Health Insurance, Income Protection,
Pension/401k, Critical Illness Cover, drop-in sessions and
general webinars with benefits providers to cover topics like
pension and financial health.
This is an area that we will continue to develop over time to
ensure that we stay aligned and competitive with each
location we operate in.
Hiring the right Trusties
During 2022 we have focused on ensuring that we have the
critical skills and capabilities required to achieve our goals.
To support our hiring efforts we embarked on our Talent
Acquisition (TA) Transformation Programme to enhance our
recruitment capability through best practice processes, tools
and systems and achieve TA Excellence.
At the core of this, we designed and implemented the
‘Trustpilot Way of Recruiting’. This is a robust recruitment
process designed to ensure we hire the right people for our
business. It includes a 2-3 stage structured interview,
assessing the key technical and functional competencies as
well as value-led behaviors required, to help us select and
hire those who are both technically excellent and will add to
our culture. Each stage of the process has been thoughtfully
designed to promote inclusivity to support our DE&I efforts
and help build a more diverse workforce.
We have also focused on several other projects to support
our TA Excellence efforts. We implemented a talent analytics
platform to ensure we have a wide market view of talent
availability and enable us to inform strategic talent decisions.
We have raised the bar on candidate experience and
implemented a high-touch, candidate-centric process,
supported by branded materials, to help educate candidates
about our business and what to expect from the hiring
process. Throughout this we ensure that there is time set
aside for the candidate to hear more about the role and our
business, helping them to make a more informed decision
about whether Trustpilot is the right place for them.
Our culture, our people continued
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Section 172(1) of the Companies Act 2006 requires that the Directors promote the success of the Company for the benefit
of its members as a whole, having regard to the interests of stakeholders in their decision making. In performing their duties
during 2022, the Directors have had regard to the matters set out in Section 172(1) of the Companies Act 2006. Further
information on each of the s.172 matters can be found as follows:
Engaging with regulators
The online review industry is developing rapidly and is
subject to scrutiny and oversight from regulators and
governments in all of our markets. In 2022, we expanded
our regulatory engagement, working with policymakers,
regulators and other stakeholders to engage on policy
matters affecting Trustpilot. Across all the regions in which
we operate as a business, there is a growing interest in
online policy and regulation, competition and sustainability.
The regulatory focus on online harms and fake reviews
is a primary focus for our work, but we also engage in
wider digital policy areas like artificial intelligence (AI)
and data. We seek to be a constructive partner in these
discussions, bringing our expertise and insights to bear.
We have delivered this engagement in our own right as
well as through our memberships of the EU Tech
Alliance (EUTA) and techUK.
Our engagement across our jurisdictions has taken a range
of forms from one-to-one meetings, to consultations,
written briefings, amendment proposals and speaking at
events. For example, we engaged with EU policymakers
by participating in a panel discussion about AI, hosted in
the European Parliament by the EUTA in conjunction
with the co-rapporteur of the AI Act. We were able to
demonstrate how we aim to harness the positive power of
AI to assist with identifying and removing fake reviews,
assisting our fraud detection team and greatly reducing the
need for manual intervention.
We have also begun to provide thought leadership in
complex areas, for example through the publication of
our first white paper dealing with the cost-of-living crisis
(trustpilot.com/trust/the-cost-of-living). Analysis of the data
and insights held by Trustpilot, alongside a UK-wide survey
formed the bedrock of our report which assessed changing
consumer sentiment during the cost-of-living crisis in the
UK. The report also highlighted where consumers are seeing
businesses going above and beyond to help them, and
where unhelpful business conduct caused them concern.
This white paper delivered a range of recommendations to
businesses, regulators and the UK government intended
to help build greater trust in business during this period
of economic uncertainty.
s. 172 matter Additional information
The likely consequences of any decision
in the long term
Strategy, page 38
Business model, page 30
Principal risks and uncertainties, page 65
The interests of the Company’s employees People and culture, pages 86 to 93
Diversity, inclusion and equity, page 88
The need to foster the Company’s business
relationships with suppliers, customers and others
The most trusted global reviews platform, page 38
Trust and transparency, page 22
Sustainability and society, page 77
Stakeholder engagement, page 92, 103
The impact of the Company’s operations
on the community and the environment
Sustainability and society, page 77
Sustainability and society, page 77
Non-financial information statement, page 96
Stakeholder engagement, page 92, 105
The desirability of the Company maintaining
a reputation for high standards of business conduct
Whistleblowing, pages 69, 105, 106, 121, 122 and 128
Internal controls, pages 63, 64 and 67
Non-financial information statement, page 96
The need to act fairly between members
of the Company
Stakeholder engagement, page 92, 103
People and culture, pages 86 to 93
Section 172(1) statement
Further information about how the Board has had regard to the matters set out under s.172 of the Companies Act 2006 and
its compliance with the UK Corporate Governance Code can be found on pages 73 and 79 to 81 of the Governance Report.
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Modern Slavery and Human Trafficking
Our approach
Across the Trustpilot Group we strive to work to the highest
professional standards and comply with all laws, regulations
and rules relevant to our business. As stated in our Modern
Slavery Code of Conduct, we are committed to the
protection of human rights and to fair and ethical work
practices. We understand that we have a responsibility to
conduct our business ethically and this extends to those we
do business with. The Group publishes its Modern Slavery
and Human Trafficking Statement each year on our website,
reinforcing our zero tolerance approach to slavery and
human trafficking in our business operations and supply
chains.
Vendors
Our Modern Slavery Code of Conduct sets out the standard of
conduct for customers, contractors, and vendors working with
us. It is publicly available on our website and we seek to impose
contractual obligations on vendors to comply with this as part
of contractual negotiations for supply contracts where possible.
Employees
Our recruitment and employment procedures include
appropriate pre-employment screening of all Trustpilot Group
employees, such as right to work checks and reference
checks. New employees also receive an induction and new
hire training which explains Trustpilot Group policies and
confirms that employees are able to contact our People team
or our report via our speaking up platform confidentially on
any matter of concern, throughout their employment.
We are also committed to paying the Real Living Wage to our
employees and contractors across all our locations in the UK.
We expect all Trustpilot Group employees to conduct business
with honesty and integrity and we have a zero tolerance
approach to bribery and corruption, as set out in our global
Anti-Bribery & Corruption Policy.
Customers
In our Code of Ethics we describe our commitment to
conducting our business with the highest ethical standards.
Trust, transparency, and integrity are values that are important
to the entire Trustpilot Group, which means we expect the
people who work for us, and those we do business with, to
always act with integrity, build trust and promote transparency,
and make decisions that reflect strong ethics.
We avoid doing business with businesses that do cause or
create harm, do not align with our ethical standards, or do
not share the same values and core beliefs as us. These
“bad-fit” businesses may harm Trustpilot’s reputation and
undermine the trustworthiness of our platform. Our Action
We Take Policy sets out what types of businesses we regard
as a “bad-fit” for Trustpilot. We also explain what measures
we’ll take to stop any active communication or cooperation
with “bad-fit” businesses.
Additionally, we require customers to comply with our
Modern Slavery Code of Conduct under our Terms of Use
& Sale for Businesses.
Due diligence/Risk assessment
We seek to work with customers, contractors, and vendors
who match and complement our ethical standards and
organisational values.
To identify sectors and categories with high modern slavery
risks, we have used the following indicators that are generally
known to increase risk likelihood:
Reliance on low-skill workforce.
Reliance on migrant workforce.
Presence of children.
Hazardous or undesirable work.
Based in a country that experiences high levels of
corruption, weak governance and poor enforcement
of human rights.
As Trustpilot is an online-based business, our main vendors
comprise providers of online-based services to facilitate
our platform, and general advisory services from reputable
businesses. Based on these factors, we consider the risk
of modern slavery in our supply chain to be low.
We continue to:
Undertake due diligence when short-listing our vendors
and contractors.
Review on a regular basis the vendors and contractors
we use.
Enter into business relationships with vendors that reflect
our organisational values.
Seek to ensure that any vendor or contractor has an ethical
treatment clause in the vendor contract they provide us
especially where we deem them to be medium to high risk
based on their geographical location or otherwise. This is
to ensure that the work environment and conditions they
provide to their employees meet standards under our
Modern Slavery Code of Conduct.
If a vendor or contractor fails to live up to our expectations
or is unwilling to make any changes, we may end our
engagement with them.
Our Modern Slavery Code of Conduct may be accessed via
our corporate website, here:
https://legal.trustpilot.com/for-everyone/modern-slavery-
code-of-conduct
Trustpilot
Annual report 2022
3.Governance 4.Financial statements
95
1.Overview 2.Strategic report
The table below constitutes the Non-Financial Information Statement of Trustpilot Group plc, produced to comply with sections 414CA(1) and 414CB(1) of the Companies Act 2006.
The information listed in the table below is incorporated by cross reference.
Reporting requirement Policies and standards which govern our approach Annual Report reference
Environmental matters We follow the World Resources Institute’s GHG Protocol Corporate Accounting and
Reporting Standard, which provides a standardized and principles-based approach
for presenting a true and fair account of emissions
Environment, page 62, 82
Employees Diversity, equity and inclusion,Health, safety and wellbeing
Code of Ethics,Speaking Up Policy
People and culture, page 85
Social matters Content integrity,
Stakeholder engagement
Trust and transparency, page 22
Sustainability and society, page 77
Stakeholder engagement, page 92, 103
Human rights, anticorruption
and antibribery
The impact of the Company’s operations
on the community and the environment
Modern Slavery and Human Trafficking, page 93
CEO review, page 25
People and culture, page 91
Audit report, page 151
Environment, page 62
Sustainability and society, 63
Description of business model
Business model
Business model, page 31
Description of principal risks
and impact of business activity
Principal risks and uncertainties, page 68
Viability statement, page 51
Non-financial key performance
indicators
Financial and non-financial KPIs, page 42
Sustainability and society, page 77
Non-Financial Information Statement
The Strategic Report has been approved by the Board and
signed on its behalf by
Peter Holten Mühlmann
Chief Executive Officer
20 March 2023
Trustpilot
Annual report 2022
3.Governance 4.Financial statements
96
1.Overview 2.Strategic report
Governance
Chairs introduction to governance 98
Board leadership and purpose
99
Board of Directors 99
Executive Leadership Team 103
Purpose, values and culture 105
Board and stakeholder engagement 105
Division of responsibilities 108
Governance framework 108
Key Board activities 112
Composition, succession and evaluation 113
Board evaluation 113
Nomination Committee report 114
Audit, risk and internal control 119
Audit Committee report 119
Trust & Transparency Committee report 129
Directors’ remuneration report 131
Remuneration Committee Chair’s statement 131
Remuneration at a glance 133
Annual report on remuneration 135
Implementation of Directors’ remuneration policy 143
Directors’ report 145
Statement of Directors’
responsibilities 148
three
97
4.Financial statements3.Governance2.Strategic report1.Overview
Trustpilot
Annual report 2022
Chair’s introduction to governance
Tim Weller
Chair
On behalf of the Board, I am pleased to present our
Governance Report for the year ended 31 December 2022.
This report details our approach to effective corporate
governance, including the controls and oversight the Board
has established to ensure we are effective in our decision-
making, and that we have an appropriate diversity of skills,
knowledge and experience to manage risk and successfully
deliver against our strategy.
A summary of our compliance against the provisions of the UK
Corporate Governance Code 2018 can be found on page 99.
Purpose, culture and values
The Board has a responsibility to establish and promote a
culture which creates a positive working environment,
inclusive and supportive of all our employees. During the
year, a key element of our focus was to understand how our
culture and values can help us achieve our ambitious goals
of being the world’s most trusted and used online review
platform. As Chair, I made it a clear priority for the Board to
oversee senior management’s progress toward embedding
a high-performance culture across our business; one that
enables our employees to live up to our core values, being
Open to All, Collaborative, Positively Human, and Always
with Integrity.
Further information on the Board’s engagement with our key
stakeholders, including our workforce, can be found in the
Strategic report on pages 79 to 94 and on pages 106 to 107.
Board succession and diversity
During my final year as Chair, I was delighted to welcome
Zillah Byng-Thorne to the Board as Deputy Chair. Zillah
brings to the Board extensive technology sector experience
and has a wealth of knowledge of business and consumer
platforms, as well as significant experience of international
expansion and the scaling of high-growth companies. Zillah
was appointed as Chair of the Nomination Committee on
1 December 2022 and as Chair Designate from 11 January
2023. As announced on 24 February 2023, Zillah will
succeed me as Chair on 3 April 2023 and I will not be
seeking re-election as a Director of the Company at the
forthcoming Annual General Meeting (AGM). It has been a
privilege to serve as Trustpilot’s Chair over the past 10 years,
both prior to and after our IPO in 2021, and to have overseen
the growth and development of the business in that time.
We are fortunate to have a diverse Board of Directors with a
wide range of skills, experience and knowledge. We value
diversity on our Board, including diversity of age, gender,
ethnicity, education and social background, and regularly
review the composition of our Board and committees taking
into account the Company’s strategic priorities and any
factors affecting its long-term success. The work undertaken
by the Nomination Committee in considering the composition
of the Board and Board committees is set out on pages 114 to
118 and further information on the composition of the Board
can be found on pages 99 and 113.
Key activities
In the past year, as we emerged from the restrictions caused by
the global pandemic, it was heartening to be able to increase
the number of our in-person Board meetings, including those
held in our London and Copenhagen offices, as well as
a two-day strategy meeting in London in October 2022.
A summary of key Board activities is set out on page 112.
Board evaluation
During 2022, we made progress on the focus areas identified
as priorities by our 2021 Board evaluation and, in December
2022, we undertook an internal evaluation of the Board and
its committees. The results of our Board evaluation can be
found on page 113 and the results of the evaluations
undertaken for each of our Board committees can be found
in the respective committee reports.
Annual General Meeting
The Annual General Meeting (AGM) is due to be held on
23 May 2023 in London. We have chosen not to offer the
digital hybrid format of meeting that we offered at the 2022
AGM due to a significant lack of demand for the digital
element of the meeting. Further information on the
Company’s AGM arrangements is provided in the Notice of
AGM which is available on the Company’s website,
investors.trustpilot.com.
I welcome the opportunity to engage with shareholders and
hope that you will join me at the AGM.
Tim Weller
Chair
20 March 2023
Trustpilot
Annual report 2022
2.Strategic report 4.Financial statements
98
3.Governance1.Overview
Compliance with the Code Board leadership and purpose
Board composition
The following charts provide a summary of the Board’s composition as at 20 March 2023.
Trustpilot Group plc is subject to the UK
Corporate Governance Code issued by the
Financial Reporting Council (available at
www.frc.org.uk), published in July 2018 (the
“Code”). During the year ended 31 December
2022, the Company has complied with all of the
provisions of the Code, with the exception of
Provision 23 in relation to a Board Diversity
Policy, which was not in place for the full year.
The adoption of a Board Diversity Policy was
delayed to September 2022 so that it could
be prepared alongside a wider Diversity,
Equityand Inclusion Policy for the Group.
Thisapproach ensured that the policies are
consistent and adequately reflect the
cultureand values of Trustpilot and our key
stakeholders. Further information on the
diversity of our Board can be found on
page117.
Provision 19 of the Code recommends that
the Chair should not remain in post beyond
nine years. For the purposes of the Code,
the Board considers that the nine-year time
frame commenced in March 2021, when the
Company became subject to the Code.
Further information on Chair succession
planning is set out in the Nomination
Committee report on pages 115 to 117.
The table to the right shows where additional
information can be found on how the Company
has applied the principles of the Code.
Board leadership and Company
purpose
Sustainability
Strategy
Purpose, values
and culture
Risk management
s.172 statement and
stakeholders
Board engagement
with stakeholders
79 to 85
38 to 40
105 to 107
65 to 78
94
105 to 107
Division of responsibilities
Division of responsibilities
Governance framework
108 to 111
108
Audit, risk and internal control
Audit Committee report
Internal and external audit
Integrity of financial and
narrative statements
Fair, balanced and
understandable
assessment
Risk management and
internal controls
Principal and emerging
risks
119 to 128
123 to 125
122 and 123
122 and 148
65 to 78 and
125 to 127
70 to 78
Remuneration
Directors’ remuneration
report
131 to 144
Gender
Male (6)
Female (4)
Age
40-44 (1)
45-49 (4)
50-54 (3)
55-59 (1)
60+ (1)
Ethnicity
Non-white (2)
White (8)
Composition
Chair (1)
Non-Executive (7)
Executive (2)
Trustpilot
Annual report 2022
2.Strategic report 4.Financial statements
99
3.Governance1.Overview
Board of Directors
Appointed: February 2021
(joined the Group as Chair in 2013)
Independent: Yes, on appointment
Nationality: British
Skills and experience:
Tim joined the Group as Chair in February 2013.
Tim has extensive board-level experience in
leading technology companies. He is the
Chairof Pixomondo Inc., SohoNet, Resi and
SalesManago.
Tim’s former roles include Chair of Incisive
Media Group Holdings Limited, until its sale in
2022, Chair of Superawesome Limited, a digital
technology firm, until its sale to Epic Games Inc.
in October 2020, and Chair of Ti Media Limited,
until its sale to Future plc in May 2020. Tim was
also Chair of Tremor International Ltd, a leader
in video advertising technologies, until
September 2020. Tim was formerly a member
of the Shadow Cabinet New Enterprise Council,
which advised the UK Government on business
and enterprise.
Principal external appointments:
Chair of Pixomondo Inc.
Committee membership:
N
T
D
Appointed: 1 October 2022
Independent: Yes
Nationality: British
Skills and experience:
Zillah joined the Group as an Independent
Non-Executive Director and Deputy Chair on
1October 2022. She was appointed as Chair of
the Nomination Committee from 1 December
2022 and as Chair Designate from 11 January
2023. She has extensive technology sector
experience, spanning online gaming, digital
media and e-commerce. Zillah was Chief
Financial Officer of Trade Media Group (now Auto
Trader Group plc) from 2009 to 2012, and Interim
Chief Executive Officer from 2012 to 2013. Prior
to this, Zillah was Commercial Director and Chief
Financial Officer at Fitness First Limited, and
Chief Financial Officer of Thresher Group. Zillah
has previously held non-executive roles at GoCo
Group plc (now GoCo Group Limited), prior to its
acquisition by Future plc in March 2021, THG plc
and Mecom Group plc.
Zillah is a chartered management accountant
(CIMA) and qualified treasurer (ACT). She has
an MA in Management from Glasgow University
and an MSc in Behavioural Change from Henley
Business School.
Principal external appointments:
Chief Executive Officer of Future plc
Non-executive director of Norwegian Cruise
Line Holdings Ltd.
Committee membership:
N
T
D
Appointed: February 2021
(founded the Group in 2007)
Independent: No
Nationality: Danish
Skills and experience:
Peter founded Trustpilot in 2007 and led the
business to be an international listed company.
As CEO, Peter is based in Copenhagen and
spends his time focusing on Trustpilot’s strategy
and products, working with the executive team
on operational matters, and meeting with
investors and other stakeholders.
In 2013, Peter was named Danish Entrepreneur
of the Year by Ernst & Young.
Peter has a Bachelor’s degree in Business
Administration from Aarhus University School
of Business.
Committee membership:
D
Appointed: February 2021
(joined the Group as CFO in 2016)
Independent: No
Nationality: German / American
Skills and experience:
Hanno joined the Group as CFO in January
2016. He was previously a Senior Vice
Presidentat Bankrate Inc., where he oversaw
corporate finance, and mergers and
acquisitions. Prior to this, Hanno held positions
at Apax Partners, a global private equity firm,
and PricewaterhouseCoopers, working on
projects across multiple industries.
Hanno holds a Masters in Finance (MFin) from
Princeton University and a Diploma in Economics
(Dipl.-Vw.) from the University of Bonn.
Committee membership:
D
Tim Weller
Non-Executive
Chair
Zillah Byng-Thorne
Non-Executive
Chair Designate
Peter Holten
Mühlmann
Chief Executive
Officer
Hanno Damm
Chief Financial
Officer
Committee membership key:
A
Audit Committee
R
Remuneration Committee
N
Nomination Committee
T
Trust & Transparency Committee
D
Disclosure Committee
C
Chair of Committee
Trustpilot
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100
3.Governance1.Overview
Appointed: February 2021
(joined the Group as a Non-Executive Director
in March 2019)
Independent: Yes
Nationality: British
Skills and experience:
Angela has significant board experience across
both public and private sectors. Prior to working
as a Non-Executive Director, Angela had more
than 25 years’ experience in financial services,
holding senior executive positions at Norwich
Union Insurance Limited, Aviva UK Limited and
Aegon UK plc. Angela also acted as a senior
advisor at Lloyds Banking Group (Insurance) and
was Chief Executive Officer of RAC Motoring
Services Limited, prior to its sale to a private
equity firm.
Angela has held a number of Non-Executive
roles, including Non-Executive Director and
Chair of the Remuneration Committee of
Rentokil Initial plc, Non-Executive Deputy Chair
and Senior Independent Director of GoCo
Group plc, prior to its acquisition by Future plc,
and a Non-Executive Director of esure Group plc.
Principal external appointments:
Chair of Page Group plc
Non-Executive Director of Future plc
Non-Executive Director of Janus Henderson
Group plc
Committee membership:
A
R
N
T
Appointed: February 2021
(joined the Group as a Non-Executive Director
in March 2019)
Independent: No
Nationality: American
Skills and experience:
Mohammed has more than 20 years’ public and
private equity investing experience. He is a
partner at Advent International, where he leads
Sunley House, Advent’s global crossover fund.
Previously, Mohammed worked at SFW Capital
and Bain Capital, having started his career as a
consultant at Bain & Company.
Mohammed has a BA in Mathematics from
Franklin & Marshall College and an MBA from
Harvard Business School.
Principal external appointments:
Managing Director at Advent International
Corporation
Board of Trustees at Franklin & Marshall
College
Appointed: February 2021
(joined the Group as a Non-Executive Director
in March 2019)
Independent: Yes
Nationality: British
Skills and experience:
Claire has a wealth of ecommerce expertise
through her roles in industry-leading and
disruptive companies, including her current
role as an advisor to Infogrid, and in her former
roles as Chief Executive Officer of
Notonthehighstreet, Chief Executive Officer of
HelloFresh UK and Managing Director
of VoucherCodes.
Prior to this, Claire held senior-level strategic
and executive roles in online and media
companies, including Skype, RTL Group, and
Bigpoint. Claire started her career in investment
banking, working on mergers and acquisitions,
and equity capital markets transactions at
Goldman Sachs and J.P. Morgan.
Claire has an MA in Natural Sciences from
Cambridge University and an MBA from INSEAD.
Principal external appointments:
None
Committee membership:
R
Appointed: June 2021
Independent: Yes
Nationality: American
Skills and experience:
Joe has significant global experience in
consumer-facing technology businesses.
Joe has a track record of revenue growth and
value creation at global Fortune 500 and private
companies, including Facebook, Gannett, AOL,
VideoEgg and Friendster. Joe is an Operating
Partner with SOSV LLC, a $1.3billion US-based,
early stage venture fund. Between 2009 to 2012,
Joe served in the Obama Administration liaising
between government and businesses.
Joe is also an independent public board
director, advising on strategic growth, ESG,
workforce engagement, innovation, governance,
compensation, board recruitment and diversity.
Joe has previously served as a Non-Executive
Director of GoCo Group plc (acquired by Future
plc) and as an Independent Director of
SilverBox Engaged Merger Corp I.
Principal external appointments:
Chief Executive Officer at The Katama Group
LLC
Non-Executive Director of Hays plc
Committee membership:
A
N
T
Board of Directors continued
Angela
Seymour-Jackson
Senior
Independent
Director
Mohammed
Anjarwala
Non-Executive
Director
Claire Davenport
Non-Executive
Director
Joe Hurd
Non-Executive
Director
Committee membership key:
A
Audit Committee
R
Remuneration Committee
N
Nomination Committee
T
Trust & Transparency Committee
D
Disclosure Committee
C
Chair of Committee
Trustpilot
Annual report 2022
2.Strategic report 4.Financial statements
101
3.Governance1.Overview
Appointed: February 2021
(joined the Group as a Non-Executive Director
in May 2015)
Independent: No
Nationality: British
Skills and experience:
Ben is a partner and member of the founding
team at Vitruvian Partners LLP, leading the data
and analytics, and consumer technology sector
teams. Prior to joining Vitruvian in 2007, Ben was
at Cinven and Goldman Sachs International.
Ben currently serves on the boards of Sykes
Holiday Cottages, Travel Counsellors Ltd and
OAG Aviation Ltd.
Ben read Philosophy, Politics and Economics
atMagdalen College, Oxford University.
Heisamember of the Tech Nation Future
50AdvisoryPanel.
Principal external appointments:
Partner at Vitruvian Partners LLP
Director of Sykes Holiday Cottages
Director of Travel Counsellors Ltd
Director of OAG Aviation Ltd
Appointed: February 2021
Independent: Yes
Nationality: British
Skills and experience:
Rachel is a qualified accountant and is the
ChiefFinancial Officer of St. Modwen Properties
Limited. Rachel brings recent and relevant
financial experience to the Board and strong
leadership to the Audit Committee. Rachel has
significant experience in strategy and finance
across a range of customer-facing businesses.
Prior to joining St. Modwen, Rachel was the
Group Finance Director of PayPoint plc and was
previously the Group Director of Strategy &
Implementation at easyJet plc. Prior to her role
at easyJet plc, Rachel held senior roles at
Unilever plc, NatWest Group, Diageo plc and
SABMiller plc.
Rachel was a Non-Executive Director and Chair
of the Audit Committee at Persimmon Plc until
August 2021.
Principal external appointments:
Chief Financial Officer at St. Modwen
Properties Limited
Committee membership:
A
R
N
T
Board of Directors continued
Board and committee meeting attendance
Director Board
Audit
Committee
Remuneration
Committee
Nomination
Committee
Trust &
Transparency
Committee
1
Tim Weller
2
Chair 8/8 _ _ 5/5 1/2
Zillah Byng-Thorne
Independent Non-Executive Director
and Chair Designate
3
2/2 1/1 _ 1/1 1/1
Peter Holten Mühlmann
Chief Executive Officer 8/8 _ _ _ _
Hanno Damm
Chief Financial Officer 8/8 _ _ _ _
Angela Seymour-Jackson
4
Senior Independent Director 8/8 4/4 6/6 4/5 2/2
Mohammed Anjarwala
Non-Executive Director 8/8 _ _ _ _
Claire Davenport
5
Independent Non-Executive Director 8/8 _ 5/6 _ _
Joe Hurd
Independent Non-Executive Director 8/8 4/4 _ 5/5 2/2
Ben Johnson
Non-Executive Director 8/8 _ _ _ _
Rachel Kentleton
Independent Non-Executive Director
8/8 4/4 6/6 5/5 2/2
1 The Trust & Transparency Committee is chaired by Carolyn Jameson, Company Secretary and Chief Trust Officer. Carolyn
has attended and chaired all meetings of the Committee
2 Tim Weller was unable to attend the Trust & Transparency Committee meeting in May 2022 due to a prior business engagement
3 Zillah Byng-Thorne was appointed to the Board, Audit Committee, Nomination Committtee and Trust & Transparency
Committee with effect from 1 October 2022. Zillah stepped down as a member of the Audit Committee on 11 January 2023
when she assumed the role of Chair Designate
4 Angela Seymour-Jackson was unable to attend the Nomination Committee in August 2022 due to a prior business engagement
5 Claire Davenport was unable to attend the Remuneration Committee in October 2022 due to a prior business engagement
Disclosure Committee
The Disclosure Committee comprises the Chief Financial Officer as Chair of the Committee,
the Chief Executive Officer, the Chair of the Board and the Company Secretary. The Committee’s
principal duty is to oversee the Company’s obligations in relation to the disclosure of inside
information. Members of the Committee have communicated regularly during the year but a formal
meeting has not been necessary during the year.
Ben Johnson
Non-Executive
Director
Rachel Kentleton
Non-Executive
Director
Trustpilot
Annual report 2022
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102
3.Governance1.Overview
Executive Leadership Team
See page 100 for Peter’s biography See page 100 for Hanno’s biography
Donna joined Trustpilot in 2019 to lead
Trustpilot’s People function. With more than
25years’ experience in the field, Donna has
significant expertise to build and lead a
world-class People function. Her main focus is to
makeTrustpilot an even better place to work and
growin order to attract and retain the best-in-
classtalent.
Prior to Trustpilot, Donna was an HR Vice
President at COWI for their international
operations. Donna has also held senior positions
at Maersk and AECOM.
Donna holds a Bachelor of Human Resources
Management degree from the University of
South Australia.
Peter Holten Mühlmann
Chief Executive
Officer
Hanno Damm
Chief Financial
Officer
Donna Murray
Vilhelmsen
Chief People
Officer
Carolyn joined the Group in August 2019 as
Chief Legal and Policy Officer, and was appointed
as Chief Trust Officer in January 2021.
Prior to this, Carolyn was the Chief Legal Officer
at Skyscanner, where she oversaw corporate
development, legal, public affairs and
corporatecommunications. Following the
acquisition of Skyscanner by Ctrip.com
International Limited, Carolyn managed the
integration and transformation of Skyscanner
tobeing part of aNASDAQ listed company
andwas appointed as head of international
M&A and corporate development for Ctrip.
Carolyn has held senior business and legal roles
across a number of international technology
companies, giving her a broad knowledge of the
business, regulatory and legal environment in
which Trustpilot operates.
Carolyn is Chair of the Trust & Transparency
Committee and a member of the Disclosure
Committee.
Tim joined Trustpilot in February 2021 as
ChiefOperating Officer.
Prior to joining Trustpilot, Tim held several senior
roles at OLX Group, including Chief Executive
Officer for Europe and Central Asia, and Chief
Executive Officer of OLX Markets, and was a
Senior Director at eBay.
Tim started his career at the Boston Consulting
Group and holds a degree in Engineering from TU
Berlin, and an MBA from the University of Vermont.
Carolyn Jameson
Company
Secretary and
Chief Trust Officer
Tim Hilpert
Chief Operating
Officer
Trustpilot
Annual report 2022
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103
3.Governance1.Overview
Executive Leadership Team continued
Alicia joined Trustpilot in October 2021 as Chief
Marketing Officer and is responsible for building
Trustpilot’s global brand and driving growth.
Alicia is also responsible for strategic
technology partnerships to deliver customer
benefits through product integrations. Prior to
Trustpilot, Alicia built world-class business and
technology brands at Intuit, Sage, Western
Union and Symantec. Her experience includes
global and regional leadership in the USA and
Europe, leading both marketing and sales.
Ben joined Trustpilot in January 2023 as Chief
Product Officer. He leads the Product and
Design teams to define the product strategy,
and drive innovation for business subscribers
and consumers.
Ben has a proven track record of innovation
for high-growth businesses. He created BBC
iPlayer, LOVEFiLM on demand, which was
acquired by Amazon to become the foundation
of Prime Video, and DAZN, the ‘Netflix’ for sport.
Most recently he was at Sky where he led the
redesign of NOW.
Mieke joined Trustpilot in May 2022 as Chief
Commercial Officer. She leads Sales, Customer
Success and Commercial Partnerships and is
responsible for developing and delivering
Trustpilot’s global commercial strategy.
Mieke has a track record of transforming and
growing global technology businesses, with
specific expertise in Asia-Pacific from her role at
Amadeus IT, Expedia Group and Philips. She
has led product, marketing and commercial
teams across multiple countries in Asia-Pacific,
Europe, Latin America and USA.
Mieke De
Schepper
Chief Commercial
Officer
Alicia Skubick
Chief Marketing
Officer
Ben Lavender
Chief Product
Officer
Selim joined Trustpilot in September 2022
as Chief Technology Officer. He leads the
Engineering, and Data, Analytics & Architecture
teams, who work in collaboration with the
Product & Design team to solve problems
for businesses and consumers.
Selim joined Trustpilot from Hopin, the event
technology platform, and has held CTO and VP
Engineering roles across Europe and the US,
notably OLX Group, Instaply, Viadeo and Figaro.
Selim has a Masters Degree in Distributed
Computing from Paris-Sud University.
Selim Dogguy
Chief Technology
Officer
Trustpilot
Annual report 2022
2.Strategic report 4.Financial statements
104
3.Governance1.Overview
Purpose, values and culture
Trustpilots
purpose is to
help people and
businesses help
each other...
Trustpilot’s purpose is to help people and businesses help
each other — because when they do, people benefit,
businesses benefit, and tomorrow’s society benefits too.
This purpose drives our strategy and is integral to the
Group’s culture and values. Our purpose sums up why we do
what we do and shines through in the way we do it – from
the products and features we build and the way in which we
manage our relationships with our stakeholders.
The Board leads and oversees the Group’s culture and seeks
to ensure that it is aligned with our purpose, values and
strategy for the benefit of all stakeholders. In 2022, the Board
had a particular focus on various aspects of our workforce,
including people strategy, culture, diversity, equity and
inclusion, and employee engagement.
The Board assesses and monitors the culture of Trustpilot
by receiving and considering:
direct feedback from the workforce via Board workforce
engagement sessions;
regular feedback from the Non-Executive Director
responsible for workforce engagement on matters of
importance to Trusties;
regular reports and feedback from management,
particularly the Chief Executive Officer and the Chief
People Officer;
feedback on internal employee satisfaction surveys; and
reports on whistleblowing, compliance and confidential
misconduct.
The Company’s values are a powerful driver of our culture,
and guide how we behave, make decisions, and approach
all that we do. The 2021 Board evaluation indentified a
number of areas of focus for the Board in 2022, including a
review of culture across the business. During the year, the
Board encouraged management to continue its drive to
better understand the workforce and promote a culture of
success and high achievement.
In September 2022, the Board undertook an evaluation of
the culture at Trustpilot, to understand progress on the work
being done by management in response to the Board’s
challenge. This included establishing a culture task force to
define and embed minimum standards, a series of culture-
focused workshops for managers and the launch of a
high-performance management structure.
The Board and senior management embrace the Company’s
values, and lead by example. Further information on the
Group’s culture, values and leadership development can be
found on pages 87 to 93 of the Strategic report.
Board and stakeholder engagement
The Board recognises its responsibility to engage with
key stakeholders and their importance to the long-term
sustainable success of the Group. In accordance with
section 172 of the Companies Act 2006 and the UK
Corporate Governance Code, the Board considers the
potential impact on the Company’s key stakeholders and
takes their views and interests into account in its decision-
making. The Company’s statement on section 172 of the
Companies Act 2006 and page references for additional
information on each section 172 matter can be found on
page 94.
The Board reviewed and approved the Group’s ESG
materiality assessment in February 2022 and has continued
to oversee progress on the Group’s ESG strategy. Further
information on Sustainability at Trustpilot, including
information on our ESG strategy, can be found on pages 79
to 85.
A summary of the Board’s engagement with the Company’s
key stakeholders is set out on pages 106 and 107.
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3.Governance1.Overview
Purpose, values and culture continued
Stakeholder Engagement during the year Effect on the Board’s decision-making
Employees
The Senior Independent Director, Angela Seymour-Jackson, is the Non-Executive Director responsible for workforce engagement.
The Non-Executive Directors’ workforce engagement programme was regularly reviewed by the Board. Led by the Senior
Independent Director and the Chief People Officer, the Board discussed the effectiveness of the sessions and the feedback received
from the workforce. Five dedicated workforce engagement sessions, including informal Q&A and feedback, were held during the
year, these included:
Two meetings with the Trusties in Color, an employee resource group (ERG) representing the diverse ethnic, racial and cultural
backgrounds of Trustpilot employees.
A meeting with Trustpilot Women in Leadership, an ERG which aims to balance gender representation in Trustpilot’s leadership.
A meeting with Trustpilot Pride and Allies, an ERG supporting and celebrating the LGBTQIA+ employee community.
A meeting with the Global Leadership Group (GLG) on how executive remuneration aligns with the Company’s wider pay policy.
The GLG is a group comprising the ELT and four further levels of leadership below the ELT, in addition to those considered to be
influential in the business. This group touches every corner of the business and provides support in cascading messages from
the ELT to the wider workforce.
The Chief People Officer regularly updated the Board on key people matters, including recruitment, retention, DEI, key people
initiatives and the results of employee engagement surveys.
The Audit Committee supported management in its improvements to the Group’s whistleblowing procedures. The Audit Committee
also considered reports on whistleblowing and any incidents of confidential misconduct and provided feedback to the Board.
The CEO, CFO and other members of the ELT hosted regular ‘All Hands’ and ‘Ask me anything’ sessions with the workforce.
The‘All Hands’ meetings provided employes with updates on matters including Company strategy and performance. The format
ofthe meetings offered employees the opportunity to ask questions on matters of concern to them, these included questions on
general business matters, strategy, objectives, and executive and workforce remuneration, including the alignment of executive
remuneration with the Company’s wider pay policy for the workforce.
The Remuneration Committee considered the Group’s total reward philosophy, including the benefits and reward structure for
theworkforce.
The Board supported management in key people initiatives during the year including the launch of the Group’s DEI strategy which
focused on sponsorship and support from the ELT for key DE&I focus areas.
The Board and committees undertook several workforce-related evaluations during the year including people, culture, DEI,
workforce remuneration and benefits, succession planning, and the talent pipeline.
The workforce engagement programme has provided the
Non-Executive Directors with a deeper understanding of matters
of importance to the workforce and the opportunity to hear from
Trusties at all levels so that they can advise, support and provide
constructive challenge to the ELT. It has also provided an
opportunity for the Board to reinforce key messages on the
Company’s culture, values, mission and strategy.
The Board considered the Company’s talent pipeline following
feedback from Trustpilot Women in Leadership ERG.
Feedback received from the GLG on the link between executive
and wider workforce remuneration was taken into consideration in
the Remuneration Committee’s discussions on remuneration
for2023.
Feedback from the workforce on the importance of DEI matters
led to the sponsorship of DEI focus areas by ELT members and
the scheduling of quartlery Board discussions on DEI.
The Audit Committee supports and challenges management
on the management of whistleblowing and misconduct reports,
and encourages management in identifying any key trends for
further investigation.
By receiving feedback from the workforce, the Board is more
effective in its decision-making, taking into account the views,
concerns and needs of the workforce.
The Board considered key issues raised from employee
feedback and challenged management on its response.
The Board undertook a number of evaluations, including people
and culture, succession planning, the talent pipeline, and
employee trend analysis.
The Board was better able to understand the key DEI focus
areas and oversee and challenge management about its
progress on DEI strategy.
Investors
The CEO, CFO and the Head of Investor Relations met with investors and analysts on an ad hoc basis during investor conferences,
at the Capital Markets Day in June, and also during the results roadshows which followed the full and half-year results in March and
September. Feedback from each event was provided to the Board.
The Head of Investor Relations regularly engaged with analysts and investors, and provided feedback in his reports and presentations
to the Board. Investor Relations reports to the Board also included input from the Company’s corporate advisors, including information
on changes to the share register, valuation and performance relative to the peer group.
The Chair and Senior Independent Director met with key shareholders in May 2022 to discuss a range of topics, including
succession planning, strategy, growth and profitability.
Several of the Non-Executive Directors attended the Capital Markets Day in June 2022 to meet with investors.
The Company’s corporate advisors were invited to present to the Board on several occasions, covering topics such
as defence considerations and macro market trends, among other relevant subjects.
Feedback and guidance from investor bodies was shared with the Board and relevant Board committees, this included guidance on
executive remuneration to the Remuneration Committee and information on corporate reporting, including TCFD, to the Audit
Committee.
The Company’s first AGM in May 2022 was held as a ‘hybrid meeting’ which offered shareholders the opportunity to join the
meeting and vote both online and in person.
Feedback from these meetings helps the Board to better
understand the views of shareholders.
The Board took into consideration investor sentiment in relation
to diversity on the Board and in the talent pipeline in its review
and approval of the Group and Board Diversity, Equity and
Inclusion Policies.
The Board considered feedback from investors in overseeing
management’s progress on the Group’s ESG strategy.
The Remuneration Committee considered the views of investors
when preparing the Directors’ Remuneration report and in setting
remuneration targets for 2023.
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3.Governance1.Overview
Purpose, values and culture continued
Stakeholder Engagement Effect on Board’s decision-making
Customers
The Board received updates on customer relationships and feedback through Board reports from the CEO, CFO and COO.
The COO presented deep-dives on key customer matters during the year.
Regular Board reports were provided with information on key metrics, including the number of reviews*, progress on automated
review invitations, reviewed and claimed domains* and subscribing customers*. The reports also provided key insights into content
integrity, including analysis on the number of flagged reviews, reporting reasons and customer service metrics.
The Board received updates on the Company’s TrustScore and feedback received from customers.
The Board has supported management in its drive to
reduce the number of fake or misleading reviews online,
and in its efforts to automate processes on the platform to
further improve the integrity of the site.
The Board has an increased understanding and awareness
of the needs of customers.
The Board oversees the publication of the Group’s
Transparency Report which can be found on the Company’s
website, uk.trustpilot.com/trust.
Consumers
The Board received updates on the Group’s consumer product strategy.
The Chief Trust Officer provided the Board and the Trust & Transparency Committee with updates on consumer verification
processes and procedures, and progress on initiatives to reduce the number of fake or misleading reviews.
The Board received regular updates on progress with respect to proactive litigation in relation to fake or misleading reviews.
The Board has an increased understanding and awareness of
the needs of consumers and has supported management in
the development of the platform.
The Board has supported management in its initiatives to
take action against businesses who seek to mislead
consumers with false reviews.
Civil society /
communities
The Board received updates on management’s activities and initiatives including interactions with non-governmental organisations
and associations of relevance to the Company.
The Board has a wider understanding of the key areas of
focus of the non-governmental organisations and
associations, and takes these into consideration in its
decision-making.
Government
and
regulators
A report from the Chief Trust Officer, including updates on upcoming regulation and proposed legislation or legislative changes that
might affect the business is tabled at each Board meeting The report also provided updates on any relevant government or regulator
interaction.
The Board received updates on the work of the Head of Public Affairs, and their engagement with government bodies and
regulators.
Feedback on engagement with governments and regulators
helps the Board to understand the wider environment in
which the Company operates.
The Board supports and encourages management in its
efforts to increase trust and transparency online.
* Key performance indicator – further detail can be found on pg 43.
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3.Governance1.Overview
Division of responsibilities
The role of the Board
The Board is responsible for the long-term sustainable
success of the Company for the benefit of shareholders and
other stakeholders. The Board has responsibility for the
overall leadership of the Company and setting the
Company’s purpose, values and strategy, and ensuring that
these, and the Company’s culture, are aligned.
The Board delegates certain responsibilities to the Board
committees. The Terms of Reference of each of the Board
committees is available on the Company’s website,
investors.trustpilot.com, and information on their principal
activities is included within the reports of each committee
referenced above. The Schedule of Matters Reserved for the
Board is reviewed and approved by the Board on an annual
basis, and is available on the Company’s website, investors.
trustpilot.com.
The reserved matters include:
Approval of the Group’s strategic aims and objectives.
Establishing the Company’s purpose, values and strategy,
and ensuring that they are aligned with the Company’s
culture.
Approval of the Group’s key financial results and
communications.
Overseeing the Group’s systems of risk management and
internal control.
Approval of material capital projects and contracts.
Changes to the size, structure and composition of the
Board and its committees.
Approval of key policies and procedures.
The Board
Audit Committee
See pages 119 to 128
Remuneration
Committee
See pages 131 to 144
Nomination
Committee
See pages 114 to 118
Trust & Transparency
Committee
See pages 129 to 130
Disclosure Committee
Responsible for monitoring the existence of inside information and ensuring that the
Company complies with its disclosure obligations.
Executive Leadership Team
Responsible for the day-to-day management of the Group.
Governance framework
Our governance framework assists the Board in effective decision-making and in its oversight of the Group and its operations.
In 2022, the Board held seven formal meetings and a
two-day offsite strategy meeting in October 2022. Details of
Directors’ attendance at Board and committee meetings can
be found on page 102.
To facilitate independent discussion, the Chair meets the
Non-Executive Directors either prior to or after formal Board
meetings, without management present. The Company
Secretary liaises with the Chair well in advance of Board
meetings to ensure that Board meeting agendas provide
sufficient time for key matters to be considered. Board
agendas are prepared alongside an annual planner which
ensures that key matters are considered at appropriate times
during the year whilst providing additional time for ad hoc
items and evaluations to be provided to the Board. Meeting
agendas typically include reports from the CEO on
operational performance, the CFO on financial performance
and the Chief Trust Officer on trust matters, in addition to
detailed evaluations of key issues. A summary of the Board’s
key activities is set out on page 112.
Board papers are released to the Board via a secure online
portal well in advance of Board meetings. During the year,
management has continued to work on improvements
to the quality of Board papers in order to best support the
Board’s decision-making. This has included an online
workshop for those involved in the preparation of Board
and committee papers.
Senior management and external advisors are regularly
invited to Board meetings to present agenda items within
their areas of expertise.
As at 20 March 2023, the Board comprises the Chair, two
Executive Directors and seven Non-Executive Directors.
A summary of their responsibilities is set out on the
followingpage.
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3.Governance1.Overview
Chief Financial Officer – Hanno Damm
Responsible for strategic financial leadership.
Oversees the day-to-day management of the
Group’s financial affairs.
Implements the Board’s decisions with respect
to finance matters.
Supports the Chief Executive Officer in the
implementation of the Group strategy.
Non-Executive Directors
Bring experience and expertise to the Board.
Provide constructive challenge to management.
Promote high standards of corporate governance.
Enhance Board debates and decision-making
by bringing external perspectives to the table.
Monitor the delivery of Group’s strategy by the
Executive Leadership Team.
Ensure that the Group’s systems of risk
management and internal control are robust.
Monitor the integrity of the Group’s financial reporting.
Oversee the performance of the Executive Directors
in meeting their agreed goals and objectives.
Engage with key stakeholders where appropriate
and provide feedback to the Board.
Senior Independent Director – Angela
Seymour-Jackson
Acts as a sounding board for the Chair and
supports the delivery of the Chair’s objectives.
Supports the Chair in the Board evaluation
process and leads the evaluation of the Chair
on behalf of the other Directors.
Supports the Nomination Committee in the Chair
succession process.
Serves as an alternative contact for other Directors
and shareholders for queries that are not resolved
by the Chair, Chief Exectuive Officer or Chief
Financial Officer.
Company Secretary – Carolyn Jameson
Ensures that Board procedures are complied with
and advises the Board on all governance matters.
Supports the Chair, and helps the Board and its
committees to function effectively.
Assists the Chair in ensuring that the Board is
provided with information in a timely manner.
Facilitates the induction of Board Directors and
arranges ongoing training for Board Directors.
Division of responsibilities continued
Chair – Tim Weller
Leads the Board and is responsible for its overall
effectiveness.
Shapes the culture of the boardroom, and
promotes a culture of openness and debate while
demonstrating objective judgement.
Sets the Board’s agenda and ensures that relevant
issues are reserved for the Board’s consideration.
Demonstrates ethical leadership and promotes the
highest standards of integrity, probity and
corporate governance.
Sets clear expectations for Board discussions
and facilitates the effectiveness of Board Directors
and the overall Board.
Chief Executive Officer – Peter Holten
Mühlmann
Responsible for the executive management of the
Group, with support from the Chief Financial
Officer and senior management.
Develops and implements the Group’s strategy,
as agreed by the Board.
Leads communications with shareholders and
other stakeholders.
Sets an example to the Group’s workforce and
other key stakeholders and communicates
expectations in respect of the Company’s culture.
Facilitates and supports strong communication
between the business and the Board.
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3.Governance1.Overview
Division of responsibilities continued
Director independence, election and re-election
to the Board
Each of the Non-Executive Directors, with the exception of
Ben Johnson and Mohammed Anjarwala, is considered to be
independent within the meaning of the Code and free from
any business or other relationship that could materially
interfere with the exercise of their independent judgement.
The Board evaluation for each Director and the Company’s
Conflicts of Interest Register help to inform the assessment
of the independence of the Non-Executive Directors.
Additional safeguards are in place to support Director
independence, including a formal system to deal with conflicts
of interest and the division of responsibilities between the Chair,
Senior Independent Director, Chief Executive Officer, Chief
Financial Officer, and Non-Executive Directors.
The independence of the Non-Executive Directors was
reviewed by the Board prior to Admission and the outcome
of that review was disclosed in the Prospectus. The Board
reconsidered and confirmed the independence of the
Non-Executive Directors in 2022 and again in February 2023.
In considering the independence of Angela Seymour-Jackson,
the Board had regard to the fact that she had been granted
warrants in Trustpilot A/S, which were subsequently replaced
with warrants over 546,000 ordinary shares in the capital of
the Company as part of the IPO restructuring. During the year,
Angela exercised 292,500 legacy warrants and, at the
year-end, Angela held 295,480 ordinary shares and 253,500
warrants, comprising 156,000 vested and 97,500 unvested
warrants, together representing 0.13% of the Company’s
issued share capital at the year-end and also at 20 March
2023. Subsequently, 97,500 warrants have vested and Angela
no longer holds any unvested warrants. Notwithstanding her
holdings, the Board remains satisfied that she is independent,
taking into account her independence of character,
judgement and ability to hold management to account. Since
the Board’s confirmation in February 2023, nomatters have
arisen to further impact this assessment.
Mohammed Anjarwala and Ben Johnson represent
shareholders of Trustpilot Group plc and are not considered
to be independent. Ben and Mohammed were each appointed
under Board appointment rights agreements in February
2021, having been directors of Trustpilot A/S from 2015 and
2019, respectively. Mohammed represents Sunley House
Capital Management and Ben represents Vitruvian Partners.
In respect of the Chair, the Code recommends under
provision 9 that, on appointment, they should be
independent when assessed against the circumstances
set out in provision 10 of the Code. Accordingly, the Board
determined prior to Admission that Tim Weller was
independent on appointment notwithstanding his holding
of ordinary shares and warrants over ordinary shares in the
Company, amounting to a total of 1.51% of the Company’s
issued share capital immediately prior to Admission (and
representing 0.65% at the year-end and also at 20 March
2023). In making its determination, the Board took into
account the fact that the shares and warrants had been issued
to him by Trustpilot A/S in respect of his services to Trustpilot
A/S (including preparing and bringing the Group to
Admission), which were subsequently replaced with shares
and warrants in the Company prior to Admission in
connection with the Group’s restructure, as well as the value
of the shares and warrants not being material when
considering his overall net worth and the percentage of the
issued share capital involved. The Board also considered
factors such as his independent and objective character, the
judgement displayed by him since his appointment as Chair of
both Trustpilot A/S and the Company, and his general
reputation for independence in the market.
Prior to the appointment of Zillah Byng-Thorne as Deputy
Chair, the Board considered Zillah’s independence, including
her cross-directorship with Angela Seymour-Jackson in
respect of Future plc. Notwithstanding provision 10 of the
Code, the Board agreed that, due to the nature of the
relationship between Zillah and Angela, and their
independent and objective characters and, in the case of
Angela, the judgement and objectivity displayed in her role
as Senior Independent Director of the Company to date,
that both Zillah and Angela were independent.
In considering independence in respect of Zillah’s historic cross-
directorship with Joe Hurd in their roles as directors of GoCo
Group plc (acquired by Future plc in March 2021), the Board
agreed that, given Joe’s objective judgement displayed to date
in his role as a Non-Executive Director of the Company, and
taking into consideration the historical nature of his relationship
with Zillah, that both Zillah and Joe were independent and the
historical cross-directorship did not affect their independence,
nor did it amount to a conflict of interest.
Further information on the matters taken into consideration
in relation to Zillah’s appointment to the Board are set out on
pages 115 to 117 of the Nomination Committee report.
Non-Executive Directors are appointed for a fixed term of
three years subject to annual re-election by shareholders.
The Non-Executive Directors’ fixed term can be extended
and would not usually be extended beyond nine years
other than in exceptional circumstances. The letters of
appointment of the Non-Executive Directors, and the service
contracts for the Executive Directors, are available for
inspection at the Company’s registered office and will be
on display at the AGM. Further information on the
appointment and replacement of Directors can be found on
page 145.
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3.Governance1.Overview
Division of responsibilities continued
Zillah Byng-Thorne will succeed Tim Weller as Chair of the
Board on 3 April 2023. Each of the Directors, other than
TimWeller, will submit themselves for either election or
re-election by shareholders at the AGM. In considering the
election and re-election of each of the Directors, the Board
has taken into consideration the results of the Board
evaluation, the experience and skills of the Directors and
theircommitment to the role (including time for Board and
Committee meetings and other duties). The Board considers
that the election and re-election of each of the Directors,
other than Tim Weller, who will not be submitting himself
forre-election at the AGM, is in the best interests of the
Company.
Further information on the tenure, skills and
experience of the Directors can be found on pages 100
to102.
External appointments
The letters of appointment of the Non-Executive Directors
recommend a minimum time that each Director is required to
commit to their role and, prior to appointment, Directors are
required to confirm that, taking into account all of their other
commitments, they are able to allocate sufficient time to the
Company. Prior to accepting additional commitments that
might affect the time that they are able to devote to the
Company, Directors are required to seek the agreement of
the Chair. We monitor the external directorships held by our
Directors to ensure that our Directors remain compliant with
the shareholder advisory groups’ guidance on ‘overboarding’
and to satisfy ourselves that Directors’ additional
appointments will not adversely impact their time
committment to Trustpilot.
In line with Provision 15 of the Code, in recommending
Zillah’s appointment to the Board, the Nomination Committee
took into consideration Zillah’s other time commitments and
considered whether she would have sufficient time to meet
her Board responsibilities as Deputy Chair. At the time of
considering her appointment to the Board, Zillah was the
CEO of Future plc, a Non-Executive Director of Flutter
Entertainment PLC and Senior Independent Director of THG
plc. During the recruitment process, the Board was reassured
that Zillah was in the process of re-evaluating her portfolio of
appointments which would provide additional capacity for
her to dedicate sufficient time to her role as Deputy Chair of
the Company.
In September 2022, Future plc announced that Zillah would
step down as CEO by the end of 2023 and, on 15 September
2022, Zillah stepped down from her Non-Executive Director
role at THG plc.
On 1 November 2022, Zillah Byng-Thorne was appointed as
a Non-Executive Director of Norwegian Cruise Line Holdings
Ltd. The Board considered and approved this additional
commitment, having taken into consideration Zillah’s plans
to step down from from her roles at Future plc and Flutter
Entertainment PLC, and was confident that Zillah would be
able to continue to devote the appropriate time to her role on
the Board of Trustpilot, and that the role would not give rise
to a potential conflict of interest.
Zillah stepped down from her Non-Executive Director role at
Flutter Entertainment plc on 31 January 2023 and, on 22
February 2023, it was announced that she would step down
from her role as CEO of Future plc on 31 March 2023. When
assessing additional external appointments, the Board
considers the number of directorships already held by an
individual and the time commitment expected in those roles.
Each of the Directors on the Board has confirmed that they
have been able to allocate sufficient time to discharge their
responsibilities effectively.
Conflicts of interest
A formal system is in place for Directors to declare a conflict,
or potential conflict of interest. Conflicts of interest are
considered at the start of each Board and committee
meeting, and the Conflicts of Interest Register is updated as
soon as the Board is made aware of a situation that could
give rise to a conflict or potential conflict of interest. The
Conflicts of Interest Register is formally reviewed by the
Nomination Committee each year. In addition to monitoring
the Directors’ conflicts, or potential conflicts of interest, a
Related Party Transactions Policy is in place under which the
Company maintains a list of related parties for each of the
Directors. The Board is satisfied that all conflicts and
potential conflicts have been managed appropriately.
In considering the appointment of Zillah Byng-Thorne as
Deputy Chair, the Board considered whether there was a
conflict of interest with Angela Seymour-Jackson’s
involvement in the recruitment process as a member of
theNomination Committee. The Board agreed that the
recruitment process was being run fairly and objectively, the
full Nomination Committee and the Board was involved in
theprocess and objective criteria were being applied in the
candidate selection process. In order to minimise the risk of
any conflict of interest, Angela Seymour-Jackson did not
take part in the final discussion and decision-making of the
Nomination Committee in making its recommendation to
theBoard.
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3.Governance1.Overview
The key activities of the Board during the year ended 31 December 2022 are set out below:
Key Board activities during the year
Strategy
Reviewed and approved the Group’s long-term strategy
Undertook evaluations of product developments and strategy
Undertook reviews of sales performance across the Group
Undertook a two-day deep-dive on Company strategy
Received updates on progress with the Company’s brand
and marketing campaigns
Discussed, developed and agreed the Company’s ESG
strategy and monitored progress
Further information on the Group’s strategy can be found on pages 38 to40
Trust & Transparency
Reviewed reports on progress against key content integrity
objectives
Received reports on litigation including progress on
proactive litigations
Reviewed management’s progress and innovation in the
detection of false and misleading reviews
Considered updates on key legal and regulatory matters of
interest to the Group
Further information on the Group’s work in relation to promoting trust online
can be found on pages 22-24, 38, 80 and 81. Information on the work of the
Trust & Transparency Committee can be found on pages 129 and 130
Performance
Approved the Group’s full year results to 31 December 2021
and the 2021 Annual Report
Approved the half-year results to 30 June 2022
Approved the Group’s trading updates
Reviewed the Group’s financial performance and forecasts
Undertook a detailed evaluation of the Company’s overall
financial health
Considered and approved the budget and three-year outlook
Received updates on the Group’s commercial and sales
performance
Considered reports from the CEO and CFO on the
performance of the business
Considered the impact of the wider economic environment
on the Group’s customers and consumers
Received a 100-day report from the Chief Commercial Officer
Received regular updates on key metrics including people
metrics, brand metrics, consumer metrics and product metrics
Further information on the Group’s performance can be found on pages 5
to96
Risk management
Considered and approved the Group’s risk appetite and
principal risks
Assessed the effectiveness of the Group’s systems of risk
management and internal control
Approved the adoption of a going concern basis of
accounting in preparing the Group’s half and full year results
Approved the Viability Statement disclosed in the 2021
Annual Report
Discussed defence matters with the Company’s brokers
Considered the Company’s plans for consistency with TCFD
reporting
Further information on how the Group manages risk can be found on pages
65 to 78
Stakeholders
Considered the Group’s People Plan and regular reports on
key people metrics and trends, including feedback from
employee surveys
Received talent strategy updates from the Chief People Officer
Approved the Group’s workforce engagement framework
Considered investor and analyst feedback from the Head
ofInvestor Relations and the Group’s corporate brokers
Received updates from the Company’s brokers on
marketsentiment
Received an update on consumer experience including a
live demonstration of the Company’s mobile app
Discussed, developed and approved the Group’s ESG strategy
Considered and approved the Group’s Modern Slavery
Actstatement
Undertook a detailed assessment on employee engagement
including across the organisation and employee feedback
Undertook an evaluation of culture and diversity, equity and
inclusion (DEI) across the organisation, including the
approval of the Board and Group DEI policies
Page 94 provides references to where further information on the Group’s
stakeholders can be found, and information on the Board’s engagement
with key stakeholders can be found on pages 105 to 107
Governance
Considered guidance issued by institutional investors
Reviewed and approved the Directors’ register of interests
Considered updates from the Chairs of the Board
committees on key matters from committee meetings
Considered and approved the appointment of Zillah
Byng-Thorne as Deputy Chair
Endorsed appointments to the Executive Leadership Team
Reviewed and approved key policies and procedures
including the Code of Ethics, Anti-Bribery and Corruption
Policy and Share Dealing Code
Reviewed the findings of the 2022 Board effectiveness
review and agreed actions for 2023
Considered and approved the Terms of Reference for the
Board committees and the Schedule of Matters Reserved
for the Board
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3.Governance1.Overview
The Board comprises the Chair (who was independent on
appointment), five independent Non-Executive Directors, two
shareholder nominated Non-Executive Directors and two
Executive Directors. Biographies of each of the Directors,
including information on their skills, tenure and committee
membership can be found on pages 100 to 102. Further
information on the roles of the Chair and other members of
the Board can be found on page 109. Zillah Byng-Thorne
joined the Board as Deputy Chair on 1 October 2022 and
was appointed as Chair Designate on 11 January 2023. As
announced on 24 February 2023, Zillah will succeed Tim
Weller as Chair of the Company on 3 April 2023, and Tim will
not seek re-election as a Director at the AGM on 23 May
2023. Further information on Zillah’s recruitment and
induction is set out on pages 115 to 118 of the Nomination
Committee report.
The Nomination Committee regularly reviews the structure,
size and composition of the Board and its committees, and
makes recommendations to the Board on any changes. The
Nomination Committee also oversees succession planning
for the Board and the Executive Leadership Team. Further
information on the work of the Nomination Committee in this
regard can be found on pages 114 to 118.
The 2022 evaluation of the Board and Board committees was
facilitated by the Company Secretary in consultation with the
Chair of the Board and the Chairs of the Board committees.
A summary of the evaluation process is set out opposite.
Further information on the Board committee evaluations can
be found in the respective Board committee reports in this
Annual Report.
The 2022 Board evaluation confirmed that the Board and its
committees continued to be effective and were functioning
well. The Board discussed the results of the Board evaluation
at its meeting in December 2022 and agreed areas of focus
for 2023, including a continued focus on driving profitable
growth and monitoring the delivery of the Group’s strategy.
These focus areas were factored into planning for the Board
Board and
committees
Questionnaires issued for completion – November 2022
Evaluation process approved and online questionnaires circulated.
Responses evaluated – November 2022
Responses collated and anonymised prior to sharing with the Chair of the Board and
Board committee Chairs.
Actions agreed for 2023 – December 2022
The results of the Board and committee evaluations and areas of focus for 2023 were
discussed and approved.
Chair
Feedback gathered – January 2023
The Senior Independent Director requested feedback on the Chair’s performance from
each of the Directors.
Results discussed – January 2023
The Senior Independent Director met with the Directors to provide an anonymised
summary of feedback on the Chair and agreed suggestions for further improvement.
Feedback provided – February 2023
The Senior Independent Director met with the Chair to provide a summary of feedback
relating to his performance and agreed actions.
Individual Directors
Review of performance – March 2023
The Chair met with individual Directors to discuss their performance.
Composition, succession
and evaluation
Board evaluation
and committee meetings for 2023, including a dedicated
strategy session in March 2023. The Chair confirmed that,
following formal performance evaluation, all Directors were
considered to be effective and had demonstrated full
commitment and time to their roles. During 2023, we will
engage an external adviser to facilitate the next evaluation of
the Board and its committees.
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3.Governance1.Overview
Nomination Committee report
I am pleased to present the Nomination Committee report for
the year ended 31 December 2022. This report provides a
summary of the key activities and areas of focus of the
Committee during the year. The Committee has held five
meetings to 31 December 2022 and one meeting during
2023, prior to the publication of this Annual Report. I was
appointed as Chair of the Committee with effect from
1December 2022 and look forward to helping to shape the
composition of our Board and committees going forward.
Areas of focus in 2022
One of the key activities of the Nomination Committee during
2022 was the search for a Deputy Chair of the Board. The
search process was led by Angela Seymour-Jackson, our
Senior Independent Director, with the support of the full Board.
Further information can be found on pages 116 and 117.
In August 2022, the Committee received a briefing from
management on diversity, equity and inclusion (DEI) across
theGroup, including efforts to further integrate DEI in the
business. The Committee was pleased to review, and
recommend to the Board, the Group and Board Diversity,
Equity and Inclusion Policies, and encouraged the ELT in its
sponsorship of key DEI areas. Further information can be
found on pages 117 and 118.
The Committee evaluation undertaken in 2021 highlighted the
need for the Committee to focus on improving the visibility of
the talent pipeline and succession planning for the ELT. The
Committee has considered succession planning for the ELT
twice during 2022. At its December meeting, the Committee
considered succession planning for the Non-Executive
Directors and agreed that, as I had recently been appointed as
Chair of the Committee, a further discussion would be held
during 2023 to provide time to reflect on the Board as a whole,
and to consider how the Committee might shape the Board for
the future.
Committee members
Zillah Byng-Thorne (joined the Committee on
1October 2022 and succeeded Tim Weller as
Chair of the Committee on 1 December 2022)
Tim Weller (Chair of the Committee to
30November 2022)
Joe Hurd
Rachel Kentleton
Angela Seymour-Jackson
Committee key duties
The key responsibilities of the Committee include
oversight of the following:
Succession planning for the Board and
management
Board structure, size and composition
Director induction
Identification and nomination of candidates for
appointment to the Board
Diversity, Equity and Inclusion
The Committee’s Terms of Reference can be found
on the Company’s website, investors.trustpilot.com.
Areas of focus for 2023
Board and committee composition and succession
planning
Oversight of DEI including considering targets and
objectives for DEI matters
5 5
Committee
members
Committee
meetings
I hope that you find this report useful in understanding the
work of the Committee, and I welcome any feedback from
shareholders in relation to the Committee and its activities.
Zillah Byng-Thorne
Chair of the Nomination Committee
20 March 2023
Zillah Byng-Thorne
Chair of the Nomination Committee
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3.Governance1.Overview
Nomination Committee report continued
Nomination Committee cycle
The Committee’s planned annual cycle is set
out below. Additional meetings and items for
the Committee’s consideration are added to
the annual planner as required during the year.
February
Review of succession planning for
theNon-Executive Directors and
management, including the
talentpipeline
Review of the Nomination
Committeereport
Review of the Committee’s Terms
ofReference
Review of the Register of Conflicts
ofInterest
Review of the Board’s composition
Consider the results of the Chair
performance evaluation
Review the results of the Committee
evaluation and agree areas of focus
Review the annual time commitment
forthe Non-Executive Directors
August
Review and approve the Board
Diversity Policy and targets
Agree overboarding principles
Review of the Director induction
programme
Composition of the Committee and attendance
The Committee comprises Zillah Byng-Thorne (Chair of the
Committee from 1 December 2022) and four Independent
Non-Executive Directors, Tim Weller, Angela Seymour-
Jackson, Joe Hurd and Rachel Kentleton. Zillah Byng-Thorne
joined the Board on 1 October 2022 and succeeded Tim
Weller as Chair of the Committee on 1 December 2022. The
Company Secretary, Carolyn Jameson, is Secretary to the
Committee. Other attendees of the Committee meetings
include senior management who are invited to attend
meetings to present on specific areas of interest for the
Committee. At the Committee’s meeting in February 2022, the
Global Head of People and Organisational Growth presented
on succession planning for the Executive Leadership Team,
and the Global Diversity, Equity and Inclusion Lead attended
the Committee meeting in August 2022 to present the Group
and Board Diversity Policy for consideration.
Biographies of the Nomination Committee members can be
found on pages 100 to 102.
Meetings
The Committee meets routinely twice per year. Three
additional meetings were held during the year to discuss
succession planning for the Chair. Details of attendance at
the Committee’s meetings during 2022 can be found on
page102. The Chair reports any key matters discussed at
meetings of the Committee to the Board. An agenda is
prepared in advance of each meeting and is reviewed by
theChair of the Committee.
Committee evaluation
The Committee undertook an internally led evaluation in
November 2022. The evaluation gathered feedback from
Committee members on areas including the composition of
the Board and its committees, succession planning, diversity,
the talent pipeline and the annual Board evaluation process.
The evaluation concluded that the Committee was
performing well and provided several areas for additional
focus during 2023, which are set out on page 114.
Priorities and activities during the period
The Committee’s key activities for the year ended
31December 2022 are summarised below:
Chair succession
Tim Weller was appointed as Chair of Trustpilot A/S in
February 2013 and has served more than 10 years with
theGroup. The Committee is mindful of Provision 19 of
theUK Corporate Governance Code (the “Code”) which
recommends that the Chair should not remain in post
beyondnine years from the date of their first appointment to
a board. The Committee considers that, for the purposes of
the Code, the nine-year time frame runs from the date of the
Company’s Admission in March 2021, when the Company
became subject to the Code, as opposed to Tim’s
appointment to Trustpilot A/S in 2013. Nevertheless, in
December 2021, the Committee discussed Tim’s time served
with Trustpilot since the date of Admission, and the need to
consider succession planning for the Board as a whole.
TheCommittee started to engage in a succession planning
process for the Chair role in December 2021 and on
15September 2022, we were delighted to announce that
Zillah Byng-Thorne would join the Board as Deputy Chair
on1 October 2022. To ensure a smooth handover of
responsibilities and to facilitate effective succession
planning, Tim agreed to remain on the Board following
Zillah’s appointment. In order for Zillah to lead the
Nomination Committee in shaping the future composition
ofthe Board, Zillah replaced Tim as Chair of the Committee
on 1 December 2022.
Zillah was appointed as Chair Designate on 11 January 2023
and, as announced on 24 February 2023, she will replace
Tim as Chair of the Board on 3 April 2023. Tim will not stand
for re-election as a Director of the Company at the AGM on
23 May 2023.
The Chair performance evaluation undertaken in January and
February 2023 confirmed that Tim continued to perform well
as Chair and we are grateful to Tim for his leadership of
theBoard.
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3.Governance1.Overview
Nomination Committee report continued
January to
February 2022
The Committee considered and reviewed executive search firms.
March 2022
The Up Group was appointed to assist with the recruitment process following a detailed
selection process.
A sub-committee of the Board was formed to act as the key decision-making body in
connection with the recruitment process.
April 2022
The Up Group met Board members to understand the Board’s requirements.
The sub-committee approved the job specification for the Chair role which was then
circulated to the full Board with a list of potential candidates to be approached.
April to June 2022
Initial interviews of candidates were performed by The Up Group and a short-list was
presented to the Committee.
Regular review meetings took place between The Up Group, the sub-committee, the
Chief People Officer and the CEO to consider potential candidates.
May to June 2022
Short-listed candidates were interviewed by the sub-committee.
August to
September 2022
Final stage interviews were conducted by the Board.
The Nomination Committee, chaired by Rachel Kentleton and attended by the remainder
of the Board Directors, met to discuss the preferred candidates. Angela Seymour-
Jackson, Tim Weller and the Executive Directors left the meeting prior to the decision-
making process.
The Board approved the appointment of Zillah Byng-Thorne as Deputy Chair.
Following Zillah’s appointment as Deputy Chair on 1 October
2022 she undertook a comprehensive induction programme,
further information on the induction programme can be found
on page 118.
Chair succession process
A sub-committee of the Board, comprising Non-Executive
Directors and led by Angela Seymour-Jackson, was formed
to act as the key decision-making body in connection with
the recruitment process. The executive search firm appointed
by the Company, The Up Group, is an active member of the
Association of Executive Search Consultants (AESC) and
signatories of the AESC diversity pledge, and the UK
Government Voluntary Code of Conduct for Executive
Search Firms in respect of diversity best practice. The Up
Group has no other connection with the Company or
individual Directors.
The key elements of the Deputy Chair profile included
experience of high-growth, international technology
environments including experience of supporting a significant
scaling journey, B2C or B2B technology company experience,
and the ability to support the Board in the delivery of the
Company’s strategy. It was also important for Trustpilot to
identify a purpose-driven candidate with high integrity who
would build on Trustpilot’s purpose, values and culture.
Following Zillah Byng-Thorne being identified as a potential
candidate, it was agreed that Angela Seymour-Jackson
would exclude herself from decision-making in relation to the
appointment to avoid any potential conflict of interest. During
the recruitment process, the Board was mindful of the following:
Angela Seymour-Jackson serves as a Non-Executive
Director of Future plc, where Zillah is CEO; and
Joe Hurd was a non-executive director of GoCo Group plc
(now GoCo Group Limited) from February 2018 until it was
acquired by Future plc in March 2021. Zillah is a current
Director of GoCo Group Limited and served as a Non-
Executive Director alongside Joe Hurd on the board of
GoCo Group plc for three years.
Chair appointment process
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3.Governance1.Overview
Nomination Committee report continued
In appointing the Deputy Chair, the Board considered
independence matters in the context of Zillah’s cross-
directorship with Angela Seymour-Jackson. Notwithstanding
provision 10 of the Code, the Board agreed that, due to the
nature of the relationship between Zillah and Angela, their
independent and objective characters and, in the case of
Angela, the judgement and objectivity displayed in her role as
Senior Independent Director of the Company to date, that
both Zillah and Angela are independent.
Similarly, in considering the independence of Zillah and Joe,
the Board took into consideration their historical
directorships on the Board of GoCo Group plc and agreed
that, given Joe’s objective judgement displayed to date in his
role as a Non-Executive Director of the Company, and taking
into consideration the historical nature of his relationship with
Zillah, that Joe was independent and the historical cross-
directorship did not affect the independence of either Joe or
Zillah, nor did it amount to a conflict of interest.
The Board also considered Zillah’s other time commitments
and whether she would have sufficient time to meet her
Board responsibilities as Deputy Chair. At the time of
considering her appointment to the Board, Zillah was the
CEO of Future plc, a Non-Executive Director of Flutter
Entertainment PLC and Senior Independent Director of THG
plc. During the recruitment process, the Board was reassured
that Zillah was in the process of re-evaluating her portfolio of
appointments which would provide additional capacity for
her to dedicate sufficient time to her role as Deputy Chair of
the Company. The Nomination Committee was therefore
pleased to recommend to the Board the appointment of
Zillah as Deputy Chair of the Company.
Board and ELT succession planning
The Committee keeps under regular review the structure, size
and composition of the Board, and in its review considers the
skills, knowledge and experience on the Board. The
Committee took these factors into consideration in its
discussions on succession planning during 2022. Further
information on the structure, size and composition of the
Board can be found on pages 99 to 102.
Further information on the diversity of Trustpilot’s workforce
can be found on pages 87 to 91.
Gender diversity of senior management and their
direct reports as at 31 December 2022
1
Female: 24 (38.7%)
Male: 38 (61.3%)
Diversity, equity and inclusion
The Committee and the Board are committed to promoting
diversity, equity and inclusion across the Group, and recognise
that a wide range of skills, experience and knowledge
contribute towards an effective Board. This is achieved by
having diversity of thought, race, gender identity, religious
beliefs, age, sexual orientation, disability, socio-economic
background and varying lived experiences across our Board
members. The Committee is keen that the diversity of our
Board and the wider Group reflects the diversity of our
stakeholders and society as a whole. As a Committee, we
delayed the adoption of a Board Diversity, Equity and Inclusion
Policy to August 2022 so that we could review it alongside the
Group Diversity, Equity and Inclusion Policy and be certain
that both policies truly reflected the culture and values of
Trustpilot and those of our key stakeholders. One of the
Company’s core values is being ‘Open to All’ and this,
alongside the Company’s vision to be a universal symbol of
trust, was key in the Committee’s discussions on the Group
and Board Diversity, Equity and Inclusion policies and
strategy. The Committee and the Board recognised that the
Company had a responsibility to ensure that Trustpilot’s own
processes and policies contributed to a more diverse,
equitable and inclusive world of work, and were necessary to
maintain high levels of innovation and to attract and retain
the best talent.
The Committee and Board are focused on promoting a diverse
and inclusive culture, and support the recommendations of the
FTSE Women Leaders Review (previously the Hampton-
Alexander Review) in relation to gender diversity and the
Parker Review in relation to ethnic diversity.
As at the date of this Annual Report, the Board comprises
the Chair, two Executive Directors and seven Non-Executive
Directors. Four of our ten Board Directors are female (40%)
and Board representation from black, asian or non-white
ethnically diverse groups is 20%.
1 In accordance with the Code, senior management is defined as the ELT
(including the CEO, CFO and the Company Secretary)
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3.Governance1.Overview
Nomination Committee report continued
Board Diversity, Equity and Inclusion Policy
When considering succession planning for the Board, the
Committee ensures that the recruitment is undertaken in
accordance with the Board Diversity, Equity and Inclusion
Policy, the specific objectives of which are:
at least 40 per cent of the Board should be women;
at least one of the senior Board positions (Chair, Chief
Executive Officer, Chief Financial Officer or Senior
Independent Director) should be a woman; and
at least one member of the Board should be from a
non-white minority ethnic background.
While we are pleased to confirm that we have met each of
the objectives set out above, we aspire to:
have at least 50 per cent of women on the Board by end
of 2025; and
always have at least two Directors from a non-white
minority ethnic background.
The Board and Nomination Committee encourage
management in increasing the representation of senior
leadership roles held by women, people who are from a
minority ethnic group, people with disabilities, LGBTQ+ people
and other under-represented groups across the organisation.
Director induction
On appointment, all Directors receive a comprehensive and
tailored induction; these inductions include meetings with the
Chair and other Non-Executive Directors and meetings with
the CEO, CFO, the Company Secretary and other members
of the ELT. Other meetings include meetings with the senior
management team, the auditors and external remuneration
consultants, where relevant.
September 2022
Individual meetings with the Chair and Non-Executive Directors
Individual meetings with the Chief Executive Officer and the Chief Financial Officer
A visit to the Edinburgh office and a meeting with the Chief Trust Officer and Company
Secretary
October 2022 and
November 2022
Visits to the London office and individual meetings with the Executive Leadership
Team (other than the Chief Executive Officer and the Chief Financial Officer)
November 2022
A visit to the Copenhagen office, and meetings with ELT members and members of
the commercial team
December 2022 and
January 2023
Individual meetings with senior management including the Head of Investor Relations,
the Director of Risk and the Head of Internal Audit
Meetings with each of the Company’s brokers
A meeting with the External Auditor
A summary of the induction process for Zillah Byng-Thorne is set out below:
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3.Governance1.Overview
Audit Committee report
I am pleased to present the Audit Committee report for the
year ended 31 December 2022. This report provides a
summary of the key activities and areas of focus of the
Committee during the year. The Committee has held four
meetings during the year and one meeting in 2023 prior to
the publication of this Annual Report. In performing its duties
the Committee has complied with the requirements of the UK
Corporate Governance Code and adhered to relevant best
practice as published by the FRC.
Areas of focus in 2022
Financial reporting
One of the Committee’s key roles is to provide challenge and
assurance in relation to the integrity of the Company’s financial
reporting. The Committee has reviewed both the half-year
results and this Annual Report for the financial year ended
31December 2022, and has reviewed and challenged the
processes proposed by management to support the Board in
making the Going Concern and Viability Statements set out on
pages 49 to 51.
During the year the Committee challenged management to
consider the key reporting matters raised by the External
Auditor in its review of the 2021 Annual Report and to consider
how reporting might be further improved for this Annual
Report. This has included overseeing management’s progress
in preparing for improved TCFD reporting in this Annual
Report. TCFD reporting was discussed at the Committee’s
meeting in May 2022 when the Committee tasked
management with preparing clear action plans and
accountabilities in order to improve TCFD reporting. In July
2022, the Board discussed management’s plan to achieve
consistency with TCFD recommendations and agreed to
delegate responsibility for the review of TCFD disclosures to
the Committee.
Committee members
Rachel Kentleton (Chair)
Joe Hurd
Angela Seymour-Jackson
Zillah Byng-Thorne (1 October 2022 to
11 January 2023)
1
1 Zillah Byng-Thorne stepped down as a member of the Committee on her
appointment as Chair Designate on 11 January 2023
3 4
Committee
members
Committee
meetings
In August 2022, the FRC’s Market Oversight Directorate
contacted the Company for information on the preparation of
the TCFD disclosures in the 2021 Annual Report, and on the
work being undertaken to make our climate-related financial
disclosures consistent with TCFD in the future. The
Company’s response to the FCA was discussed with me in my
capacity as Chair of the Audit Committee, and in November
2022, the FCA confirmed that its review had concluded. The
Committee has continued to challenge management on
progress against the TCFD reporting action plan at each
subsequent meeting. Further information on our progress on
TCFD reporting can be found on pages 52 to 64.
Internal Audit
During the year, the Committee has overseen the work of the
Internal Audit function, including the review and approval of
the Internal Audit Charter and the Internal Audit Plan. The
Internal Audit Plan was reviewed regularly during the year to
reprioritise internal audit engagements for emerging risks.
Risk management and internal control
The Committee is responsible for keeping under review the
Company’s systems of risk management and internal control,
and supports the Board in its annual assessment of their
effectiveness. During the year, the Committee has reviewed
the Company’s Risk Plan and the engagements completed
during the year, and overseen the implementation of an
Enterprise Risk Assessment for 2022. The Committee has
also overseen management’s work in developing the Group’s
internal controls over financial reporting. Further information
on the work of the Risk function, including the key
engagements completed in 2022 can be found on pages
126to 128.
Rachel Kentleton
Chair of the Audit Committee
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3.Governance1.Overview
Audit Committee report continued
External Audit
The Committee remains focused on ensuring that the
Group’s external audit processes continue to be of a high
quality. In its oversight of the External Auditor, the Committee
has challenged their accounting judgements and key areas of
audit focus. The Committee assessed the effectiveness of
the External Audit and shared feedback with the lead
engagement partner. The Committee has continued to
challenge management in working with the External Auditor
in respect of the consolidation of financial information in
order to improve the efficiency of the audit process.
Following discussions with the External Auditor during the
year, it was agreed that management would strengthen its
ability to perform review controls on the consolidation.
Management has also developed improved reporting packs
which helped to deliver efficiencies in the audit and reduce
duplication.
Cyber security and IT controls
The Committee has continued to oversee management’s
progress in improving the Group’s IT system controls,
particularly in relation to systems which support the Group’s
financial reporting. Management’s progress against the
recommendations of Internal Audit is overseen by the
Committee and, as part of this oversight, the Committee
haschallenged management in relation to the wider IT
environment. Reports on cyber security are considered at
each Committee meeting and the Committee has undertaken
two IT deep-dives during the year including IT systems and
controls, and cyber and data security. Further information
onthe Committee’s work in this regard can be found on
page128.
I hope that you find this report helpful in understanding the
work of the Committee, and I welcome any feedback from
shareholders in relation to the Committee and its activities.
Rachel Kentleton
Chair of the Audit Committee
20 March 2023
Committee key duties
The key duties of the Committee are to provide
review and oversight of the following areas:
Financial reporting, announcements and significant
financial judgements
The work of the External Auditor
The work and remit of the Group’s Internal Audit
function
Systems of risk management and internal control
Risk and compliance, speaking up and fraud
The Committee’s Terms of Reference can be found
on the Company’s website investors.trustpilot.com.
Areas of focus for 2023
Risk appetite and risk strategy
Data and cyber security
Disaster recovery policies and procedures
Composition of the Committee and attendance
The Committee comprises three Independent Non-Executive
Directors. Zillah Byng-Thorne joined the Board and the
Committee on 1 October 2022 and stepped down as a
member of the Committee on her appointment as Chair
Designate on 11 January 2023. The Company Secretary,
Carolyn Jameson, is Secretary to the Committee.
Members of the Committee have a wide range of relevant
skills and experience that enable them to fulfil their duties
appropriately.
Rachel Kentleton, Chair of the Committee, is a qualified
accountant and is considered by the Board to have recent
and relevant financial experience. Rachel is the Chief
Financial Officer of St. Modwen Properties Limited and was
previously the Group Finance Director at PayPoint plc.
Rachel has also held various senior positions in Finance,
Investor Relations and Strategy, including as Group Director,
Strategy & Implementation at easyJet plc, and was Chair of
the Audit Committee at Persimmon plc from April 2016 to
August 2021.
Angela Seymour-Jackson has significant experience through
her former Executive and Non-Executive roles. Angela brings
to the Committee experience of technology platforms
through her current role as a Non-Executive Director of
Future plc and experience as an Audit Committee member
ofboth Future plc and Page Group plc.
Joe Hurd brings to the Committee significant US and global
experience in consumer-facing technology businesses. As a
lawyer, Joe also brings extensive understanding of risk and
compliance matters. The Committee further benefits from
Joe’s experience through his Non-Executive roles, including
as a Non-Executive Director and member of the Audit
Committee of Hays plc.
Zillah Byng-Thorne, a member of the Committee from
1October 2022 to 11 January 2023, has extensive
technology sector experience through her current and
formerexecutive and non-executive roles. Zillah is a qualified
accountant and is considered by the Board to have recent
and relevant financial experience.
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3.Governance1.Overview
Audit Committee cycle
The Committee annual cycle considers matters within the Committee’s remit and evolves throughout the year to take into account changes in the performance and priorities of the Group,
the business environment and the prior year’s audit. The usual annual cycle of the Committee is set out below. In addition to the matters listed below, the Committee considers reports
from the Head of Internal Audit on the work of the Internal Audit function, the Director of Risk on the work undertaken in relation to risk matters and whistleblowing, and the Chief
Information Security Officer on cyber security matters.
March
Review of the Annual Report, including disclosures on viability and going concern
Review of the effectiveness of the Company’s systems of risk management and
internal control
Assessment of whether the Annual Report is fair, balanced and understandable
Review of external audit results and the External Auditor’s report, including key
financial judgements
Review of the independence of the External Auditor
Review of management’s representation letter
Private meeting with the External Auditor
May
Agree the external audit plan for the half-year financial statements
Review of the effectiveness of the external audit
Review of initial audit plan and proposed fees for the full year audit
September
Review of the half-year financial statements, including disclosures on key
judgements, going concern and viability
Review of the External Auditor’s interim report on its review of the half-year
financial statements
Review of the External Auditor’s engagement letter, independence and audit fees
Private meeting with the External Auditor
December
Review of the Committee’s Terms of Reference
Agree the external audit plan for the following year
Agree the Group’s Internal Audit plan for the next financial year
Review of the Group’s principal risks and uncertainties and risk register
Review of the results of the Committee effectiveness review
Review of anti-bribery and corruption measures
Audit Committee report continued
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3.Governance1.Overview
Further information on the skills and experience of the
members of the Committee can be found on pages 100
to102.
Committee meetings during the year were routinely attended
by the Chair of the Board, the Chief Financial Officer, the
Company Secretary, the VP of Global Accounting and Tax,
the Director of Risk, the Head of Internal Audit, the Deputy
Company Secretary and representatives from PwC, the
External Auditor. By invitation of the Chair of the Audit
Committee, other members of senior management have
attended meetings to present on specific areas of interest to
the Committee.
Meetings
The Committee has met four times during the year and once
during 2023, prior to the publication of this report. Meetings
are scheduled in line with key events in the Company’s
financial calendar. Details of attendance at meetings can be
found on page 102. In addition to the formal schedule of
meetings, the Chair of the Committee meets regularly, without
management present, with the Director of Risk, the Head of
Internal Audit and the lead partner of the External Auditor.
An agenda is prepared in advance of each Committee
meeting and is reviewed by the Chair of the Committee.
Priorto each meeting, the Chair of the Committee holds
discussions with the Chief Financial Officer, the Director of
Risk, the Head of Internal Audit, and the lead partner of the
External Auditor to consider in advance the matters to be
discussed at the meeting. Key matters discussed at the
Committee meetings are reported to the Board by the Chair
of the Committee at subsequent Board meetings.
Committee evaluation
In November 2022, the Committee undertook an internally
led evaluation, where feedback was sought from members of
the Committee and regular attendees of Committee
meetings. The evaluation sought feedback on matters
including the composition of the Committee, financial
Audit Committee report continued
reporting, the systems of risk management and internal
control, internal and external audit processes, culture,
values,whistleblowing, fraud, and Committee meeting
arrangements. The results of the evaluation confirmed that
the Committee was performing well. Areas identified for
additional focus in 2023 are set out on page 120.
Priorities and main activities during the year
The Committee’s main activities for the year ended
31December 2022 are summarised below.
Financial reporting, announcements and significant
financial judgements
The Committee is responsible for monitoring the integrity of
the Company’s financial statements, including any significant
financial reporting issues and judgements.
Fair, balanced and understandable
At the request of the Board, the Committee has reviewed
theAnnual Report and considered whether, taken as a whole,
the Annual Report is fair, balanced and understandable.
Inundertaking its review, the Committee has reviewed the
integrity of the Group’s financial statements, including
reviewing the financial and non-financial disclosures
contained within the Annual Report, and reviewing and
challenging the estimates and accounting methodologies
applied by management.
A summary of the processes in place to support the
Committee’s review is set out below:
Verification of the factual content, financial and non-
financial reporting, including non-financial key performance
indicators
Review of the narrative sections of the Annual Report to
ensure key messaging is appropriate
Multiple reviews of the Annual Report content by
management
Reviews and feedback from senior management
andDirectors
Feedback from the Company’s advisors, including the
External Auditor and remuneration advisors
Following its review, the Committee confirmed to the Board
that the Annual Report is fair, balanced and understandable,
and provides the information necessary for shareholders to
assess the Company’s position, performance, business
model and strategy.
Significant financial judgements
The Committee discussed with management and the
External Auditor each of the key areas of judgement
described below, including how management’s estimates
and judgements were challenged during the audit. It
concluded that the accounting treatment adopted in the
2022 financial statements was appropriate.
Revenue recognition and related costs
The Group accounts for revenue from the sale of Company
subscription plans, generally for a period of 12 months.
The Committee has reviewed the work of management in
assessing revenue recognition as well as the approach taken
to deferring and amortising incremental costs of obtaining a
contract to the extent they are recoverable. The Committee
is satisfied that the Group’s accounting for revenue is
appropriate and in accordance with IFRS 15 ‘Revenue from
contracts with customers’.
Capitalisation of development costs
The estimates and judgements taken by management in
determining the $3.7m of costs capitalised into the balance
sheet were considered by the Committee. The Committee
also took into consideration the External Auditor’s report
on the accounting for development costs which confirmed
that it is comfortable with management’s accounting. The
Committee agreed that it is satisfied with the accounting for
development costs under IAS 38 ‘Intangible assets’.
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3.Governance1.Overview
Audit Committee report continued
Going concern and viability statements
At its meeting in March 2023, the Committee reviewed the
work undertaken by management to support the going
concern statement and recommended to the Board that it
should adopt the going concern basis in preparing the 2022
financial statements. In line with the disclosures in Note 1 to
the financial statements on pages 160-161, management
performed a going concern assessment for the Group by
preparing monthly cash flows for an 18 month period and
then sensitising for what the Directors consider to be the
most severe but plausible scenario that could arise.The
scenario modelled took into account the aggregation of
different risk factors including ‘commitment to trust and
transparency’, ‘misuse of platform’, ‘changing and varied
regulatory landscape’, ‘litigation and disputes’, and
‘macroeconomic environment’, as described in the risk
management section of the report on pages 70-78.
The Committee also considered the Group’s viability over
athree year period using multiple severe but plausible
downside scenarios based on key risks identified by
management, including climate related risks. As well as
considering these four distinct downside scenarios, we
havealso modelled to ensure that the Group could maintain
liquidity should a combination of these scenarios arise
across the period. Furthermore we have considered whether
any longer term trends outside of the three year period could
impact on the group’s viability, and have not identified any
such matters. Additionally, management undertook a reverse
stress test to understand what would need to happen for the
Group to exhaust its liquidity.
Management’s modelling took into consideration the Group’s
sources of funding, cash flow, future forecast and current
liabilities, debt facility covenants and the commercial impacts
of the scenarios. The going concern and viability statements
can be found in the Strategic report on pages 49 to 51.
External Audit
The Committee has responsibility for overseeing the
relationship with the External Auditor, including assessing
audit quality, independence and objectivity. The Committee
also reviews the External Auditor’s performance and the
effectiveness of the external audit process.
External Auditor
PwC UK was appointed as the External Auditor to the newly
incorporated Trustpilot Group plc on 13 September 2021.
Prior to this, PwC Denmark had provided audit services to
the Company’s Danish subsidiary, Trustpilot A/S. The PwC
lead audit partner is David Teager, who has held the role
since 13 September 2021. David will be rotated from this ole
after the 2025 audit. The year ended 31 December 2022 is
the second year for which David Teager will sign the auditors’
report as senior statutory auditor of the Group.
For further information, see the Independent Auditor’s Report
on pages 150 to 156.
External Auditor fees
The Committee approved the External Auditor’s fees for the
review of the half-year and audit of the full-year financial
statements and challenged PwC to consider, where possible,
reducing the duplication of work between its audits of
Trustpilot A/S and Trustpilot Group plc. The total fee for the
2022 financial year is £846,000 (2021: £851,000).
Audit quality and effectiveness
The Committee oversees the work of the External Auditor
throughout the year to ensure that the quality and rigour of
the external audit process is maintained. At its meeting in
May 2022, the Committee considered PwC’s initial audit
planand strategy and approved the final plan at its meeting
in December 2022. The proposed plan outlined key
components of the audit, including PwC’s audit approach,
materiality, scope, risk and areas of focus, and timetable.
TheCommittee’s oversight of the work of the External
Auditor includes:
reviewing the plan for the half-year review alongside the
draft audit plan for the full year;
reviewing the external audit strategy, taking into
consideration the audit approach, materiality, risk and
areas of focus;
reviewing the scope of the external audit plan;
taking into consideration the balance of skills and
experience on the audit team;
considering the robustness of challenge on key
accounting and audit judgements;
considering the results of the FRC’s Audit Quality
Inspection and Supervision Report for PwC; and
considering feedback from management on the audit
process.
External auditor independence and objectivity
The Committee monitors and reviews the independence and
objectivity of the External Auditor on an ongoing basis and
undertakes a formal annual review. In reviewing the
independence of the External Auditor, the Committee took
into consideration:
confirmation from PwC that they had adhered to their
policies and procedures to safeguard independence;
PwC’s confirmation that it followed necessary guidance
and professional standards in relation to auditor
independence;
the Committee’s assessment of PwC’s challenge and
professional scepticism;
the absence of any threats to PwC’s independence; and
the Company’s oversight of non-audit services and the
level of non-audit fees paid.
Taking the above matters into consideration, the Committee
concluded that PwC was objective and independent in its
role as External Auditor.
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3.Governance1.Overview
Audit Committee report continued
Auditor assessment and reappointment
The effectiveness review of the External Auditor and the
external audit process was undertaken in May 2022 following
the completion of the external audit for the full year ended 31
December 2021. The review gathered feedback from the
Committee, key executives and senior management on areas
including the qualification, resourcing and effectiveness of
the audit team, and the independence of the External
Auditor. Following the review, feedback was collated and
discussed at the Committee’s meeting in May 2022, without
the External Auditor being present. The Committee
considered the results of the evaluation, including any areas
for improvement which were notified to the External Auditor.
The Committee agreed that the external audit process for the
year ended 31 December 2021 was effective and that PwC
provided independent and objective challenge to
management. Overall, the Committee is satisfied with PwC’s
performance as External Auditor and a resolution to appoint
PwC will be proposed at the Company’s AGM.
The Committee will assess PwC and the external audit
process in relation to the 2022 financial year following its
completion.
The Company has complied with The Statutory Audit
Services for Large Companies Market Investigation
(Mandatory Use of Competitive Tender Processes and Audit
Committee Responsibilities) Order 2014. As PwC UK was
appointed to the newly incorporated Trustpilot Group plc
entity in 2021, the Company has time to develop its thinking
as to the most appropriate timing of any future re-tender. The
Committee considers that the continuation of PwC as the
Company’s External Auditor is in the best interests of all
stakeholders given PwC’s detailed understanding of the
Group, as well as the need to ensure consistency in the
Group’s early years as a listed company. Notwithstanding
this, the Committee will continue to keep the performance of
PwC under review during this period and make
recommendations accordingly.
Non-Audit Services Policy
Following the Company’s IPO in March 2021, PwC reviewed
the services it was providing to the Company and, from 21
June 2021, only provided permitted services. In March 2022,
the Committee formalised a policy on the provision of
non-audit services by the External Auditor. The Non-Audit
Services Policy reflects the FRC’s revised Ethical Standard
for Auditors and is in place to ensure that the provision of
non-audit services does not impair the PwC’s independence.
The Non-Audit Services Policy was last reviewed in March
2023 and will continue to be reviewed on an annual basis.
The Non-Audit Services Policy provides the following limits
which provide management with the authority to appoint the
External Auditor to undertake permissible services up to a
certain value, pre-approved by the Audit Committee.
One-off fee Cumulative annual value Approval required
Up to £25,000 £50,000 Chief Financial Officer
£25,000
- £100,000
£150,000 Chair of the Audit Committee
Over £100,000 70% of three-year
average audit fees
paid
Audit Committee
PwC’s fees for non-audit services provided during the year
ended 31 December 2022 were £131,000 (2021: £2,073,000),
which is approximately 20.8% of the 2022 audit fee of
£630,000 (2021: £721,000). The non-audit fees comprised
£131,000 for PwC’s review of the interim results. PwC was
engaged to provide this audit-related assurance service due
to its knowledge of the Group. The Committee is satisfied
that the work was best performed by PwC and that the
services provided did not give rise to threats to
independence.
The work and remit of Internal Audit
The Audit Committee is responsible for reviewing and
approving the role and mandate of the Group’s Internal Audit
function, including monitoring and reviewing the
effectiveness of its work. The Committee reviews and
approves the Internal Audit Plan, and monitors the work
carried out under the Plan.
Role of Internal Audit
The Internal Audit function assists management, the Audit
Committee and the Board in protecting the assets, reputation
and sustainability of Trustpilot by providing independent and
objective assurance activities relating to Trustpilot’s
governance, internal controls and risk management.
In September 2022, the Internal Audit Charter, which is
reviewed annually, was reviewed and approved by the
Committee. The Charter details the purpose, authority and
responsibility of the Internal Audit function and was prepared
in adherence to the Professional Standards of the Chartered
Institute of Internal Auditors (IIA), and the guidelines and
standards of the Financial Reporting Council.
The Head of Internal Audit is an experienced chartered
accountant who reports functionally to the Audit Committee
and administratively to the Chief Trust Officer. The Head of
Internal Audit attends all meetings of the Committee and
presents Internal Audit papers, including the Internal Audit
Plan, the results of internal audits and the status of actions
resulting from those audits. The Internal Audit function has
free and unrestricted access to the Committee and the Chair
of the Board, and the Committee keeps the resourcing needs
of the function under regular review.
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3.Governance1.Overview
Internal Audit Plan
The Internal Audit Plan is developed with a risk-based
approach as part of a three-year cycle to address the
highest-rated risks. The Internal Audit Plan is designed with
sufficient flexibility to be able to accommodate changes
requested by the Audit Committee and management, deal
with unplanned events and to allow reprioritisation for
emerging risks. The Internal Audit Plan is reviewed on an
annual basis and kept under regular review during the year.
During 2022, Internal Audit reported to the Audit Committee
regarding the engagements set out in the table opposite.
The Internal Audit function’s planned audits for 2023 include:
Internal controls over financial reporting
Payroll
Expenses
IT general controls
Corporate access management
Internal Audit effectiveness
The Committee assesses the performance of the Internal
Audit function on an ongoing basis and, in December 2022,
undertook a formal review. In reviewing the performance of
the function, the Committee took into consideration the
Internal Audit Plan, the quality of reports received from the
Internal Audit function, the quality, experience and expertise
of the Internal Audit team, and the resourcing needs of the
function. The Committee concluded that the Internal Audit
function remains effective in providing assurance over the
Group’s risks and controls, and continues to meet the
expectations of the Internal Audit Charter.
Audit Committee report continued
Internal Audit review Focus and key outcomes
Internal controls over
financial reporting
Audit of the internal controls over financial reporting, including process-level controls, entity-level
controls and IT general controls. The recommendations focused on improvements to IT controls,
segregation of duties and control documentation.
Development cost
capitalisation
Review of the process to measure and recognise development costs. The recommendations
focused on improvements to capitalisation criteria documentation and time-tracking.
Manual review
invitations
Review of the processes relating to the restriction of manual review invitations to customers and the
approval of any exceptions. The recommendations focused on the enforcement of relevant training,
improving the management of access to relevant administration tools and formalising the exception
approval process.
COSO principles
Review of Trustpilot’s control maturity against the COSO framework across a number of different
domains in order to identify areas of improvement in preparation for proposed UK SOX
requirements. The recommendations focused on the enforcement of relevant training and risk
management processes.
SOC 2
Review of Trustpilot’s processes and controls in relation to the SOC 2 Trust Service Criteria for
security, availability and confidentiality. The recommendations focused on the management of
access to systems supporting the Trustpilot platform as well as the management of contractors.
Commercial lifecycle
Reviews of the commercial lifecycle including renewals, vetting, customer contracting and sales
training. The recommendations focused on the renewals process, commissions and discounting.
IT general controls
Review of IT general controls for the key financial IT systems, including access management,
change management and IT operations. The recommendations focused on the formalisation of
relevant controls as well as vendor monitoring.
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3.Governance1.Overview
Audit Committee report continued
Systems of risk management and internal control
The Board has overall responsibility for risk management
across the Group and is responsible for determining the
nature and extent of the principal risks the Company is
willing to take in order to achieve its long-term objectives.
The Audit Committee is responsible for keeping under review
the Company’s systems of risk management and internal
control. The Board regularly reviews the Company’s systems
of risk management and internal control, and is provided with
an annual report on their effectiveness by the Audit
Committee. The systems of risk management and internal
control have been in place for the year under review and up
to the date of the approval of this annual report and
accounts. The Director of Risk & Assurance attends all
Committee meetings and presents his report on the work of
the Group’s Risk function. The Committee regularly reviews
the Company’s Risk Plan and changes to any planned
engagements during the year. The engagements completed
during 2022 include those set out in the table opposite.
In 2022, the Risk function commenced its Enterprise Risk
Assessment for 2022. The assessment included meetings
with senior management and subject matter experts from
each of the Group’s key functions. The process identified a
number of unique risks which were then scored to identify
the risks that could have a significant impact on the Group.
The output of the Enterprise Risk Assessment supports the
Internal Audit function in developing its risk-based audit plan
and in identifying the controls that are critical to managing
multiple risks. Information on the Group’s principal and
emerging risks and a description of how risk is identified,
evaluated and managed at Trustpilot is set out on pages 65
to 78 of the Strategic report.
The Committee receives regular updates on work undertaken
by the Risk and Internal Audit functions to formalise the
Group’s internal controls. During the year, a third-party
consulting firm was engaged to support the Risk function
with their work in building and developing the Group’s
Risk engagement Focus and key outcomes
Internal controls over
financial reporting
Review of the Group’s internal controls over financial reporting, including process-level controls,
entity-level controls and IT general controls. Controls across the key financial processes were
optimised to provide more clarity around documentation requirements to process owners.
Enterprise risk
assessment
Review of the key risks facing the enterprise. The Risk function adopted a “top-down” and
“bottom-up” assessment across each of the Group’s key functions. The process identified several
unique risks, and risk owners were able to develop and identify the controls that are critical to
managing those risks.
Policy management
framework
Development of a policy management framework aimed to bring consistency and regular review to
our core policies. The framework provides guidance on how core policies should be structured, and
creates accountability around policy ownership, including cadence of review.
Speaking up
procedures
Review of our speaking up procedures, including Speaking Up Policy. Dedicated training was built
to form part of the Group’s mandatory training to all employees. Initiatives dedicated to raising
awareness of our speaking up tools were conducted throughout the year.
Climate risks and
opportunities
assessment
Conducted the Group’s inaugural climate risks and opportunities assessment, in line with TCFD
recommendations. Worked with management-level climate change steering group to identify the
main climate-related risks and opportunities facing the business under different climate scenarios.
Risk appetite
Facilitated a discussion on risk appetite for each of the Group’s principal risks. This included
development of our risk appetite framework and helps to bring clarity around our approach and
response to each of the Group’s principal risks.
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3.Governance1.Overview
internal controls over financial reporting (ICFR). With
implementation of improvement points that were identified
through the review, it was concluded that the key controls
are designed effectively. Key controls have been identified
and tested in the following processes:
Process Covering
Entity-level
controls
Processes related to control
environment, risk assessment,
control activities, information and
communication, and monitoring
activities
Development
costs
Strategy, delivery and capitalisation
of projects
Purchase to
pay
Vendor master data, invoice
processing, payment processing and
period-end processing
Record to
report
General ledger master data, accruals,
period-end closing and management
reporting activities
Order to cash
Sales, contract management, pricing,
invoice issuing, accounts receivables
and collections
Hire to retire
Recruitment, human resources,
andpayroll processes
The Committee received updates on this work and on
progress made on the ICFR in preparation for the UK
Government’s proposed reforms to audit and corporate
governance.
Annual review of the effectiveness of the systems of
risk management and internal control
The Committee supports the Board in its annual review of the
Company’s systems of risk management and internal control.
The annual assessment was performed in accordance with
the FRC’s Guidance on Risk Management, Internal Control
and Related Financial and Business Reporting. In making
its recommendation to the Board that the Group’s systems
of risk management and internal control are effective, the
Committee considered:
the work and reporting of various management
representatives providing detail and insight into specific
areas of first-line risk management and internal control,
including cyber security, IT and commercial;
the work of the Group’s Risk function and risk
management framework, including the identification of
risks, mitigation measures implemented and risk
monitoring processes;
the work of the Group’s Internal Audit function, including
its report on internal controls over financial reporting; and
the findings of the Group’s External Auditor.
Further information on how the Group manages risks,
including information on the key elements of the Group’s
systems of risk management and internal control can be
found on pages 65 to 78.
Risk, compliance, speaking-up and fraud
During the year, the Risk function has reported to the
Committee its work in relation to building a culture of
compliance throughout the Company. The work of the function
in this regard has included developing Trustpilot’s mandatory
Compliance and Ethics learning course which will be rolled out
to employees early in 2023 and require annual recertification.
The Committee is responsible for reviewing and approving
the Company’s Risk Plan and the policies, systems and
controls in relation to the prevention of bribery and detection
of fraud.
In December 2021, the Committee considered the results of
management’s assessment of the Group’s fraud risks and
planned mitigations. The Committee noted that particular
focus was needed in the areas of sales compliance and IT
general controls. Throughout 2022, the Risk function has
worked with business stakeholders to address and improve
sales processes, particularly related to compliance. The
upcoming compliance and ethics training will also reiterate
our Code of Ethics and values. The Committee has also
noted a plan to address gaps in relation to IT general controls
and receives regular updates on progress. Fraud risk is
reviewed as part of the Risk function’s work on the Group’s
Enterprise Risk Assessment and in its review of internal
controls over financial reporting.
Trustpilot has formal policies and measures in place to
prevent bribery, corruption and fraud. Employees are further
supported by the Group’s internal Code of Ethics. In
December 2022, the Committee reviewed the Group’s
anti-bribery and corruption measures, including the Group’s
Anti-Bribery & Corruption Policy and Code of Ethics, copies
of which can be found on the Company’s website, investors.
trustpilot.com. Training on the Company’s Anti-Bribery &
Corruption Policy and the Code of Ethics is included within
the Company’s compliance and ethics training which is
provided to all employees.
Speaking up
The Committee is responsible for the review of the adequacy
and security of the Company’s whistleblowing arrangements
which support a culture of openness, accountability and
compliance. The Company provides a 24-hour, confidential
speaking up platform, Vault, which supports the Group’s
Speaking Up Policy and provides anonymous reporting for
employees. The Vault platform provides for the reporting of
whistleblowing matters, legal and compliance concerns, and
employee misconduct. The platform is compliant with the EU
Whistleblower Directive.
Audit Committee report continued
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3.Governance1.Overview
The Committee receives regular updates on any reportable
incidents and whistleblowing incidents, and reports on the
awareness and use of the whistleblowing platform. Reports
provided to the Committee include the number of incidents,
the type of case, reporting method and the action taken.
Throughout the year, the Risk function has continued to
raiseawareness around speaking up across the business.
Such actions include:
Reporting regularly to the Audit Committee and ELT on
reportable incidents
Improving the profile of the speaking up platform on the
Company intranet page, making it easier for the workforce
to report concerns
Introducing the speaking up platform as part of the
onboarding process for new hires
Providing dedicated training for case managers who
handle incoming speaking up reports, setting expectations
around report handling and case management
Improving collaboration on speaking up matters
acrossthe Company’s Risk, Corporate Services and
Peopleteams
No significant whistleblowing incidents were reported during
the period.
Audit Committee report continued
Data and cyber security
The Committee receives reports on cyber security at each
meeting and detailed briefings on key data and cyber
security matters from senior management. The reports to
theCommittee provide insight into the Company’s main
cyber security risks, the mitigations in place, progress made
and the ongoing plan to reduce and mitigate cyber risks
across the Group. The reports also reference any notable
data or cyber security incidents that have taken place since
the previous report to the Committee.
In March 2022, the Committee received a detailed briefing
from senior management on IT system controls and
management’s plan to address the findings of the Internal
Audit engagement on IT general controls. The Committee
has been pleased to oversee management’s work in driving
continuous improvements in the Company’s IT systems
andsecurity.
In December 2022, the Chief Information Security Officer,
Chief Technology Officer and Data Protection Officer
presented an assessment of cyber security incident
preparedness, disaster recovery plans and data protection
policies and procedures across the Group. The Trust &
Transparency Committee considers key privacy matters,
including content integrity, data protection, privacy and
security; further information can be found on pages 129
to130.
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3.Governance1.Overview
Trust & Transparency Committee report
I am pleased to present this report on the work of the Trust &
Transparency Committee during 2022. The Committee has met
twice during the year. The Committee’s role is to assist the
Board in the Company’s mission to be the most trusted and
most used consumer review brand, globally. The Committee’s
responsibilities include overseeing management’s work in
establishing the policies and procedures that embed trust and
transparency into the Group’s operations, and maintaining the
integrity of its products and services.
Areas of focus in 2022
During the year, the Committee undertook a detailed assessment
on management’s work in improving the processes and
procedures in relation to the removal of reviews which are
considered to be fake, not based on a genuine experience or in
breach of the Company’s guidelines. The assessment included
consideration of the impact of review removal from a consumer,
operational and reputation perspective, and management’s
continued focus on authentic, quality review content.
The Committee continues to oversee progress against trust and
transparency objectives, and progress is reported in the Chief
Trust Officer’s reports to the Board. Significant progress was
made during 2022 against key objectives, particularly in relation
to the detection of fake review sellers on the platform, and
successful litigation against businesses misusing reviews to
mislead consumers.
During the year, as part of the Board and committee evaluation
process, the Committee undertook an evaluation process to
assess its effectiveness and to identify areas of focus for 2023.
Further information on the evaluation can be found on
page130.
Additional information on the Company’s work in relation to
trust and transparency can be found on pages 22 to 24 and 38
of the Strategic report and in the Company’s Transparency
Report, a copy of which can be found on the Company’s
website, investors.trustpilot.com.
I hope that you find this report helpful in understanding the
work of the Committee, and I welcome any feedback from
shareholders in relation to the Committee and its activities.
Carolyn Jameson
Chair of the Trust & Transparency Committee
20 March 2023
Committee members
Carolyn Jameson (Chair)
Zillah Byng-Thorne (from 1 October 2022)
Joe Hurd
Rachel Kentleton
Angela Seymour-Jackson
Tim Weller
Composition of the Committee and attendance
The Chief Trust Officer, Carolyn Jameson, is Chair of
theCommittee and the remaining five members of the
Committee are independent Non-Executive Directors.
ZillahByng-Thorne joined the Board and the Committee on
1October 2022. The Deputy Company Secretary is Secretary
to the Committee. Biographies of the Committee members
can be found on pages 100 to 102.
Carolyn Jameson
Chair of the Trust & Transparency Committee
Committee key duties
The key responsibilities of the Committee include
oversight of the following:
Policies, procedures and working practices to
embed trust and transparency across the Group
Legislative and regulatory requirements related to
digital content and governance, content integrity,
and safety, privacy and security
Key decisions taken by management in relation to
trust and transparency, including those which highlight
opportunities for policy or process improvements
The annual Transparency Report, including
reviewing the measures taken to improve the trust
and transparency of the Company’s platform
The Committee’s Terms of Reference can be found
on the Company’s website, investors.trustpilot.com.
Areas of focus for 2023
Considering the strategic objectives for the trust
and transparency function
Increasing understanding of consumer views on
trust and transparency
Reviewing the areas of the business over which
the Committee has oversight
Trustpilot
Annual report 2022
2.Strategic report 4.Financial statements
129
3.Governance1.Overview
Trust & Transparency Committee report continued
Committee meetings during the year were routinely attended
by management and other senior leaders in the Group who
were invited to present on specific trust and transparency
matters. The following individuals were invited to the
Committee during 2022 to present on their areas of expertise:
VP, Legal, Content Integrity & Privacy (Data Protection Officer)
VP, Legal and Platform Integrity
Senior Director, Content Integrity
Director of Litigation
Head of Public Affairs
Director of Communications
Meetings
The Committee meets routinely twice per year. Details of
attendance at the Committee’s meetings during 2022 can
befound on page 102. An agenda is prepared in advance of
each meeting and is reviewed by the Chair of the Committee.
Key matters discussed at the Committee meetings are
reported to the Board by the Chair of the Committee at
subsequent Board meetings.
Committee evaluation
In November 2022, the Committee undertook an internally
led evaluation where feedback was sought from members
ofthe Committee and regular attendees of Committee
meetings. The evaluation sought feedback on matters
including the Committee’s oversight of the policies and
procedures that embed trust and transparency into the
Group’s operations, its oversight of management’s decision-
making, and its understanding of the legislative and
regulatory environment related to digital content, content
integrity, privacy and security. The evaluation concluded that
the Committee was performing well and identified areas of
focus for 2023, as set out in the table on page 129.
Priorities and main activities during the year
The Committee’s main activities for the year ended
31December 2022 are summarised below.
Policies, procedures and working practices to embed
trust and transparency across the Group
A key area of focus for the Committee has been overseeing
management’s continued progress in reducing the number of
fake or misleading reviews on the platform. The Committee
has overseen management’s efforts to reduce instances
ofmisbehaviour and misuse of the platform, including
increasing the use of automation in the detection of fake and
misleading reviews and in encouraging the use of automatic
review collection methods. The Committee has continued to
see good progress in this area. Further information on how
we protect the integrity of our platform can be found on
pages 22 to 24 and 38 of the Strategic report.
Legislative and regulatory requirements related to
digital content and governance, content integrity and
safety, privacy and security
The Committee received updates from management on
keyregulatory and legislative developments relevant to the
Company including UK and EU consumer law reforms,
theUK Online Safety Bill and the EU Digital Services Act.
TheCommittee challenged management on its planning for
each of the developments.
The Head of Public Affairs attended the Committee to
provide updates on the Company’s engagement with
regulators, industry bodies and other stakeholders in relation
to content integrity and other consumer-facing developments
in regulation and legislation. The Committee also discussed
issues of data protection and privacy where relevant, with
insights provided by the VP Legal, Content Integrity &
Privacy/Data Protection Officer. The Committee oversaw
management’s work on the systems and procedures to
protect the safety and security of customer and consumer
data, and noted the key areas of improvement that had
strengthened the Company’s privacy compliance rating
during the year.
Litigation and disputes
During the year, management has reported to the Committee
on progress made on initiatives to improve the integrity
oftheplatform, including consumer alerts, investigations
andactions taken, enforcement actions, terminations and
proactive litigation against businesses posting fake or
misleading reviews. The Committee has also received
updates on the work of management in its defence of
actionsfiled against the Company in relation to user-
generated content and activity on the platform. This included
an update on the successful defence of the class action
complaint filed in the United States District Court for the
Southern District of New York against Trustpilot Inc. In
June2022, the Second Circuit Court of Appeal decisively
dismissed the class action claim brought against Trustpilot
with no further rights to appeal. Updates on the work of
management in relation to litigations and disputes are also
provided via the Chief Trust Officer’s reports to the Board.
Key decisions taken by management in relation to trust
and transparency
The Committee receives reports on key content integrity
dataand trends, including the number of flagged reviews,
reasons for flagged reviews, and the time taken to respond
tocustomers and consumers. The Committee also receives
updates on any key decisions taken by management,
including those that have highlighted particular opportunities
for policy or process improvements. The Committee has
been pleased to oversee management’s continued work to
improve customer and consumer experience on the platform.
Annual Transparency Report
The Transparency Report provides insight into the actions
that the Company is taking to protect and promote trust
online. During the year, the Committee reviewed the
Transparency Report and approved its publication. Following
the publication of the Transparency Report in 2022, the
Director of Communications provided the Committee with
insight on how the Transparency Report had been received
by the market. The Transparency Report is available to
download on the Company’s website, investors.trustpilot.com.
Trustpilot
Annual report 2022
2.Strategic report 4.Financial statements
130
3.Governance1.Overview
As Chair of the Remuneration Committee, I am pleased to
present our Directors’ Remuneration Report for 2022 on behalf
of the Board. This was our first full year as a listed company
and our second year publishing this report.
This year has been a challenging one for companies in our
sector, but the Board is encouraged by our financial results.
With a rapidly changing and uncertain macroeconomic
environment, we made the decision to proactively manage
our business towards operating leverage and profitability,
taking a more cautious and prudent approach to the timing
of the investments we make into growth. This shift in focus
has directly impacted on remuneration for 2022, with ARR
growth for the year below the ambitious targets set at the
beginning of the year.
The Directors’ Remuneration Policy was approved at the
AGM on 25 May 2022 and we are not proposing any
changesto the Policy for 2023. This report is, therefore,
splitas follows:
This annual statement, which summarises the work of the
Committee and our approach to remuneration.
The annual report on remuneration, which sets out the
remuneration arrangements and incentive outcomes for
2022, and how the Committee intends to implement the
Policy in 2023.
In arriving at our decisions during the year, the Committee
has been careful to consider principles of good governance
and taken account of the provisions of the UK Corporate
Governance Code and will continue to do so, including the
expectations set out in Provision 40 of the Code:
Clarity: Our remuneration framework is structured to align
the interests of Executive Directors with those of our
shareholders. Our Policy is transparent and has been well
communicated to our senior executive team, shareholders
and representative bodies.
Simplicity: Our pay framework has been designed to be
straightforward to communicate and operate.
Risk: Our incentives have been structured to ensure
thatthey are aligned with the Board’s system of risk
management and risk appetite. This is achieved through,
for example, maintaining an appropriate balance between
fixed and variable pay, and the operation of bonus
deferral, LTIP holding periods, shareholding guidelines and
robust recovery and withholding provisions.
Predictability: Our incentive plans are subject to individual
caps on grant, with our share plans also subject to
market-standard dilution limits. The Committee has full
discretion to alter the pay-out level or vesting outcome, to
ensure payments are appropriately aligned with the
underlying performance of the Company.
Proportionality: There is a clear link between individual
awards, delivery of strategy and our long-term
performance, and our Policy has been designed to ensure
that Executive Directors are not rewarded for failure (e.g.
through shareholding guidelines; through the link between
the measures we set for our incentive arrangements and
the KPIs of the Company; through our ability and
openness to the use of discretion to ensure appropriate
outcomes; and through the structure of our Executive
Directors’ contracts). Formulaic incentive outcomes are
reviewed by the Committee and may be adjusted having
consideration to overall Group performance and wider
workforce remuneration policies and practices.
Alignment to culture: Our Directors’ Remuneration Policy
is aligned to Trustpilot’s culture and values. Specifically,
the annual bonus and LTIP currently include performance
measures based on Trust, which supports our focus on
living our values – including to act ‘Always with Integrity’
and be ‘Positively Human’. The Committee strives to build
a sustainable performance culture at the management
level that can cascade down throughout the Company.
The Board sets the framework of KPIs against which we
monitor the performance of the Company and the
Committee links the performance metrics to those KPIs.
We are also keen to foster a culture of share ownership
throughout the Company and operate broad participation
share arrangements.
No specific engagement on remuneration has taken place
with shareholders during 2022 following the AGM, but we
continue to consider the views of institutional shareholders
and the guidance of the major shareholder representative
bodies. In agreeing annual bonus outturns for the year, the
Committee considered the shareholder experience and
determined that the formulaic outturn was appropriate.
Annual statement from the Chair of the Remuneration Committee
Committee members
Angela Seymour-Jackson
Claire Davenport
Rachel Kentleton
3 6
Committee
members
Committee
meetings
Angela Seymour-Jackson
Chair of the Remuneration Committee
Trustpilot
Annual report 2022
2.Strategic report 4.Financial statements
131
3.Governance1.Overview
No LTIPs were due to vest by reference to a performance
period ending in 2022. An award under the LTIP was made to
both Peter Holten Mühlmann and Hanno Damm over shares
worth 200% of base salary in April 2022. This award will be
measured on relative TSR (55%), ARR growth (25%) and
Trust (20%) over three years, vesting in April 2025. A further
two-year holding period will apply to any shares vesting
under the LTIP to the Executive Directors, after tax.
Overall, the Remuneration Committee is satisfied that
executive remuneration in the year was appropriate, and
thatthe annual bonus outturn was a fair reflection of the
Company’s performance in the year. Total remuneration
forthe Executive Directors was in line with the intended
operation of the Policy, given performance, and believes
thatthe ratio of CEO to employee pay is appropriate.
Implementation of Directors’ Remuneration Policy in FY23
The Policy operated as intended in 2022 with regard to
quantum and performance; the Committee believes the
annual bonus outturn was a fair reflection of performance in
the year. No significant changes are proposed to executive
remuneration for 2023. The Directors’ Remuneration Policy
was approved by shareholders in May with near unanimous
support and, although the Policy provides flexibility to
increase the opportunities available under the annual
bonusand LTIP, we are not proposing increasing these
asapercentage of salary for 2023.
Base salaries for the Executive Directors increased by 3%
with effect from 1 March 2022, to DKK 4,284,571 for the CEO
and USD 472,101 for the CFO. By comparison, the average
salary increase awarded under the salary review to the wider
Trustie population was 5.8%.
Pension contributions were increased from 3% to 4% for
Trusties in the US with effect from 1 January 2023. The CFO’s
pension is limited under the Policy at the level available to other
Trusties in the US and so this increase applies to Hanno Damm.
In practice, however, caps on 401k matches mean that Hanno
will not be able to utilise thisincrease.
The maximum annual bonus opportunity will continue to be
125% of salary, with 25% of bonus outcomes (net of tax)
deferred in shares. For 2023, the bonus measures will be a
combination of ARR and Adjusted EBITDA** (75%),
employee engagement (15%) and Trust (10%). Additionally,
an Adjusted EBITDA underpin will apply under which annual
bonus will be reduced, potentially to zero, to the extent that
the underpin is not met.
LTIP awards will be granted for 2023 over shares equal to
200% of salary. The Remuneration Committee believes that
this award level remains appropriate for 2023. Although
Trustpilot’s share price has fallen since the April 2022 grants,
the use of a three-month averaging period for determining
the number of shares under award helps to mitigate this and
ensures that awards are not unfairly influenced by short-term
spikes. Applying this policy in 2022 reduced the number of
shares which we may otherwise have awarded. The 2023
awards will vest on the third anniversary of grant, with a
further two-year holding period applying to the Executive
Directors. The measures for 2023 will be relative TSR (75%)
and Trust (25%). This is a simplfication and addresses having
the same financial metric in both bonus and LTIP.
Conclusion
We remain committed to a responsible approach to executive
pay, as I trust our approach for 2023 demonstrates. The
Committee recognises the importance of developing a
closerelationship with shareholders in facilitating its work
indeveloping our pay arrangements. I am happy to meet
orspeak with shareholders if there are any questions or
feedback on our approach to executive remuneration or this
report. I will be attending the AGM on 23 May 2023 and
would welcome your questions – and you can also contact
me through our Company Secretary, Carolyn Jameson.
At the AGM on 23 May 2023, Shareholders will be asked to
approve an advisory resolution to approve both this annual
statement and the annual report on remuneration. I look
forward to receiving your support.
Angela Seymour-Jackson
Chair of the Remuneration Committee
20 March 2023
Annual statement from the Chair of the Remuneration Committee continued
In my role as Designated Non-Executive Director for
employee engagement, I hosted a number of sessions
alongside my Board colleagues to engage with Trusties in
theyear. In one of these sessions, I engaged specifically
onexecutive remuneration and how this links with wider
workforce pay. We will continue these sessions in2023.
A significant proportion of our workforce has share interests
acquired through our broadly-based share plans:
Our warrants program, under which market-value warrants
held prior to the IPO in the Company’s subsidiary,
Trustpilot A/S, were replaced by warrants in the Company
as part of the IPO Restructuring.
Our Restricted Share Plan and Long-Term Incentive Plan,
each established at the time of our IPO.
Our Executive Directors directly hold shares in the Company,
as well as holding share interests through the Warrants
Program and LTIP (see page 139 for details). These holdings,
along with annual bonus deferral, LTIP holding periods and
post-cessation shareholding guidelines, enhance the
alignment of interests between our Executive Directors and
shareholders, and contribute to appropriate risk mitigation.
Remuneration in FY22
Base salaries for Peter Holten Mühlmann and Hanno Damm
were set at DKK 4,159,778 and USD 458,350, respectively,
with effect from 1 January 2022.
The maximum annual bonus for Executive Directors in 2022
was 125% of salary, with 50% of maximum payable for
achieving performance in line with targets. The annual bonus
was measured on ARR (50%), Active consumers (20%),
Active domains (20%) and Trust (10%). As I have touched
onabove, Management has taken difficult decisions for the
long-term benefit of the Company this year, which have
impacted on the ability to achieve bonus targets, in
particularfor the ARR measure. The annual bonus for 2022
paid out 35.7% of maximum. The Committee believes that
this formulaic outturn is appropriate and did not apply
discretion to amend this. In line with our Policy, 25% of
bonus outcomes (net of tax) for the Executive Directors is
required to be deferred in shares for two years.
** Alternative performance measure (APM) – further detail available in note 4
Trustpilot
Annual report 2022
2.Strategic report 4.Financial statements
132
3.Governance1.Overview
$161m
$185m
$195m
$174m
Actual
100k
120k
150k
100k
Outturn
42m
50m
60m
44m
Outturn
ARR* (50% weighting)
Active consumers* (20% weighting) Trust measure (10% weighting)
Active domains* (20% weighting)
3.5
4.1
3.8
4.3
4.1Outturn
* Key performance indicator (KPI) – further detail available on pg 49
0 1000
Peter Holten Mühlmann
Hanno Damm
Summary of Executive Directors’ Remuneration in FY22 Summary of FY22 annual bonus results
Directors’ remuneration at a glance
$0K $1,000K$750K$500K$250K
Base salary
Benefits
Pension
Annual bonus
Trustpilot
Annual report 2022
2.Strategic report 4.Financial statements
133
3.Governance1.Overview
Our pay principles
Promotion of the long-term success of the Group
Clear and simple
Aligned with the interests of shareholders and
otherstakeholders
Performance related and linked to our KPIs
Competitive but not excessive
Aligned with our culture and values
Directors’ remuneration at a glance continued
Implementation of our Directors’ Remuneration Policy in 2023
Fixed pay
Salary CEO – DKK 4,284,571 (+3%)
CFO – USD 472,101 (+3%)
Pension CEO – 3%
CFO – 4%
Benefits Entitlement to private medical insurance, life insurance and income
protection insurance, depending upon location
Annual bonus
Maximum CEO – 125% of salary per annum
CFO – 125% of salary per annum
Performance measures ARR and Adjusted EBITDA (75% weighting); employee engagement
(15%); Trust measure (10%)
The payment of an annual bonus is subject to achievement of an
Adjusted EBITDA underpin. Annual bonus will be reduced, potentially
to zero, to the extent the underpin is not achieved
Operation For Executive Directors, 25% (net of tax) deferred into shares
for two years
Recovery and withholding provisions operate
Long-Term
Incentive Plan
Award level CEO – 200% of salary per annum
CFO – 200% of salary per annum
Performance measures Relative TSR (75%); Trust measure (25%)
Operation Performance measures over three years
For Executive Directors, a two-year additional holding period applies
to shares acquired pursuant to vested awards (net of shares equal to
any tax liability and nominal cost of acquisition)
Recovery and withholding provisions operate
Share
ownership
guidelines
In-employment guideline 200% of salary
Post-cessation guideline 200% of salary to be held for two years post-employment
Trustpilot
Annual report 2022
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134
3.Governance1.Overview
Role and composition of the Remuneration Committee
The Board is ultimately accountable for executive
remuneration and delegates this responsibility to the
Remuneration Committee. The Committee is responsible for
developing and implementing a Directors’ Remuneration
Policy which supports the Group’s strategy, and for
determining the Executive Directors’ individual packages
andterms of service together with those of the other
members of senior management (including the Company
Secretary). When setting the remuneration terms for
Executive Directors, the Committee reviews and has regard
to workforce remuneration and related policies, and takes
close account of the remuneration-related provisions of the
UK Corporate Governance Code, including the requirements
relating to clarity, simplicity, risk mitigation, predictability,
proportionality and alignment to culture.
The Committee is formally constituted and operates on
written terms of reference, which are available on the
Company’s website at investors.trustpilot.com.
The Committee currently comprises Angela Seymour-
Jackson (Chair), Rachel Kentleton and Claire Davenport,
whowere members throughout 2022. Details of attendance
at meetings during the year are set out on page 102.
Attendance at meetings is also extended by invitation of the
Committee to the Chair of the Board, Deputy Chair, CEO,
CFO, Chief People Officer, Head of Reward and the
Company Secretary, as required, who are consulted on
matters discussed by the Committee, unless those matters
relate to their own remuneration. The Deputy Company
Secretary acts as Secretary to the Committee. Advice or
information is also sought directly from other employees
where the Committee feels that such additional contributions
will assist the decision-making process.
Annual report on remuneration
The Committee is authorised to take such internal and
external advice as it considers appropriate in connection
withcarrying out its duties, including the appointment of its
own external remuneration advisors. During the year, the
Committee was assisted in its work by FIT Remuneration
Consultants LLP.
FIT was appointed by the Committee in September 2019
following a tender process and has provided advice in
relation to general remuneration matters and the design of
the Directors’ Remuneration Policy. Fees paid to FIT in
relation to advice provided to the Committee during the year
to 31 December 2022 were GBP 156,778 (excluding VAT),
charged on a time/cost basis (compared with GBP 105,741
for the period from IPO to 31 December 2021). FIT did not
provide any other services to the Company. FIT is a member
of the Remuneration Consultants Group and, as such,
voluntarily operates under the code of conduct in relation to
executive remuneration consulting in the UK. The Committee
is satisfied that the advice they received from FIT was
objective and independent.
The Committee considered the following main items during
the year to 31 December 2022:
Review and approval of the remuneration packages for
our current Executive Directors and Executive Committee
members.
Setting of annual bonus and long-term incentive plan
measures for 2023.
Reviewing the approach to all-employee reward and
Trustpilot’s Gender Pay Gap report.
Granting awards under the RSP to employees (excluding
the Executive Directors).
Monitoring of external market practice and developments
in the governance expectations of institutional
shareholders and shareholder representative bodies.
Determining the bonus outcomes under the FY22
bonusplan.
Single total figure of remuneration for each Director
(audited)
The table below reports the total remuneration receivable by
those Directors who performed qualifying services during the
year to 31 December 2022. For comparison, 2021 figures are
shown which relate to the period from incorporation of the
Company on 8 February 2021 to 31 December 2021. The
information that follows has been audited (where indicated)
by the Company’s auditors, PricewaterhouseCoopers LLP.
Trustpilot
Annual report 2022
2.Strategic report 4.Financial statements
135
3.Governance1.Overview
Annual report on remuneration continued
Base salary /
Fees
$000
Benefits
1
$000
Annual
bonus
2
$000
Long-term
incentives
3
$000
Pension
4
$000
Total
$000
Total fixed
$000
Total variable
$000
Executive Directors
Peter Holten
Mühlmann
2022 589 263 18 870 607 263
2021 555 310 17 882 572 310
Hanno Damm 2022 458 33 204 9 704 500 204
2021 393 19 219 8 639 420 219
Non-Executive Directors
Tim Weller 2022 247 247 247
2021 226 226 226
Zillah Byng-Thorne 2022 24 24 24
Angela Seymour-
Jackson
2022 93 93 93
2021 86 86 86
Claire Davenport 2022 80 80 80
2021 76 76 76
Rachel Kentleton 2022 93 93 93
2021 88 88 88
Joe Hurd 2022 80 80 80
2021 52 52 52
Mohammed
Anjarwala
5
2022
2021
Ben Johnson
5
2022
2021
Total 2022 1,664 33 467 27 2,191 1,724 467
2021 1,476 19 529 25 2,049 1,520 529
1 Non-salary benefits included the provision of a company-paid telephone and, for Hanno Damm, life and health insurances.
2 The annual bonus pay-out was based on an outcome of 35.7% of the maximum bonus opportunity. Further details on how this pay-out was determined are set out below. No element of annual bonus is attributable to share price appreciation.
3 No long-term incentives were capable of vesting for performance ending in the period. Tim Weller, Peter Holten Mühlmann, Hanno Damm and Angela Seymour-Jackson were each granted warrants in Trustpilot A/S in February 2021. As the February 2021
awards were market-value warrants, the warrants had no intrinsic value at the time of award which needs to be recognised in the single total figure table.
4 The amount of employer contribution based on a fixed percentage of base salary.
5 Mohammed Anjarwala and Ben Johnson are shareholder-appointed Directors and do not receive any fee in respect of their appointment as Non-Executive Directors.
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2.Strategic report 4.Financial statements
136
3.Governance1.Overview
Annual bonus for the year ending 31 December 2022 (audited)
For FY22, Executive Directors were eligible for an annual discretionary cash bonus of up to 125% of salary, whereby performance objectives were established at the beginning of the financial
period by reference to suitably challenging corporate goals over the 12-month period. These comprised targets based on a mix of financial and strategic non-financial performance measures.
The performance-related outcomes were as follows:
1 For the purposes of measuring the ARR metric and to maintain consistency, the exchange rates used in setting the target were used in measuring the actual performance against that target. Accordingly, the ARR figure reported here differs from ARR
reported elsewhere in this annual report.
2 25% of bonus (after tax) is deferred in shares for two years. No further performance conditions will apply to this deferred element of bonus.
Annual report on remuneration continued
Metric
Weighting
(% of max bonus)
Minimum
(25% of max)
Target
(50% of max) Max
Actual
performance
Pay-out
(% of max)
Outcome
(% of weighting
for this metric)
ARR
1
(USD m) 50% 161 185 195 174.1 39% 19.3%
Active consumers (m) 20% 42 50 60 44.2 32% 6.4%
Active domains (‘000) 20% 100 120 150 100.4 26% 5.1%
Trust measure 10% 3.5 4.1 4.3 4.07 49% 4.9%
Total 35.7%
Trustpilot
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2.Strategic report 4.Financial statements
137
3.Governance1.Overview
Executive Date of grant Type of award
1
Face value of award Number of shares
3
End of performance period
Peter Holten Mühlmann 5 April 2022 Nominal-cost options GBP 942,277 (200% of salary) 535,318 April 2025
4
Hanno Damm 5 April 2022 Nominal-cost options GBP 699,077 (200% of salary) 397,153 April 2025
4
Annual report on remuneration continued
LTIP awards with performance periods ending in the year (audited)
There were no long-term incentive awards capable of vesting in relation to performance during the year.
LTIP awards granted in the year (audited)
1 The exercise price of awards granted during the year is GBP 0.01 per share.
2 The face value of awards was determined using exchange rates as 1 April 2022, being GBP 1 = DKK 8.8292 and GBP 1 = USD 1.3113.
3 The number of shares under award was determined using the three-month average share price to the date of grant of GBP 1.7602 and rounded down to the nearest whole share.
4 The TSR metric is measured over three years from the date of grant; the ARR growth and Trust Measure metrics are measured over a period of three financial years ending 31 December 2024.
We moved to basing awards on a three-month average share price for the 2022 awards. This helps to smooth short-term share price movements and, for the April 2022 awards, had the impact
of reducing the number of shares under award by approximately 18.5% compared with using the spot price of 144p on 4 April 2022.
These awards vest based on performance against the following targets. Vesting for the TSR and ARR portions of the awards between threshold and maximum is on a straight-line basis; vesting
for the Trust measure portion target will be stepped between 3.5 and 3.75 (at which point 50% of the Trust measure part will vest), and thereafter it will be measured on a straight-line basis up
to the maximum.
Payments for loss of office and to past Directors (audited)
No such payments were made during the year.
Relative TSR ARR Trust measure
Basis of measurement TSR relative to FTSE 250 constituents (excluding investment trusts) Compound annual growth rate (“CAGR”) Average Trust rating
Threshold Median (25% vesting) 20% (25% vesting) 3.5 (0% vesting)
Maximum Upper quartile 30% 4.2
Trustpilot
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138
3.Governance1.Overview
Statement of Directors’ shareholding and share interests (audited)
The following table shows the interests of Directors and their connected persons in the Company’s ordinary shares as at 31 December 2022.
1 Deferred bonus shares are included in the number of shares owned outright.
2 Comprising 4,480,632 shares held personally by the CEO and 4,162,338 shares held through a holding company wholly owned by him.
3 Comprising the value of shares owned outright and vested warrants as at 31 December 2022, calculated by multiplying the number of each by the closing share price on 31 December 2022 and, in the case of the vested warrants, deducting the aggregate
warrant exercise price (being GBP 810,586 for Peter Holten Mühlmann and GBP 809,781 for Hanno Damm) and the maximum tax and social security liabilities that would have been incurred if the vested warrants had been exercised.
4 Tim Weller exercised 739,986 legacy warrants in the year. This comprised 207,090 warrants that were exercised on 1 April 2022 at an exercise price of GBP 0.299472 each, 298,896 warrants that were exercised on 1 April 2022 at an exercise price of GBP
0.431580 each and 234,000 warrants that were exercised on 1 April 2022 at an exercise price of GBP 1.345535 each. The closing share price on 1 April 2022 was GBP 1.431.
5 Angela Seymour-Jackson exercised 292,500 legacy warrants in the year. This comprised 292,500 warrants that were exercised on 22 April 2022 at an exercise price of GBP 0.299472. The closing share price on 22 April 2022 was GBP 1.224.
6 Mohammed Anjarwala is a shareholder-appointed Director for Sunley House Capital, which beneficially held 21,593,421 shares in the Company as at 31 December 2022.
7 Ben Johnson is a shareholder-appointed Director for Vitruvian Partners, which beneficially held 37,544,546 shares in the Company as at 31 December 2022.
There have been no changes to the interests shown in the table above between 31 December 2022 and 20 March 2023, other than time-based vesting of warrants in accordance with their
terms asfollows:
Peter Holten Mühlmann – an additional 2,153,190 warrants have vested.
Hanno Damm – an additional 1,076,556 warrants have vested.
Tim Weller – an additional 74,958 warrants have vested.
Angela Seymour-Jackson – an additional 97,500 warrants have vested.
Annual report on remuneration continued
Number of shares
owned outright (including
connected persons)
1
Unvested LTIP awards
subject to performance
conditions
Vested warrants,
not subject to performance
conditions
Unvested warrants,
not subject to performance
conditions
Shareholding as a %
of salary at 31 December
2022
3
Shareholding
guideline as a
% of salary
Shareholding
guideline
met?
Peter Holten Mühlmann 8,642,970
2
888,518 3,914,820 5,281,458 2,022% 200% Yes
Hanno Damm 16,000 641,371 2,983,968 2,640,690 267% 200% Yes
Tim Weller
4
2,309,859 307,242 74,958 N/A N/A N/A
Zillah Byng-Thorne N/A N/A N/A
Angela Seymour-Jackson
5
295,480 156,000 97,500 N/A N/A N/A
Claire Davenport N/A N/A N/A
Rachel Kentleton 28,971 N/A N/A N/A
Joe Hurd 6,297 N/A N/A N/A
Mohammed Anjarwala
6
N/A N/A N/A
Ben Johnson
7
N/A N/A N/A
Trustpilot
Annual report 2022
2.Strategic report 4.Financial statements
139
3.Governance1.Overview
Total shareholder return performance graph
The graph below shows the value at 31 December 2022 of £100 invested in the Company on
23 March 2021 (i.e. the date of conditional trading on the London Stock Exchange) compared
to the value of £100 invested in the FTSE 250 Index (excluding investment trusts), making the
assumption that dividends are reinvested to purchase additional equity.
The FTSE 250 Index (excluding investment trusts) has been selected as a comparator due
tothe Company being a constituent at IPO. This allows comparison of the Company’s
performance against the performance of the Index as a whole.
CEO’s remuneration
The total remuneration figure for the CEO in 2022 is shown in the table below, along with
thevalue of bonuses paid and LTIP vesting, as a percentage of the maximum opportunity.
This table will build up to show 10 years’ worth of data over time.
Year CEO
CEO single figure of
total remuneration
$000
Annual bonus pay-out
% of maximum
LTIP vesting
% of maximum
2
2022 Peter Holten Mühlmann 870 35.7% N/A
2021 Peter Holten Mühlmann 882
1
45.7% N/A
1 Total remuneration for 2021 is the figure for the period from incorporation of the Company on 8 February 2021 to
31 December 2021, as shown in the single total figure of remuneration table.
2 No LTIP awards were eligible to vest during 2021 or 2022.
CEO to employee pay ratio
In 2022, we reached 250 UK employees for the first time. The table below presents the ratio of
CEO remuneration to that of the UK employees whose pay is at the 25th percentile, median
and 75th percentile for 2022. No comparison is provided for 2021 as Trustpilot was exempt
from this disclosure in 2021.
Year Method
25th percentile
pay ratio
Median
pay ratio
75th percentile
pay ratio
2022 Option A 9 : 1 8 : 1 6 : 1
The Company has chosen Option A under which to calculate the CEO to employee pay ratio
as this is the most robust of the available methodologies.
For each Trustie, total pay has been calculated in line with the single figure methodology, with
data as at 31 December 2022. Non-payroll benefits are modest and have been excluded from
this calculation. No other calculation adjustments or assumptions have been made.
Annual report on remuneration continued
0
50
100
150
23/03/21 31/12/21 31/12/22
Trustpilot
Return Index, rebased to 100 at 23 March 2021
FTSE 250 (excluding Investment Trusts)
Trustpilot
Annual report 2022
2.Strategic report 4.Financial statements
140
3.Governance1.Overview
There is a misalignment in the reporting of long-term incentives under the reporting
regulations; RSUs (available to selected Trusties, excluding the Executive Directors) are not
subject to performance conditions and so are included at grant; LTIPs (which form part of
Executive pay) are subject to performance conditions and so it is the value at vesting which
will be included in these calculations. No LTIPs were due to vest in the year.
Pay for the Chief Executive Officer is as shown in the single total figure of remuneration table
on page 136.
The table below shows the salary and total pay and benefits data used to calculate the 2022
CEO pay ratio. We have used an exchange rate of USD 1 = GBP 0.8085.
25th percentile pay
$000
Median pay
$000
75th percentile pay
$000
Salary 90.7 89.7 82.0
Total pay and benefits 98.6 111.0 134.7
Many Trusties working in our Commercial organisation receive commission which, under the
regulations, are considered part of annual bonus. For this reason, the salary figures for the 25th
percentile and median paid employees are higher than for the 75th percentile paid employee.
The Remuneration Committee believes the median ratio to be representative of pay and
progression policies for Trustpilot’s UK employees as a whole and, indeed, the wider
employee population. While these ratios are relatively modest compared with many listed
companies, we anticipate this ratio may widen in future years when the first LTIPs become
eligible to vest.
Variable remuneration is typically greater for more senior employees. Annual bonus
opportunities as a percentage of salary are based on job level, and RSUs are granted
aboveacertain level, with base awards increasing for more senior roles.
Percentage change in remuneration of Directors in comparison to other employees
The table below shows the percentage change from 31 December 2021 to 31 December 2022 in
base salary, taxable benefits and bonus for the Executive and Non-Executive Directors compared
with other employees of Trustpilot. This is the first such disclosure, as Trustpilot listed in 2021.
Trustpilot Group plc does not have any employees and so this data has been prepared using
UK employees on a FTE basis.
Percentage change (2021 to 2022)
1
Salary Benefits Annual bonus
Peter Holten Mühlmann
2
3% 0% -20%
Hanno Damm
2
3% 55% -20%
Tim Weller 0% N/A N/A
Zillah Byng-Thorne
3
N/A N/A N/A
Angela Seymour-Jackson 0% N/A N/A
Claire Davenport 0% N/A N/A
Rachel Kentleton 0% N/A N/A
Joe Hurd 0% N/A N/A
Mohammed Anjarwala
4
N/A N/A N/A
Ben Johnson
4
N/A N/A N/A
Total for UK employees 11% 0% -15%
1 The single total figure table data for 2021 relates to the period from incorporation of the Company on 8 February 2021 to
31 December 2021. In order to provide a reasonable comparison, the percentage change in remuneration for Directors is
shown on an annualised basis.
2 The percentage change figures for Peter Holten Mühlmann and Hanno Damm have been calculated on a local currency
basis, to ensure the data is not skewed by exchange rate fluctuations.
3 Zillah Byng-Thorne joined Trustpilot on 1 October 2022.
4 Mohammed Anjarwala and Ben Johnson are shareholder-appointed Directors and do not receive any fee in respect
of their appointment as Non-Executive Directors.
Annual report on remuneration continued
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Annual report 2022
2.Strategic report 4.Financial statements
141
3.Governance1.Overview
Relative importance of spend on pay
The table below shows the Company’s total employee costs compared with dividends paid:
Employee costs
($’000)
1
Dividends
($’000)
2022 $109,755
2021 $105,021
Percentage change 4.5% N/A
1 These figures have been extracted from note 6 to the financial statements on page 172.
Executive Directors’ service contracts
The table below summarises key details in respect of the Executive Directors’ contracts:
Date of joining Trustpilot
Group
Date of service contract
relating to the Company
Notice period (from
either party)
Peter Holten Mühlmann 1 April 2007 23 March 2021 12 months
Hanno Damm 1 January 2016 23 March 2021 6 months
Annual report on remuneration continued
Non-Executive Directors’ letters of appointment
The table below summarises key details in respect of the Non-Executive Directors’ letters
of appointment:
Date of joining
Trustpilot Group
Date of appointment
to the Board
of the Company
Notice period
(from either party)
Tim Weller 1 February 2013 23 February 2021 3 months
Zillah Byng-Thorne 1 October 2022 1 October 2022 3 months
Angela Seymour-Jackson 1 March 2019 23 February 2021 3 months
Claire Davenport 23 February 2021 23 February 2021 3 months
Rachel Kentleton 23 February 2021 23 February 2021 3 months
Joe Hurd 1 June 2021 1 June 2021 3 months
Mohammed Anjarwala
1
4 March 2019 23 February 2021 3 months
Ben Johnson
1
20 May 2015 23 February 2021 3 months
1 Mohammed Anjarwala and Ben Johnson are shareholder-appointed Directors. The relevant shareholder may direct that the
Company remove its appointed director within 10 business days.
External appointments
Neither Peter Holten Mühlmann nor Hanno Damm are currently appointed as a non-executive
director of any company outside the Group other than entities to which they are connected
and for which they receive no remuneration.
Voting at the Annual General Meeting
At the AGM on 25 May 2022, shareholders voted on our first Directors’ Remuneration Report
and our new Directors’ Remuneration Policy.
Votes For Votes Against Votes Withheld
2021 Directors’
Remuneration Report
282,404,898
(99.05%)
2,705,792
(0.95%)
30,000
Directors’ Remuneration Policy 283,633,633
(99.99%)
23,456
(0.01%)
1,483,601
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Annual report 2022
2.Strategic report 4.Financial statements
142
3.Governance1.Overview
Directors’ Remuneration Policy
The Directors’ Remuneration Policy for Executive and Non-Executive Directors was approved
at the 2022 AGM and will apply for the three-year period expiring at the 2025 AGM if approval
is not sought for a new Policy before that date. This can be found within the Company’s
Annual Report and Accounts for 2021, which is available on the Company’s website at
www.investors.trustpilot.com/results-centre.
Basic salary
The Committee reviews the Executive Directors’ base salaries on an annual basis. Salaries
were last increased with effect from 1 January 2022. From 1 March 2023, the Executive
Directors will receive a salary increase of 3% as set out below:
Base salary
from 1 January 2022
Base salary
from 1 March 2023 Increase
Peter Holten Mühlmann DKK 4,159,778 DKK 4,284,571 3%
Hanno Damm USD 458,350 USD 472,101 3%
Benefits and pension
The pension contributions available to US employees were increased for 2023 from 3% to 4%
of salary, and this increase will apply to the CFO. This will have no practical impact on the
CFO’s pension contributions due to 401k limits. No other changes are proposed to the
provision of pension and benefits for 2023.
Executive Directors will continue to be entitled to receive benefits that include private medical
and life insurance, and will receive pension contributions equal to 3% of salary for the CEO
and 4% of salary for the CFO (with CFO pension further capped at US 401k limits), in line with
the Directors’ Remuneration Policy.
Annual bonus
The maximum opportunity under the annual bonus plan will be 125% of base salary for both
Executive Directors. 25% of the total bonus payment (net of tax) must be used to acquire
shares in the Company which are required to be held for two years.
Bonuses will be based on a combination of ARR and Adjusted EBITDA (75%), employee
engagement (15%) and Trust measure (10%). In addition, an Adjusted EBITDA underpin will
apply to the annual bonus and bonus outturns will be reduced to the extent that the underpin
is not achieved, including to zero. The Committee has chosen not to disclose the detailed
performance targets for the forthcoming year in advance as these include matters which the
Committee considers commercially sensitive. Retrospective disclosure of the performance
against the targets will be made in next year’s annual report on remuneration to the extent the
targets are not considered to be commercially sensitive at that time.
The financial measure and Adjusted EBITDA underpin will ensure a focus on healthy
growthand profitability. Employee engagement and Trust will ensure a focus on Trusties
andour customers.
LTIP
Similar to the approach in 2022, it is intended to make LTIP awards in 2023 to the Executive
Directors over shares equal to 200% of salary. The performance metrics for these LTIP awards
will vest based on performance against the following targets:
Relative TSR Trust Measure
Basis of measurement TSR relative to FTSE 250
constituents (excluding investment
trusts)
Average Trust rating
Threshold (25% vesting) Median 4.0
Maximum Upper quartile 4.4
Implementation of Directors’ Remuneration Policy for 2023
Trustpilot
Annual report 2022
2.Strategic report 4.Financial statements
143
3.Governance1.Overview
TSR has been selected as it is most closely aligned with the experience of our shareholders.
TSR is a holistic measure of Trustpilot’s actions to date and future prospects. Trust is at the
heart of everything we do as a business and directly measures consumers’ experience with
our platform.
The TSR metric will be measured over three years from the relevant date of award; the Trust
Measure metric will be measured over a period of three financial years ending 31 December
2025. Vesting is on a straight line basis between the threshold and maximum targets for both
the TSR and Trust measures.
The number of ordinary shares in the Company over which the LTIP awards are granted
will be based on the average of the closing middle market quotations during the three-
month period preceding the relevant date of award (unless the Committee considers this
inappropriate for any reason).
Non-Executive Directors’ fees
The base fee for Non-Executive Directors has been increased by 3% from £65,000 to
£67,000. Non-Executive Directors’ fees for 2023 are as follows:
Annual fee (£000)
Chair
1,2
200/225
Deputy Chair
3
75
Base fee
4
67
Senior Independent Director
5
10
Audit Committee Chair 10
Nominations Committee Chair 10
Remuneration Committee Chair 10
Trust & Transparency Committee Chair
6
10
1 The Chair’s fee is all-inclusive; no additional fees are payable if the Chair acts as Chair of a Committee.
2 Tim Wellers fee for the role of Chair was £200,000, unchanged since IPO. From her appointment as Chair with effect 3 April
2023, Zillah Byng-Thorne’s fee is set at £225,000. In addition, she will receive an additional £1,000 gross per month as a
contribution towards the costs of a personal assistant or other administration service.
3 The fee for the Deputy Chair was set in 2022 ahead of appointing Zillah Byng-Thorne.
4 Mohammed Anjarwala and Ben Johnson are shareholder-appointed Directors and do not receive any fee in respect
of their appointment as Non-Executive Directors.
5 Angela Seymour-Jackson will receive £77,000 in aggregate.
6 The fee does not apply to the current Chair of the Trust & Transparency Committee, Carolyn Jameson, who is not
a Director of the Company.
On behalf of the Board
Angela Seymour-Jackson
Chair of the Remuneration Committee
20 March 2023
Implementation of Directors’ Remuneration Policy for 2023 continued
Trustpilot
Annual report 2022
2.Strategic report 4.Financial statements
144
3.Governance1.Overview
Information required in accordance with the
CompaniesAct 2006
Information Page reference
Results and financial
position for the year to
31 December 2022
Financial review on pages 45 to 51
Principal risks and
uncertainties
Risk management on pages 65
to78
Financial risk
management
Financial statements – note 21 on
pages 183 to 185
Greenhouse gas
emissions
Environment on pages 62 and 64
Likely future
developments
Chief Executive’s review on pages
18 to 26
Post-balance sheet
events
Finance review on page 48 and
Financial statements - note 29 on
page 188
Research and
development
Financial statements – note 2.6 on
page 164, note 10 on page 176
and note 11 on page 177
Sustainability Sustainability, pages 79 to 85
Disclosures required under Listing Rule 9.8.4R
Section Information required Page
1 Capitalised interest N/A
2 Unaudited financial
information
N/A
4 Long-term incentive
schemes
131-144
5 – 11 Miscellaneous N/A
12 and 13 Waiver of dividends N/A
14 Agreements with controlling
shareholders
N/A
Directors
Appointment and replacement of Directors
Information on the Directors of the Company who were in
office during the year and up to the date of signing the
financial statements can be found on pages 100 to 102.
Zillah Byng-Thorne was appointed to the Board with effect
from 1 October 2022. Each of the Directors, other than Tim
Weller, will offer themselves for either election or re-election
at the Company’s AGM. The process for the appointment and
replacement of Directors is determined by the Company’s
Articles of Association, the 2018 UK Corporate Governance
Code, the Companies Act 2006 and related legislation.
Directors’ service contracts and remuneration
Details of the Directors’ service contracts and remuneration
can be found in the Directors’ remuneration report on pages
131 to 144.
Directors’ interests
Details of the Directors’ interests in the shares of the
Company can be found on page 139 of the Directors’
remuneration report.
Qualifying third-party indemnity provisions
andinsurance
The Company has granted an indemnity to each of its
Directors, to the extent permitted under the Companies Act
2006, in respect of liabilities arising out of, or in connection
with, their positions with the Group. These indemnities were
in force throughout the tenure of each Director and remain in
force as at the date of this report. The Company maintains
directors’ and officers’ liability insurance for the Directors and
the Company Secretary.
Powers of the Directors
The powers of the Directors are determined by the
Company’s Articles of Association, the Companies Act 2006
and relevant UK legislation. The Directors manage the
day-to-day business of the Group and may exercise all the
powers of the Company provided that the Articles of
Association or relevant legislation do not require that any
powers must be exercised by the members.
Employees
Our employees are crucial to Trustpilot’s long-term success.
We recognise the importance of investing in, and rewarding
our workforce. Information on how we engage with our
employees, including reward and development, can be
foundon pages 82, 83 and 86-93 of the Strategic report
andinformation on the Board’s engagement with employees
canbe found on pages 106 of the Governance report. The
average number of employees within the Group is shown on
page 172 in note 6 to the Group financial statements.
During the year, we launched our Group and Board Diversity,
Equity and Inclusion Policies and our strategy for Diversity,
Equity and Inclusion acorss the busienss. We are committed
to ensuring equal opportunities for all as well as identifying
where inequity exists. This means working with our employees
to understand any challenges faced, as well as building more
awareness of the different lived experiences of people. This
allows Trustpilot as a business to understand where more
attention and action is needed to ensure every person who
works with us, as well as those who want to work with us,
have equal opportunities across all elements of the employee
and recruitment lifecycle. We have made good progress on
diversity, equity and inclusion at Trustpilot during the year.
Further information can be found on pages 82 and 86-93.
Individuals with disabilities
Trustpilot is an equal opportunities employer and we
welcome applications from all individuals, regardless of age,
disability, gender identity, marital status, race, ethnicity, faith
or belief, sexual orientation, socio-economic background,
veteran status, or whether pregnant or on family leave. We
are fully committed to supporting applications made by
disabled individausl make reasonable adjustments to their
environment where possible dependent on their needs.
We are also responsive to the needs of our employees.
Assuch, should any employee have a disability or become
disabled during their time with us, we will make reasonable
adjustments to their environment where possible, supporting
them to continue their role effectively. All employees have
access to our training, promotion and career development
irrespective of their gender, ethnicity, age or disability. Further
information diversity at Trustpilot can be found on pages 82
and 86-93.
Directors’ report
The Directors’ report for the audted consolidated financial statements of Trustpilot Group plc for the year ended 31 December 2022 is set out on pages 145 to 147. The following additional
information is incorporated by reference into this report, including information required in accordance with the Companies Act 2006 and rule 9.8.4R of the Listing Rules. The Governance report
comprising pages 98 to 147 is incorporated by reference and should be read as part of this report.
Trustpilot
Annual report 2022
2.Strategic report 4.Financial statements
145
3.Governance1.Overview
Directors’ report continued
Employee engagement
We systematically provide employees with information on
matters of concern to them. We are keen to ensure that
employees achieve a common awareness of the financial and
economic factors that might affect the performance of the
Company. Examples of our communication with employees
in this regard include global and functional ‘All Hands’ with
Q&A and regular ‘Ask me Anything’ sessions with the ELT. As
the Board considers our disclosures on engagement with
employees to be of strategic importance, we report on this
on pages 86 to 93 of the Strategic Report and they are
incorporated into this Directors’ Report by cross reference.
Further information on the Board’s engagement with
employees and how the Board has had regard to employee
interests, and the effect of that regard can be found on pages
106 of the Governance report.
The Company is keen to encourage share ownership by
employees and, although we do not currently offer an
anall-employee share ownership scheme, a significant
proportion of our workforce has share interests acquired
through our broadly-based share plans including our
Warrants program, RSP and LTIP. Further information on
theCompany’s share plans is set out in the Directors’
remunerationpolicy which is available on the Company’s
website at www.investors.trustpilot.com/results-centre.
Internal controls and risk management
Information on the Company’s internal controls and risk
management arrangements can be found in the Risk
Management section of the Strategic Report on pages 65 to
78 and in the Audit Committee Report on pages 119 to128.
Going concern
The Directors of the Company, in their detailed consideration of
going concern, reviewed the work undertaken by management
to support the going concern statement. In line with the
disclosures in Note 1 to the financial statements on pages 160
and 161, management has prepared monthly cash flows for an
18 month period and then sensitised for what the Directors
consider to be the most severe but plausible scenario that could
arise. The going concern and viability statements can be found
in the Strategic report on pages 49 to 51.
Dividends
The Company has not paid a dividend for the financial year
ended 31 December 2022 and does not recommend the
payment of a final dividend. As set out in the Prospectus,
theCompany intends to retain any earnings to finance the
growth and development of the business. The Company may
revisit its dividend policy in the future.
Political donations
No political donations were made during 2022.
Change of control
The Group’s USD30 m revolving credit facility with Silicon
Valley Bank is the one significant agreement which contains
provisions under which, in the event of a change of control of
the Company, the Company may be required to repay all
outstanding amounts borrowed.
All of the Company’s share plans contain provisions relating
to a change of control. A summary of the effect of a change
of control of the Company on the Company’s share plans
and how they become exercisable or due for settlement is
set out below:
LTIP – Awards will vest early and become immediately due
for settlement (if conditional awards) or exercisable for a
short period (if share options), subject in each case to
assessment by the Remuneration Committee of
performance against the performance conditions, and will
normally be prorated.
RSP – Vested portions of awards will remain due for
settlement if not already settled (if conditional awards) or
exercisable for a short period (if share options), but
unvested portions will lapse unless the Remuneration
Committee determines otherwise (in which case unvested
portions will normally be prorated).
Warrants – the Directors may determine that unvested
warrants will vest early and become immediately
exercisable. Warrants will lapse if they are not exercised
within a short period. Replacement warrants may
beoffered.
Articles of Association
The Company’s articles of association govern how the
internal affairs of the Company are run and cover matters
including the issue and transfer of shares, the conduct of
Board and shareholder meetings and the removal and
appointment of Directors. The Articles of Association may
only be amended by special resolution at a general meeting
of the shareholders. Copies of the Company’s Articles of
Association are available on request and can be found on
theCompany’s website, investors.trustpilot.com.
Capital structure
The Company has one class of shares in issue which is divided
into ordinary shares of £0.01 each (“Shares”). Each Share
carries the right to one vote at a general meeting of the
Company. As at 20 March 2023, the Company’s issued ordinary
share capital consisted of 416,385,099 Shares of £0.01 each.
Allotments of Shares
The Company issued 2,494,285 Shares during the year to
31December 2022 (inclusive) to satisfy obligations in relation
to the Company’s share plans and a further 143,458 Shares
during the period from 1 January 2023 to 20 March 2023.
Further information on the Company’s share capital can be
found in note 20 to the financial statements on pages 182
and 183.
Rights attaching to Shares
Subject to the Company’s Articles of Association, the
Companies Act and other shareholders’ rights, any Share
may be issued with such rights or restrictions as the
Company may by ordinary resolution determine or, if the
Company has not so determined, as the Directors may
determine. The rights and obligations attaching to the
Company’s Shares are set out in the Articles of Association
which are available on the Company’s website, investors.
trustpilot.com.
Trustpilot
Annual report 2022
2.Strategic report 4.Financial statements
146
3.Governance1.Overview
Restriction on the transfer of Shares
There are no restrictions on the transfer of Shares in the
Company, which is governed by the Articles of Association
and legislation. The Articles of Association set out the
circumstances under which the Directors may refuse to
register a transfer of a Share. The Company is not aware of
any agreements between shareholders that might result in
restrictions on the transfer of Shares or that may result in
restrictions on voting rights.
Purchase of own Shares
At the Annual General Meeting of the Company held on
25May 2022, shareholders passed a special resolution in
accordance with the Companies Act 2006 to authorise the
Company to make market purchases to a maximum of
41,496,258 Shares, representing 10% of the company’s
issued ordinary share capital on 5 April 2022. The Company
has not made use of this authority and it will expire at the
2023 AGM on 23 May 2023. A resolution to renew this
authority will be proposed at the 2023 AGM.
AGM
The 2023 AGM will be held at 2.00 p.m. on 23 May 2023 at
5th Floor, The Minster Building, 21 Mincing Lane, London
EC3R 7AG. Further information on the AGM can be found in
the notice of meeting which has been circulated to shareholders
and is available online at investors.trustpilot.com.
Auditor
The External Auditor of the Company is PwC. PwC has
confirmed that it is willing to continue in office and, on the
recommendation of the Audit Committee, a resolution for
theappointment of PwC as auditor of the Company will
beproposed to shareholders at the 2023 AGM. Further
information can be found in the Audit Committee report
onpages 119 to 128.
Disclosure of information to the auditor
In accordance with section 418 of the Companies Act 2006,
the Directors confirm that, so far as they are each aware,
there is no relevant audit information of which the Company’s
auditor is unaware; and each Director has taken all the steps
that they ought to have taken as a Director to make themselves
aware of any relevant audit information and to establish that the
Company’s auditor is aware of that information.
Subsidiaries and branches
The Group does not have any overseas branches. A list
ofthe Group’s subsidiaries can be found in note 28 on
page188.
Carbon reduction and emissions
Trustpilot has committed to carbon reduction and building
the Company’s first remissions reduction plan. Further
information on the Group’s emissions and how the Board and
Board committees have been engaged in considering TCFD
can be found in the TCFD section of the Strategic report on
pages 52 to 64.
Engagement with suppliers, customers and others
The Company takes into consideration the views of
suppliers, customers and other stakeholders. Information on
the Board’s engagement with customers and other key
stakeholders can be found on throughout the Strategic report
on pages 14 to 96 and in the Governance report on pages
105 to 107. Information on our engagement with suppliers on
modern slavery and human trafficking can be found on page
95 and supplier engagement on our scope 3 emissions can
be found in the TCFD section of the strategic report on
page64.
Additional information
The Company is a public limited company incorporated on
8February 2021 under the laws of England and Wales. The
Company is registered in England and Wales under the name
Trustpilot Group plc with company number 13184807.
Directors’ report continued
Disclosure required under Listing Rule 9.8.4R
As at 31 December 2022, the Company had been notified of
the following information, in accordance with Rule 5 of the
FCAs Disclosure Guidance and Transparency Rules, from
holders of notifiable interests in the Company’s issued
sharecapital.
Shareholder
Number of
ordinary
shares
% voting
rights
held
Vitruvian Partners LLP 37,544,546 9.13
SEED Capital Denmark II K/S 30,952,739 7.56
FIL Limited 29,509,656 7.13
Draper Esprit plc 25,204,514 6.13
Molten Ventures plc 23,259,000 5.59
Liontrust Investment Partners LLP 22,239,765 5.37
Sunley House Capital Master Limited
Partnership
21,593,421 5.25
The Capital Group Companies, Inc. 20,238,226 4.87
The London & Amsterdam Trust
Company Limited
16,900,000 4.11
Index Venture Associates VI Limited
9,745,069 2.35
BlackRock, Inc. Below 5% Below 5%
In the period from 31 December 2022 to 20 March 2023, the
Company received two notifications from Molten Ventures
plc the most recent notification disclosing a holding of
12,204,514 voting rights (2.93%) and one notification from
Northzone VI L.P., disclosing a holding of 24,723,050 voting
rights (5.94%).
By order of the Board
Carolyn Jameson
Company Secretary
20 March 2023
Trustpilot
Annual report 2022
2.Strategic report 4.Financial statements
147
3.Governance1.Overview
The Directors are responsible for preparing the Annual report
& accounts 2022 and the financial statements in accordance
with applicable law and regulation. Company law requires the
Directors to prepare financial statements for each financial
year. Under that law the Directors have prepared the Group
financial statements in accordance with UK-adopted
international accounting standards and the Parent Company
financial statements in accordance with United Kingdom
Generally Accepted Accounting Practice (United Kingdom
Accounting Standards, comprising FRS 102 “The Financial
Reporting Standard applicable in the UK and Republic of
Ireland”, and applicable law).
Under company law, 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 the profit or loss of the Group for that
period. In preparing the financial statements, the Directors
are required to:
select suitable accounting policies and then apply them
consistently;
state whether applicable UK-adopted international
accounting standards have been followed for the Group
financial statements and United Kingdom Accounting
Standards, comprising FRS 102, have been followed for
the Parent Company financial statements, subject to
anymaterial departures disclosed and explained in the
financial statements;
make judgements and accounting estimates that are
reasonable and prudent; and
prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the Group
and Parent Company will continue in business.
The Directors are responsible for safeguarding the assets
ofthe Group and Parent Company and hence for taking
reasonable steps for the prevention and detection of fraud
and other irregularities.
The Directors are also responsible for keeping adequate
accounting records that are sufficient to show and explain
the Group’s and Parent Company’s transactions and disclose
with reasonable accuracy at any time the financial position of
the Group and Parent Company and enable them to ensure
that the financial statements and the Directors’ remuneration
report comply with the Companies Act 2006.
The Directors are responsible for the maintenance and
integrity of the Parent Company’s website. Legislation
intheUnited Kingdom governing the preparation and
dissemination of financial statements may differ from
legislation in other jurisdictions.
Directors’ confirmations
The Directors consider that the Annual report & accounts
2022, taken as a whole, is fair, balanced and understandable
and provides the information necessary for shareholders to
assess the Group’s and Parent Company’s position and
performance, business model and strategy.
Each of the Directors, whose names and functions are listed
in the Governance section confirm that, to the best of their
knowledge:
the Group financial statements, which have been prepared
in accordance with UK-adopted international accounting
standards, give a true and fair view of the assets,
liabilities, financial position and loss of the Group;
the Parent Company financial statements, which have
been prepared in accordance with United Kingdom
Accounting Standards, comprising FRS 102, give a true
and fair view of the assets, liabilities and financial position
of the Parent Company; and
the Strategic report includes a fair review of the
development and performance of the business and the
position of the Group and Parent Company, together with
a description of the principal risks and uncertainties that
it faces.
In the case of each Director in office at the date the Directors’
report is approved:
so far as the Director is aware, there is no relevant audit
information of which the Group’s and Parent Company’s
auditors are unaware; and
they have taken all the steps that they ought to have taken
as a Director to make themselves aware of any relevant
audit information and to establish that the Group’s and
Parent Company’s auditors are aware of that information.
On behalf of the Board
Peter Holten Mühlmann
Chief Executive Officer
Hanno Damm
Chief Financial Officer
20 March 2023
Statement of Directors’ responsibilities
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148
3.Governance1.Overview
Financial
statements
Independent auditor’s report
to the members of Trustpilot Group plc 150
Consolidated statement of profit or loss 157
Consolidated statement of comprehensive income 157
Consolidated balance sheet 158
Consolidated statement of change in equity 159
Consolidated cash flow statement 160
Notes forming part of the financial statements 160
Company balance sheet 189
Company statement of changes in equity 190
Notes to the Company Financial Statements 190
four
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Trustpilot
Annual report 2022
2.Strategic report 3.Governance 4.Financial statements1.Overview
Report on the audit of the
financialstatements
Opinion
In our opinion:
Trustpilot Group plc’s group financial statements and
company financial statements (the “financial statements”)
give a true and fair view of the state of the group’s and of
the company’s affairs as at 31 December 2022 and of
thegroup’s loss and the group’s cash flows for the year
thenended;
the group financial statements have been properly
prepared in accordance with UK-adopted international
accounting standards as applied in accordance with the
provisions of the Companies Act 2006;
the company financial statements have been properly
prepared in accordance with United Kingdom Generally
Accepted Accounting Practice (United Kingdom
Accounting Standards, including FRS 102 “The Financial
Reporting Standard applicable in the UK and Republic of
Ireland”, and applicable law); and
the financial statements have been prepared in accordance
with the requirements of the Companies Act 2006.
We have audited the financial statements, included within the
Annual Report and Accounts (the “Annual Report”), which
comprise: the Consolidated and Company balance sheets as
at 31 December 2022; the Consolidated statement of profit or
loss, the Consolidated statement of comprehensive income,
the Consolidated and Company statements of changes in
equity and the Consolidated cash flow statement for the year
then ended; and the notes to the financial statements, which
include a description of the significant accounting policies.
Our opinion is consistent with our reporting to the
AuditCommittee.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (“ISAs (UK)”) and applicable law.
Our responsibilities under ISAs (UK) are further described in
the Auditors’ responsibilities for the audit of the financial
statements section of our report. We believe that the audit
evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Independence
We remained independent of the group in accordance with
the ethical requirements that are relevant to our audit of the
financial statements in the UK, which includes the FRC’s
Ethical Standard, as applicable to listed public interest
entities, and we have fulfilled our other ethical responsibilities
in accordance with these requirements.
To the best of our knowledge and belief, we declare that
non-audit services prohibited by the FRC’s Ethical Standard
were not provided.
Other than those disclosed in Note 7 to the Consolidated
financial statements ‘Operating loss’, we have provided no
non-audit services to the company or its controlled
undertakings in the period under audit.
Our audit approach
Context
Trustpilot Group plc was admitted to the Official List of the
UK Listing Authority and was admitted to trading on the Main
Market of the London Stock Exchange on 26 March 2021.
This is the Group’s second Annual Report since admission.
Overview
Audit scope
The Group operates in eight countries, across nine
reporting units.
A local PwC component team was engaged to perform a
full scope audit over the two significant components.
PwC Group audit team performed audit procedures over
specific balances within a further three reporting units.
In total, this accounted for 100% of Group revenue, 96%
of Group total assets and 85% of Group loss before tax.
Key audit matters
Revenue recognition (group)
Share-based payment transactions (group and parent)
Materiality
Overall group materiality: US$1,500,000 (2021:
US$1,256,000) based on 1% of revenue.
Overall company materiality: £620,000 (2021: £550,000)
based on 1% of total assets.
Performance materiality: US$1,125,000 (2021: US$942,000)
(group) and £465,000 (2021: £412,000) (company).
The scope of our audit
As part of designing our audit, we determined materiality and
assessed the risks of material misstatement in the financial
statements.
Key audit matters
Key audit matters are those matters that, in the auditors’
professional judgement, were of most significance in the
audit of the financial statements of the current period and
include the most significant assessed risks of material
misstatement (whether or not due to fraud) identified by the
auditors, 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.
Independent auditors’ report to the members of Trustpilot Group plc
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1.Overview 4.Financial statements
These matters, and any
comments we make on the
results of our procedures
thereon, were addressed in
thecontext of our audit of
thefinancial statements as
awhole, and in forming our
opinion thereon, and we do
notprovide a separate opinion
on these matters.
This is not a complete list of all
risks identified by our audit.
Revenue recognition is a new
key audit matter this year.
Group reconstruction for IPO:
related accounting and
classification of IPO costs,
which was a key audit matter
last year, is no longer included
because of there being no
further changes in the current
year and the accounting having
been completed and audited in
the prior year. Otherwise, the
key audit matters below are
consistent with last year.
Key audit matter How our audit addressed the key audit matter
Revenue recognition (group)
As disclosed within note 2.2 ‘Summary of significant accounting policies - Revenue’, the Group generates
revenue from the sale of subscription plans, with contract terms generally for a period of 12 months, and
subject to annual renewals. Invoicing typically happens upfront on an annual, quarterly or monthly basis.
The provision of services under the contract are considered to be a single performance condition satisfied
over the life of the contract. The consideration for the contract is inline with the contract price. Customer
arrangements are assessed to ensure no other performance conditions or customer benefits arise, and that
the period for revenue recognition is in line with the contract life. Incremental costs are incurred in obtaining
the contracts, largely relating to internal sales commissions. There is judgement whether these are recoverable
due to the current profitability levels of individual markets in order to assess if these should be deferred and
amortised over a period commensurate to the contract value.
We have assessed the Group’s revenue recognition policy and ensured
that revenue recognised is in accordance with the policy.
The audit procedures we performed in relation to this risk included:
Substantively testing revenue back to contracts, invoices and cash,
and ensuring that an appropriate level of revenue is deferred where
invoicing is ahead of revenue recognition;
Assessing credit notes raised post year end to validate the occurrence
of revenue;
Assessing contracts terms and broader customer arrangements to
assess the performance obligations within the contract; and
Substantively testing commissions paid as part of acquiring the
contract, considering their recoverability and assessing management’s
view of amortisation periods based on values paid and typical
renewalperiods.
Share-based payment transactions (group and parent)
Shared-based payments is a complex accounting area containing certain key assumptions which
underpin the accounting estimate of fair value of awards. The Group operated a number of share
schemes which have been made available to certain employees: employee warrants, Restricted Share
Plan (RSP) and the Long Term Incentive Plan (LTIP). The total IFRS 2 ‘Share-based Payment’ charge is
$5,853,000 (2021: $6,527,000). The valuation of share-based payment requires a level of estimation and
use of option pricing models. There is a moderate level of estimation uncertainty in the valuation and
accounting treatment of employee share awards. This has reduced from the prior year as the valuations
are less judgemental, in particular as market prices are available for the shares post IPO. Refer to the
Directors’ Remuneration Report, the share based payment accounting policy in note 2.25 of the financial
statements, the critical accounting estimate in note 3.1 and the share based payments in note 8 for
details on the share options and related charges.
Employee share awards and associated social security costs are settled by the company either through
issue of shares or cash payments, and therefore where these relate to employee services provided to
subsidiary companies they are accounted for as capital contribution and added to cost of investments in
subsidiaries. Refer to the Principal Accounting Policies ‘Investment in Subsidiaries’ for details on the
capital contribution accounting for the share based payment entries. Detailed calculations are produced
to calculate the allocation of the charges related to the subsidiaries, and the valuation of the unsettled
social security costs based on the intrinsic value of unvested awards at the year end.
The audit procedures we performed in relation to this risk included:
Completed sample testing over awards granted, agreeing to
supporting documentation including individual award letters sent to
employees and the appropriate Remuneration Committee approval;
Considered the key assumptions in the option pricing model, and
that an appropriate valuation methodology had been applied;
For the current year expense, we have performed a recalculation of
the charge based on our independent assessment of the expected
level of vesting;
We have tested the social security liability arising by recalculating
the amounts arising based on the intrinsic value of the unvested
share awards at the balance sheet date and applicable social
security rates;
We have evaluated the appropriateness of the disclosures made in
the Group financial statements by reference to the audit procedures
outlined above; and
We have tested the allocation of the associated charges arising
between the Company and subsidiaries to consider the
appropriateness of the additions made to cost of investment.
Based on the above procedures we are comfortable that these
amounts have been appropriately disclosed and accounted for within
the financial statements.
Independent auditors’ report to the members of Trustpilot Group plc continued
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1.Overview 4.Financial statements
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed
enough work to be able to give an opinion on the financial
statements as a whole, taking into account the structure of
the group and the company, the accounting processes and
controls, and the industry in which they operate.
The Group is organised as only one operating segment.
Whilst there are customers in many regions around the
world,the majority of sales and transactions occur within
Trustpilot A/S and Trustpilot, Inc., a Danish and US company
respectively. UK revenues and costs associated with that
market, other than those employees employed directly in
theUK, are included in the Danish component. Results are
produced through a centralised finance team, who are
physically based across Denmark, the US and the UK,
utilising common systems with the books and records
maintained in Copenhagen, Denmark. The Group financial
statements are a consolidation of nine reporting units,
basedin eight countries, with the two revenue generating
subsidiaries being Trustpilot A/S and Trustpilot, Inc. For the
purposes of the Group audit we concluded that Trustpilot
A/S and Trustpilot, Inc, in our view, required a full audit of
their complete financial information in order to ensure that
sufficient audit evidence was obtained. Both of these
reporting units were considered to be significant components
due to their financial significance. These audits were
performed by PwC Denmark with oversight exercised by us
as the Group team. In addition, we as the Group team,
performed specified procedures on three further reporting
units. This provided 100% coverage over Group revenue,
96% coverage over Group total assets and 85% over
Grouploss before tax. The Group consolidation, financial
statements disclosures and a number of centralised
functions were audited by the Group engagement team.
These included, but were not limited to, audit procedures on
share based payment accounting and UK and USA taxation.
We also performed Group level analytical procedures on all
of the remaining out of scope active reporting units to identify
any unusual transactions. Where work was performed by
component auditors, we determined the level of involvement
we needed to have in the audit work at those reporting units
to be able to conclude whether sufficient appropriate audit
evidence had been obtained as a basis for our opinion on
theGroup financial statements. We issued formal written
instructions to the component auditors setting out the audit
work to be performed by them and maintained regular
communication with the component auditors throughout the
audit cycle. These interactions included a physical site visit
and holding regular video calls, as well as reviewing and
assessing any matters reported. The Group engagement
team also reviewed selected audit working papers for both
significant components.
The impact of climate risk on our audit
In planning our audit, we have considered the potential
impact of climate change on the Group. Given the principal
activities of the Group, climate risk is not expected to have a
significant impact on the Group’s business. As part of our
audit, we have evaluated management’s climate change risk
assessment and the assessment of the impact of those risks
on the Group financial statements, and we remained alert
when performing our audit procedures for any indicators of
the impact of climate risk. We note management’s conclusion
that there are limited transitional and physical risks,
particularly in the short term and therefore they have limited
current financial statement impact. We have performed
procedures to evaluate the appropriateness of management’s
risk assessment. We considered whether the Group had any
externally published environmental targets and we
challenged management on any potential additional future
costs. We assessed whether there would be any key financial
statement line items and estimates which could be more
likely to be impacted by climate risks. We have assessed
management’s own more severe stress test for potential
climate change impact on the going concern assumption.
However, our procedures did not identify any material impact
on either the Group financial statements or our key audit
matters for the year ended 31 December 2022.
Independent auditors’ report to the members of Trustpilot Group plc continued
Materiality
The scope of our audit was influenced by our application
ofmateriality. We set certain quantitative thresholds for
materiality. These, together with qualitative considerations,
helped us to determine the scope of our audit and the nature,
timing and extent of our audit procedures on the individual
financial statement line items and disclosures and in
evaluating the effect of misstatements, both individually
andin aggregate on the financial statements as a whole.
Based on our professional judgement, we determined
materiality for the financial statements as a whole as follows:
Financial statements – group Financial statements – company
Overall
materiality
US$1,500,000 (2021:
US$1,256,000).
£620,000 (2021:
£550,000).
How we
determined
it
1% of revenue 1% of total assets
Rationale for
benchmark
applied
We consider this to be
the quantitative measure
given the most attention
by the Group’s key
stakeholders as the
business is in a period
of growth.
We determined our
materiality based on total
assets, which is more
applicable than a
performance-related
measure as the Company
is an investment holding
company for the group.
For each component in the scope of our group audit, we
allocated a materiality that is less than our overall group
materiality. The range of materiality allocated across
components was between US$1,000,000 and US$1,350,000.
We use performance materiality to reduce to an appropriately
low level the probability that the aggregate of uncorrected
and undetected misstatements exceeds overall materiality.
Specifically, we use performance materiality in determining
the scope of our audit and the nature and extent of our
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1.Overview 4.Financial statements
testing of account balances, classes of transactions and
disclosures, for example in determining sample sizes. Our
performance materiality was 75% (2021: 75%) of overall
materiality, amounting to US$1,125,000 (2021: US$942,000)
for the group financial statements and £465,000 (2021:
£412,000) for the company financial statements.
In determining the performance materiality, we considered
anumber of factors - the history of misstatements, risk
assessment and aggregation risk and the effectiveness of
controls – and concluded that an amount at the upper end
ofour normal range was appropriate.
We agreed with the Audit Committee that we would report
tothem misstatements identified during our audit above
US$75,000 (group audit) (2021: US$62,500) and £31,000
(company audit) (2021: £27,500) as well as misstatements
below those amounts that, in our view, warranted reporting
for qualitative reasons.
Conclusions relating to going concern
Our evaluation of the directors’ assessment of the group’s
and the company’s ability to continue to adopt the going
concern basis of accounting included:
Evaluating management’s detailed cash flow forecasts
under both base case and downside scenarios. We have
also evaluated the reverse stress test scenario prepared
by management to assess the likelihood of this scenario
occurring.
Comparison of the going concern base case forecasts to
Board approved forecasts. We also considered whether
they were reasonable in light of previous performance,
future expectations and management’s track record of
accurate forecasting.
Reading the key terms of all committed debt facilities to
understand any terms, covenants or undertakings that
may impact the availability of the facility.
Assessing the adequacy of disclosures in the going
concern statement in the notes to the financial statements
in note 1.3 of the Group financial statements considering
the credit risk of the Group’s available financial assets,
including cash, to assess the likely continued availability
of these resources, with our work being extended in this
area following the take over of the group’s main
bankingpartner.
Based on the work we have performed, we have not identified
any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the
group’s and the company’s ability to continue as a going
concern for a period of at least twelve months from when
thefinancial statements are authorised for issue.
In auditing the financial statements, we have concluded that
the directors’ use of the going concern basis of accounting in
the preparation of the financial statements is appropriate.
However, because not all future events or conditions can be
predicted, this conclusion is not a guarantee as to the group’s
and the company’s ability to continue as a going concern.
In relation to the directors’ reporting on how they have
applied the UK Corporate Governance Code, we have
nothing material to add or draw attention to in relation to
thedirectors’ statement in the financial statements about
whether the directors considered it appropriate to adopt the
going concern basis of accounting.
Our responsibilities and the responsibilities of the directors
with respect to going concern are described in the relevant
sections of this report.
Reporting on other information
The other information comprises all of the information in the
Annual Report other than the financial statements and our
auditors’ report thereon. The directors are responsible for the
Independent auditors’ report to the members of Trustpilot Group plc continued
other information. Our opinion on the financial statements
does not cover the other information and, accordingly, we do
not express an audit opinion or, except to the extent
otherwise explicitly stated in this report, any form of
assurance thereon.
In connection with our audit of the financial statements,
ourresponsibility is to read the other information and, in
doingso, consider whether the other information is materially
inconsistent with the financial statements or our knowledge
obtained in the audit, or otherwise appears to be materially
misstated. If we identify an apparent material inconsistency or
material misstatement, we are required to perform procedures
to conclude whether there is a material misstatement of the
financial statements or a material misstatement of the other
information. If, based on the work we have performed, we
conclude that there is a material misstatement of this other
information, we are required to report that fact. We have
nothing to report based on these responsibilities.
With respect to the Strategic report and Directors’ report, we
also considered whether the disclosures required by the UK
Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit,
theCompanies Act 2006 requires us also to report certain
opinions and matters as described below.
Strategic report and Directors’ report
In our opinion, based on the work undertaken in the course
of the audit, the information given in the Strategic report
andDirectors’ report for the year ended 31 December 2022
is consistent with the financial statements and has been
prepared in accordance with applicable legal requirements.
In light of the knowledge and understanding of the group and
company and their environment obtained in the course of the
audit, we did not identify any material misstatements in the
Strategic report and Directors’ report.
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1.Overview 4.Financial statements
Directors’ Remuneration
In our opinion, the part of the Directors’ remuneration report
to be audited has been properly prepared in accordance with
the Companies Act 2006.
Corporate governance statement
The Listing Rules require us to review the directors’
statements in relation to going concern, longer-term viability
and that part of the corporate governance statement relating
to the company’s compliance with the provisions of the UK
Corporate Governance Code specified for our review. Our
additional responsibilities with respect to the corporate
governance statement as other information are described in
the Reporting on other information section of this report.
Based on the work undertaken as part of our audit, we have
concluded that each of the following elements of the
corporate governance statement is materially consistent with
the financial statements and our knowledge obtained during
the audit, and we have nothing material to add or draw
attention to in relation to:
The directors’ confirmation that they have carried out a
robust assessment of the emerging and principal risks;
The disclosures in the Annual Report that describe those
principal risks, what procedures are in place to identify
emerging risks and an explanation of how these are being
managed or mitigated;
The directors’ statement in the financial statements about
whether they considered it appropriate to adopt the going
concern basis of accounting in preparing them, and their
identification of any material uncertainties to the group’s
and company’s ability to continue to do so over a period
of at least twelve months from the date of approval of the
financial statements;
The directors’ explanation as to their assessment of the
group’s and company’s prospects, the period this
assessment covers and why the period is appropriate; and
The directors’ statement as to whether they have a
reasonable expectation that the company will be able to
continue in operation and meet its liabilities as they fall
due over the period of its assessment, including any
related disclosures drawing attention to any necessary
qualifications or assumptions.
Our review of the directors’ statement regarding the longer-
term viability of the group and company was substantially
less in scope than an audit and only consisted of making
inquiries and considering the directors’ process supporting
their statement; checking that the statement is in alignment
with the relevant provisions of the UK Corporate Governance
Code; and considering whether the statement is consistent
with the financial statements and our knowledge and
understanding of the group and company and their
environment obtained in the course of the audit.
In addition, based on the work undertaken as part of our
audit, we have concluded that each of the following elements
of the corporate governance statement is materially
consistent with the financial statements and our knowledge
obtained during the audit:
The directors’ statement that they consider the Annual
Report, taken as a whole, is fair, balanced and
understandable, and provides the information necessary
for the members to assess the group’s and company’s
position, performance, business model and strategy;
The section of the Annual Report that describes the review
of effectiveness of risk management and internal control
systems; and
The section of the Annual Report describing the work of
the Audit Committee.
We have nothing to report in respect of our responsibility
to report when the directors’ statement relating to the
company’s compliance with the Code does not properly
disclose a departure from a relevant provision of the Code
specified under the Listing Rules for review by the auditors.
Independent auditors’ report to the members of Trustpilot Group plc continued
Responsibilities for the financial statements
and the audit
Responsibilities of the directors for the financial
statements
As explained more fully in the Statement of Directors’
responsibilities, the directors are responsible for the
preparation of the financial statements in accordance with
the applicable framework and for being satisfied that they
give a true and fair view. The directors are also 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.
In preparing the financial statements, the directors are
responsible for assessing the group’s and the 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 the directors either
intend to liquidate the group or the company or to cease
operations, or have no realistic alternative but to do so.
Auditors’ responsibilities for the audit of the
financial statements
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 an auditors’ report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not
a 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 the aggregate, they
could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial
statements.
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Irregularities, including fraud, are instances of non-
compliance with laws and regulations. We design procedures
in line with our responsibilities, outlined above, to detect
material misstatements in respect of irregularities, including
fraud. The extent to which our procedures are capable of
detecting irregularities, including fraud, is detailed below.
Based on our understanding of the group and industry, we
identified that the principal risks of non-compliance with laws
and regulations related to health and safety legislation and
employment laws, and we considered the extent to which
non-compliance might have a material effect on the financial
statements. We also considered those laws and regulations
that have a direct impact on the financial statements such as
the Companies Act 2006, UK Listing Rules and taxation
legislation. We evaluated management’s incentives and
opportunities for fraudulent manipulation of the financial
statements (including the risk of override of controls), and
determined that the principal risks were related to the risk of
management posting inappropriate journal entries to increase
revenue or reduced expenditure in order to manipulate the
financial performance of the Group, and the inclusion of
management bias in critical accounting estimates. The group
engagement team shared this risk assessment with the
component auditors so that they could include appropriate
audit procedures in response to such risks in their work.
Audit procedures performed by the group engagement team
and/or component auditors included:
Inquiries of management, internal audit and the Group’s
legal counsel, including consideration of known or
suspected instances of non-compliance with laws and
regulation and fraud;
Review of internal audit reports and the legal risk register;
Inquiries with component auditors;
Identifying and testing unusual journal entries which
increase revenue or reduce expenditure to manipulate the
financial performance of the business;
Consideration of the policy for the recognition of revenue
and performed substantive testing to ensure compliance
with this policy; and
Assessing key judgements and estimates made by
management for evidence of inappropriate bias, in
particular in respect of the key audit matters noted above.
Details of our procedures in these areas are included in
our key audit matters above.
There are inherent limitations in the audit procedures
described above. We are less likely to become aware of
instances of non-compliance with laws and regulations that
are not closely related to events and transactions reflected in
the financial statements. Also, the risk of not detecting a
material misstatement due to fraud is higher than the risk of
not detecting one resulting from error, as fraud may involve
deliberate concealment by, for example, forgery or intentional
misrepresentations, or through collusion.
Our audit testing might include testing complete populations
of certain transactions and balances, possibly using data
auditing techniques. However, it typically involves selecting
alimited number of items for testing, rather than testing
complete populations. We will often seek to target particular
items for testing based on their size or risk characteristics.
Inother cases, we will use audit sampling to enable us to
draw a conclusion about the population from which the
sample is selected.
Independent auditors’ report to the members of Trustpilot Group plc continued
A further description of our responsibilities for the audit of
thefinancial statements is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities. This description
forms part of our auditors’ report.
Use of this report
This report, including the opinions, has been prepared
for and only for the company’s members as a body in
accordance with Chapter 3 of Part 16 of the Companies Act
2006 and for no other purpose. We do not, in giving these
opinions, accept or assume responsibility for any other
purpose or to any other person to whom this report is shown
or into whose hands it may come save where expressly
agreed by our prior consent in writing.
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to
you if, in our opinion:
we have not obtained all the information and explanations
we require for our audit; or
adequate accounting records have not been kept by the
company, or returns adequate for our audit have not been
received from branches not visited by us; or
certain disclosures of directors’ remuneration specified by
law are not made; or
the company financial statements and the part of the
Directors’ remuneration report to be audited are not in
agreement with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
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1.Overview 4.Financial statements
Appointment
Following the recommendation of the Audit Committee,
wewere appointed by the directors on 13 September 2021
to audit the financial statements for the year ended 31
December 2021 and subsequent financial periods. The period
of total uninterrupted engagement is two years, covering the
years ended 31 December 2021 to 31 December 2022.
Other matter
As required by the Financial Conduct Authority Disclosure
Guidance and Transparency Rule 4.1.14R, these financial
statements form part of the ESEF-prepared annual financial
report filed on the National Storage Mechanism of the
Financial Conduct Authority in accordance with the ESEF
Regulatory Technical Standard (‘ESEF RTS’). This auditors’
report provides no assurance over whether the annual
financial report has been prepared using the single electronic
format specified in the ESEF RTS.
David Teager
(Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
East Midlands
20 March 2023
Independent auditors’ report to the members of Trustpilot Group plc continued
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Note
FY22
$ ‘000
FY21
$ ‘000
Revenue 5 148,932 131,443
Cost of sales (26,937) (24,654)
Gross profit 121,995 106,789
Sales and marketing (58,462) (46,167)
Technology and content (41,149) (33,806)
General and administrative (39,194) (51,552)
Other operating income 820 584
Operating loss 7 (15,990) (24,152)
Finance income * 9 2,459 10
Finance expenses * 9 (1,514) (2,468)
Loss before tax (15,045) (26,610)
Income tax credit for the year 10 401 716
Loss for the year (14,644) (25,894)
Loss per share (cents)
Basic loss per share 14 (3.5) (6.5)
Diluted loss per share 14 (3.5) (6.5)
*See note 1.8 for details regarding the representation.
FY22
$ ‘000
FY21
$ ‘000
Loss for the year (14,644) (25,894)
Other comprehensive income/(expense)
Items that may be subsequently reclassified to profit or loss
Exchange rate differences on translation of foreign operations (6,362) (1,694)
Other comprehensive income/(expense) for the year, net of tax (6,362) (1,694)
Total comprehensive income/(expense) for the year (21,006) (27,588)
Consolidated statement of profit or loss Consolidated statement of comprehensive income
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Note
As at
31 December
2022
$ ‘000
31 December
2021
$ ‘000
Lease liabilities 15 21,243 9,552
Provisions 23 628 517
Other payables 24 2,858 2,962
Total non-current liabilities 24,729 13,031
Lease liabilities 15 3,442 3,504
Provisions 23 453 670
Income tax payables 44 69
Contract liabilities 19 32,210 27,616
Other payables 24 15,305 22,861
Trade payables 2,764 1,836
Total current liabilities 54,218 56,556
Total liabilities 78,947 69,587
Total equity and liabilities 124,783 129,041
The financial statements were approved and authorised for issue by the Board of Directors on
20 March 2023 and signed on its behalf by:
Peter Holten Mühlmann Hanno Damm
Chief Executive Officer Chief Financial Officer
Note
As at
31 December
2022
$ ‘000
31 December
2021
$ ‘000
Intangible assets 11 7,055 6,338
Property, plant and equipment 12 3,938 1,484
Right-of-use assets 15 23,569 12,312
Deferred tax assets 13 79 311
Deposits and other receivables 17 2,158 2,383
Total non-current assets 36,799 22,828
Trade receivables 16 8,275 6,176
Income tax receivables 962 856
Prepayments 3,472 3,134
Deposits and other receivables 17 1,816 2,870
Cash and cash equivalents 18 73,459 93,177
Total current assets 87,984 106,213
Total assets 124,783 129,041
Equity and liabilities
Share capital 20 5,006 5,576
Share premium 20 64,537 70,994
Foreign currency translation reserve 6,602 4,648
Merger reserve 148,854 148,854
Accumulated losses (179,163) (170,618)
Total equity 45,836 59,454
Consolidated balance sheet
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Note
Share
capital
$ ‘000
Share
premium
$ ‘000
Foreign
currency
translation
reserve
$ ‘000
Merger
reserve
$ ‘000
Accumulated
losses
$ ‘000
Total
$ ‘000
Equity at 1 January 2021 773 177,842 (20,304) (151,312) 6,999
Loss for the year (25,894) (25,894)
Other comprehensive expense (1,694) (1,694)
Total comprehensive
income/(expense) for
theyear (1,694) (25,894) (27,588)
Transactions with owners
Warrants (exercised) pre
group reconstruction 22 10 596 606
Exchange difference on share
capital and premium pre
group reconstruction 22 (23) (6,977) 7,000
Impact of group
reconstruction 22 4,345 (171,461) 18,262 148,854
Warrants financing facility
1
61 61
Exercise of share
basedpayments 22 353 9,424 9,777
Issue of shares 22 244 64,102 64,346
Contribution of equity –
Transaction Cost
2
(1,274) (1,274)
Share-based payments 8 6,527 6,527
Exchange difference on items
recognised directly in equity
post group reconstruction 22 (126) (1,258) 1,384
Total transactions
withowners 4,803 (106,848) 26,646 148,854 6,588 80,043
Equity at 31 December 2021 5,576 70,994 4,648 148,854 (170,618) 59,454
1 Warrants in Trustpilot A/S which are fully vested, have been granted to the lenders for the credit and term debt facility and
the value of which is considered to be part of the effective interest rate for that facility.
2 Share premium charges relate to the expenses and commission on the issue of shares on which a sufficient premium arose.
$ ‘000 Note
Share
capital
$ ‘000
Share
premium
$ ‘000
Foreign
currency
translation
reserve
$ ‘000
Merger
reserve
$ ‘000
Accumulated
losses
$ ‘000
Total
$ ‘000
Equity at 1 January 2022 5,576 70,994 4,648 148,854 (170,618) 59,454
Loss for the year (14,644) (14,644)
Other comprehensive
expense (6,362) (6,362)
Total comprehensive
income/(expense) for
theyear (6,362) (14,644) (21,006)
Transactions with owners
Employee share
schemeissues 20 31 1,312 1,343
Contribution of equity –
Transaction Cost 20 (54) (54)
Share-based payments 8 5,853 5,853
Related tax 10 246 246
Exchange difference on
share capital and premium 20 (601) (7,715) 8,316
Total transactions with
owners (570) (6,457) 8,316 6,099 7,388
Equity at 31 December 2022 5,006 64,537 6,602 148,854 (179,163) 45,836
Consolidated statement of changes in equity
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1. General information
T
rustpilot Group plc is a public company limited by shares, incorporated on 8 February 2021,
domiciled in the United Kingdom and registered in England & Wales with company number
13184807, and having its registered office at 5th Floor, The Minster Building, 21 Mincing Lane,
London EC3R 7AG, United Kingdom (the “Company”).
The activity of the Company and its subsidiaries (together, the “Group”) consists of
developing and hosting an online review platform that helps consumers make purchasing
decisions and businesses showcase and improve their service. Revenue is generated from
selling its software as a service (“SaaS”).
1.1 Basis of preparation
The consolidated financial statements of the Group have been prepared in accordance with
UK-adopted International Accounting Standards and with the requirements of the Companies
Act 2006 as applicable to companies reporting under those standards.
The consolidated financial statements have been prepared on the going concern basis and
under the historical cost convention.
The consolidated financial statements are presented in US Dollars (“USD”).
The consolidated financial statements have been rounded to the nearest thousand.
1.2 Basis of consolidation
The consolidated financial statements include the Company and the Group. Subsidiaries are
all entities over which the Group has control. The Group controls an entity when the Group
isexposed to, or has rights to, variable returns from its involvement with the entity and
hastheability to affect those returns through its power to direct the activities of the entity.
Subsidiaries are fully consolidated from the date on which control is transferred to the Group.
Intercompany transactions, balances and unrealised gains on transactions between Group
companies are eliminated. Unrealised losses are also eliminated unless the transaction
provides evidence of an impairment of the transferred asset.
1.3 Going concern
The directors of the Company (the “Directors”), in their detailed consideration of going
concern, have performed a going concern assessment for the Group by preparing monthly
cash flows for an 18 month period and then sensitising for what the directors consider to be
the most severe but plausible scenario that could arise. The assessment was tied to specific
risks identified in the principal risk and uncertainty sections outlined on page 49.
Note
FY22
$ ‘000
FY21
$ ‘000
Loss for the year (14,644) (25,894)
Adjustments to operating cash flows 27 11,865 16,435
Changes in net working capital 27 902 6,025
Interest received 14 10
Interest paid (1,514) (2,402)
Income tax received 679 382
Net cash outflow from operating activities (2,698) (5,444)
Purchase of property, plant and equipment 12 (3,703) (431)
Payments for intangible asset development 11 (3,696) (3,790)
Net cash outflow from investing activities (7,399) (4,221)
Principal elements of lease payments (3,187) (4,522)
Repayment of borrowings 25 (13,000)
Proceeds from share issue 1,289 73,916
Net cash (outflow)/inflow from financing activities (1,898) 56,394
Net cash flow for the year (11,995) 46,729
Cash and cash equivalents, beginning of the year 93,177 50,387
Effects of exchange rate changes on cash and cash equivalents (7,723) (3,939)
Cash and cash equivalents at end of the year 18 73,459 93,177
Consolidated cash flow statement Notes forming part of the financial statements
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Annual improvements to IFRS Standards 2018–2020 (effective date 1 January 2022)
The following improvements were finalised in May 2020:
IFRS 9 Financial Instruments – clarifies which fees should be included in the 10% test
for derecognition of financial liabilities.
IFRS 16 Leases – amendment of illustrative example 13 to remove the illustration of
payments from the lessor relating to leasehold improvements, to remove any confusion
about the treatment of lease incentives.
IFRS 1 First-time Adoption of International Financial Reporting Standards – allows
entities that have measured their assets and liabilities at carrying amounts recorded in
their parent’s books to also measure any cumulative translation differences using the
amounts reported by the parent. This amendment will also apply to associates and joint
ventures that have taken the same IFRS 1 exemption.
The Group did not have to change its accounting policies or make retrospective adjustments
as a result of adopting these standards. There has been no material impact on the adoption of
new standards during the year.
(b) New and revised IFRS Standards in issue but not yet effective
Certain new accounting standards and amendments are effective for annual reporting periods
beginning after 1 January 2023, though not mandatory for annual reporting periods ending on
31 December 2022. Earlier application is permitted, however, the new or amended standards
have not been early adopted by the Group. The amended standards are as follows:
Classification of Liabilities as Current or Non-current – Amendments to IAS 1
(effective from 1 January 2023 – deferred from 1 January 2022) – The narrow-scope
amendments to IAS 1 presentation of financial statements clarify that liabilities are
classified as either current or non-current, depending on the rights that exist at the end of
the reporting period. Classification is unaffected by the expectations of the entity or events
after the reporting date (e.g. the receipt of waver of breach of covenants). The amendments
also clarify what IAS 1 means when it refers to the ‘settlement’ of a liability. The
amendments could affect the classification of liabilities, particularly for entities that
previously considered management’s intentions to determine classification and for some
liabilities that can be converted into equity. They must be applied retrospectively in
accordance with the normal requirements in IAS 8 Accounting Policies, Changes in
Accounting Estimates and Errors.
1. General information continued
As at 31 December 2022, the Group has a cash balance of $73 million with zero debt on the
balance sheet. In addition to cash on the balance sheet, the Group has access to a revolving
credit facility for up to $30 million, available in multiple currencies, which has not been
considered as part of headroom when considering going concern. The revolving credit facility
is subject to both balance sheet and revenue to plan covenants, both of which are considered
in the course of scenario planning.
Additionally, the Directors have evaluated the impact of a reverse stress test over a three year
period meant to illustrate what would need to happen for the Group to exhaust its liquidity.
Further detail can be found in the viability statement within the Strategic report on page 50.
Having considered the severe but plausible downside scenario, the Directors have a
reasonable expectation that the Group has adequate resources to continue to operate for at
least 18 months from the date of signing these financial statements. As a result, they continue
to adopt the going concern basis in preparing the consolidated financial statements, in
accordance with the Companies Act 2006 applicable to companies reporting under IFRS.
1.4 New standards and interpretations
(a) New standards and amendments – applicable 1 January 2022
The following standards and interpretations apply for the first time to financial reporting
periods commencing on or after 1 January 2022:
Property, plant and equipment: proceeds before intended use – Amendments to IAS
16 (effective date 1 January 2022) – The amendment to IAS 16 Property, plant and
equipment (PP&E) prohibits an entity from deducting from the cost of an item of PP&E any
proceeds received from selling items produced while the entity is preparing the asset for its
intended use. It also clarifies that an entity is ‘testing whether the asset is functioning
properly’ when it assesses technical and physical performance of the asset. The financial
performance of the asset is not relevant to this assessment. Entities must disclose
separately the amounts of proceeds and costs relating to items produced that are not an
output of the entity’s ordinary activities.
Onerous contracts – cost of fulfilling a contract – Amendments to IAS 37 (effective
date 1 January 2022) – The amendment to IAS 37 clarifies that the direct costs of fulfilling
a contract include both the incremental costs of fulfilling the contract and an allocation of
other costs directly related to fulfilling contracts. Before recognising a separate provision
for an onerous contract, the entity recognises any impairment loss that has occurred on
assets used in fulfilling the contract.
Notes forming part of the financial statements continued
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The other amended standards and improvements are not mandatory for 31 December 2022
reporting period. The Group expects to adopt the new standards, improvements, and
amendments when they become mandatory.
1.5 Use of alternative performance measures (“APMs”)
The Group utilises a range of alternative performance measures (“APMs”) to assess its
performance and this document contains certain measures that are not defined or recognised
under IFRS. The Group considers EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin to
be APMs that provide meaningful, additional measures of Group performance.
The Group believes these APMs provide alternative measures by which to assess the
operating performance of the Group and, together with IFRS measures, are useful in
evaluating the Group’s operating performance. The APMs used in this Financial Statements
should not be considered superior to, or a substitute for, measures calculated in accordance
with IFRS.
Definitions of the Group’s alternative performance measures along with reconciliation to their
IFRS equivalent measure are included in note 4.
1.6 Functional and presentation currency
The consolidated financial statements are presented in the United States Dollars (“USD”).
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 individual entity operates (the
“functional currency”).
1.7 Climate-related risks
When preparing the consolidated financial statements, management considers climate-related
risks, where these could have a potentially impact on the reported amounts materially or
where Climate-related risks could have an impact on items in the profit and loss or on balance
sheet. It will be considered where appropriate in assessing areas such as impairments,
property, plant and equipment or recognition of deferred tax asset. In the preparation of the
consolidated financial statement, it is management assessment that climate-related risks have
not had any impact on the reported amounts or areas of the financial statements, it is
management’s assessment that climate-related risks have not had a material impact on the
reported amounts for the year ended 31 December 2022.
1. General information continued
Disclosure of Accounting Policies – Amendments to IAS 1 and IFRS Practice
Statement 2 (to be effective for the annual period beginning on or after 1 January
2023) – The IASB amended IAS 1 to require entities to disclose their material rather than
their significant accounting policies. The amendments define what is ‘material accounting
policy information’ and explain how to identify when accounting policy information is
material. They further clarify that immaterial accounting policy information does not need
tobe disclosed. If it is disclosed, it should not obscure material accounting information.
Tosupport this amendment, the IASB also amended IFRS Practice Statement 2 Making
Materiality Judgements to provide guidance on how to apply the concept of materiality to
accounting policy disclosures.
Definition of Accounting Estimates – Amendments to IAS 8 (to be effective for the
annual period beginning on or after 1 January 2023) – Accounting policies, changes in
accounting estimates and error clarifies how companies should distinguish changes in
accounting policies from changes in accounting estimates. The distinction is important,
because changes in accounting estimates are applied prospectively to future transactions
and other future events, but changes in accounting policies are generally applied
retrospectively to past transactions and other past events as well as the current period.
Deferred Tax related to Assets and Liabilities arising from a Single Transaction –
Amendments to IAS 12 (effective from 1 January 2023) – The amendments to IAS 12
Income Taxes require companies to recognise deferred tax on transactions that, on initial
recognition, give rise to equal amounts of taxable and deductible temporary differences.
They will typically apply to transactions such as leases of lessees and decommissioning
obligations and will require the recognition of additional deferred tax assets and liabilities.
The amendment should be applied to transactions that occur on or after the beginning of
the earliest comparative period presented. In addition, entities should recognise deferred
tax assets (to the extent that it is probable that they can be utilised) and deferred tax
liabilities at the beginning of the earliest comparative period for all deductible and taxable
temporary differences associated with:
right-of-use assets and lease liabilities, and
decommissioning, restoration and similar liabilities, and the corresponding amounts
recognised as part of the cost of the related assets.
The cumulative effect of recognising these adjustments is recognised in retained earnings,
or another component of equity, as appropriate. IAS 12 did not previously address how to
account for the tax effects of on-balance sheet leases and similar transactions and various
approaches were considered acceptable. Some entities may have already accounted for
such transactions consistent with the new requirements. These entities will not be affected
by the amendments.
Notes forming part of the financial statements continued
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2.2 Revenue
The group generates revenue from the sale of company subscription plans, generally for a
period of 12 months, where the invoicing varies from monthly to yearly. The revenue is shown
net of local sales tax and customer discounts.
Revenue recognition requires an agreement with the customer, which creates enforceable
rights and obligations between the parties, has commercial substance and identifies payment
terms. The Group recognises revenue when it is probable that the Group will collect the
consideration to which it will be entitled in exchange for the services that will be transferred to
the customer.
Revenue is measured at the transaction price to which the Group expects to be entitled. The
contracts are based on a single performance obligation and the transaction price is allocated
to this performance obligation based on a stand-alone selling price. The Group satisfies the
single performance obligation by recognising the revenue from subscriptions over time as the
software service is delivered to customers according to the subscription period. Contracts
primarily utilise quarterly or annual billing frequency with payment terms typically between
8and 90 days.
The Group contracts with its customers to provide access to, and use of, its “software-as-a-
service” product over the term defined in the contract. Specific product features accessible
by customers are determined on a customer by customer basis and are specified in
customers’ contracts. The subscription plan is considered to be a single performance
obligation which is satisfied over time and revenue is recognised on a straight-line basis
overthe subscription period.
No significant judgements are made which effect the determination of the amount or timing of
the revenue from contracts with customers.
Incremental costs of obtaining a contract are deferred and amortised over a period commensurate
to the contract value and expected future renewal periods, to the extent that they are recoverable.
The Group has taken advantage of the practical expedient available not to recognises the
incremental costs of obtaining a contract, for example partner referral fees, where the amortisation
period of the asset that the Group would otherwise have recognised is one year or less.
There is no variable consideration included in the transaction price for the company
subscription plans.
The Group has taken advantage of the practical expedient available not to adjust the
promised amount of consideration for the effects of a significant financing component on
thebasis that, at contract inception, the expected period between providing a service to a
customer and when the customer pays for that service will be one year or less.
1. General information continued
1.8 Representation of finance income and expenses on a net basis
The group has reassessed the presentation of financial income and expenses to present
foreign exchange rate gains and losses on a net basis. There is no difference to overall loss
for the year ended 31 December 2021.
FY21
As reported
$ ‘000
FY21
Reclassification
$ ‘000
FY21
Represented
$ ‘000
Foreign exchange rate gains 8,962 (8,962)
Interest income 10 10
Finance income 8,972 (8,962) 10
FY21
As reported
$ ‘000
FY21
Reclassification
$ ‘000
FY21
Represented
$ ‘000
Foreign exchange rate losses (9,028) 8,962 (66)
Financing costs (61) (61)
Interest expenses (1,347) (1,347)
Lease interest expense (994) (994)
Finance expenses (11,430) 8,962 (2,468)
2. Summary of significant accounting policies
The principal accounting policies are set out below. Policies have been applied consistently,
other than where new policies have been applied.
2.1 Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided
to the chief operating decision maker. The Group considers the Executive Leadership Team
(ELT) to be the operating decision making body, as the ELT examines the Group’s
performance and makes all significant decisions regarding business development and
allocation of resources.
For that purpose, a single business segment has been identified as an operating segment
which is consistent with the internal reporting to the chief operating decision making body.
Further information about the composition of the ELT has been provided in note 5.
There is also considered to be only one reporting segment, the results of which are shown in
note 5.
Notes forming part of the financial statements continued
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Amortisation of development costs is included in technology and content due to the nature of
the asset on which the amortisation is charged. The period where there is consumption of the
benefits of the asset is not impacted by the period over which revenue is recognised or the
level of revenue that is generated by the asset. Therefore this is considered a more
appropriate presentation than to show within cost of sales.
2.7 General and administrative
General and administrative expenses comprise costs incurred by the back-office functions
such as finance, legal and human resources, including wages, costs under share-based
programmes and other office costs. General and administrative expenses include a proportion
of depreciation, primarily consisting of right-of-use asset depreciation.
2.8 Other operating income
Other operating income includes income of a secondary nature to the Group’s primary
activities, including gains or losses on the sale of tangible assets as well as government
grants recognised as income for the year.
Trustpilot Group plc launched a new global R&D and Innovation Hub in Edinburgh, Scotland,
in 2020, with the aim of developing cutting-edge technology that proactively tackles the
behaviour that threatens trust online. The Hub is being supported through a R&D grant from
Scottish Enterprise.
2.9 Financial income and expenses
Financial income and expenses are recognised in the statements of profit or loss at the
amounts that concern the financial year. Financial income and expenses include interest
income and expenses calculated in accordance with the effective interest method.
Foreign exchange gains and losses on transactional activities are included in finance income
and finance expense within the Consolidated statement of profit or loss. The cash flows
arising on foreign exchange gains and losses are included in Changes to working capital –
Increase in other liabilities.
2.10 Income tax
The income tax expense or credit for the period is the tax payable on the current period’s taxable
income based on the applicable income tax rate for each jurisdiction, adjusted by changes in
deferred tax assets and liabilities attributable to temporary differences and unused tax losses.
The current income tax charge is calculated on the basis of the tax laws enacted or
substantively enacted at the balance sheet date in the countries in which the Company
anditssubsidiaries operate and generate taxable income.
2. Summary of significant accounting policies continued
If amounts received or receivable from a customer exceed revenue recognised for a contract,
a contract liability is recognised. Contract liabilities primarily reflect invoices due or payments
received in advance of revenue recognition. Contract liabilities are unwound as related
performance obligations are satisfied over the related subscription period.
The significant majority of contract liabilities that arise are expected to be recognised as
revenue within a year of the balance sheet date.
Provisions and accruals for refunds are made to the full value of the refund in the period
to which the refund is identified.
2.3 Government grants
Grants from the government are recognised at their fair value where there is a reasonable
assurance that the grant will be received, and the Group will comply with all attached
conditions. Income from grants is recognised on a systematic basis over the periods in which
the entity recognises the related costs for which the grant is intended to compensate. A grant
that becomes receivable as compensation for expenses or losses already incurred, or for the
purpose of giving immediate financial support to the entity with no future related costs, shall
be recognised in income in the period in which it becomes receivable. Government grants are
recorded as Other operating income in the statement of profit and loss.
2.4 Cost of sales
Cost of sales consists of the cost to deliver the Group’s software service. Cost of sales
includes the hosting and related technologies to deliver the software service as well as the
ongoing customer success and customer support efforts that continue to be aligned with
customers over the term of their subscription. Cost of sales primarily consists of the labour
costs associated with customer success and customer support efforts. Cost of sales are
recognised when incurred.
2.5 Sales and marketing
Sales and marketing costs consists of the efforts primarily directed at new customer
acquisition. Sales costs include direct sales support functions such as sales operations and
partnerships while marketing costs consist of both marketing staff labour costs as well as
marketing program expenditures.
2.6 Technology and content
Technology and content include research and development costs incurred by the work of the
product and engineering teams directly on the platform. Also included are the content costs
critical to securing the integrity and trust in our product.
Notes forming part of the financial statements continued
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(ii) – Diluted earnings per share
Group earnings or losses after taxes, divided by the weighted average number of ordinary
shares outstanding for the period as well as all potentially convertible securities. The impact of
potentially dilutive ordinary shares is excluded when they would be anti-dilutive.
2.12 Intangible assets
Intangible assets include in progress and completed development projects.
Intangible assets have a finite useful life and are subsequently carried at cost less
accumulated amortisation and impairment losses.
Costs associated with maintaining IT-platforms are recognised as an expense as incurred.
Development costs that are directly attributable to the design and testing of identifiable and
unique projects controlled by the Group are recognised as intangible assets when the
following criteria are met:
It is technically feasible to complete the software so that it will be available for use;
Management intends to complete the software and use or sell it;
There is an ability to use or sell the software;
It can be demonstrated how the software will generate probable future economic benefits;
Adequate technical, financial and other resources to complete the development and to use
or sell the software are available;
The expenditure attributable to the software during its development can be reliably
measured, and;
Directly attributable costs that are capitalised as part of the projects include employee
costs. Capitalised development costs are recorded as intangible assets and amortised
from the point at which the asset is ready for use.
Research expenditure and development expenditure that do not meet the criteria above are
recognised as an expense as incurred. Development costs previously recognised as an
expense are not recognised as an asset in a subsequent period.
The Group amortises intangible assets with a finite useful life using the straight-line method
over the following periods:
Development projects – In progress None
Development projects – Completed 3 years
2. Summary of significant accounting policies continued
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.
Deferred income tax is provided in full, using the liability method, on temporary differences
arising between the tax bases of assets and liabilities and their carrying amounts in the
consolidated financial statements.
Deferred income tax is not accounted for if it arises from initial recognition of an asset or
liability in a transaction other than a business combination that at the time of the transaction
affects neither accounting nor taxable profit or loss.
Deferred income tax is determined using tax rates (and laws) that have been enacted or
substantially enacted by the end of the reporting period and are expected to apply when the
related deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred tax assets are recognised only if it is probable that future taxable amounts will be
available to utilise those temporary differences and losses.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset
current tax assets and liabilities and when the deferred tax balances relate to the same
taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally
enforceable right to offset and intends either to settle on a net basis, or to realise the asset
and settle the liability simultaneously. It is assessed at each reporting date whether it is likely
that in the future there will be sufficient taxable profits against which the deferred tax assets
can be utilised.
Changes in deferred tax is recognised in the statement of comprehensive income, 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.
2.11 Earnings per share
Earnings per share (“EPS”) for the Group are calculated in accordance with IAS 33.
Thefollowing types of EPS are reported:
(i) – Basic earnings per share
Group earnings or losses after taxes, divided by the weighted average number of ordinary
shares outstanding for the period.
Notes forming part of the financial statements continued
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The lease payments are discounted using the interest rate implicit in the lease, if that rate can
be determined, or the Group’s incremental borrowing rate, being the rate that the individual
lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the
right of use asset in a similar economic environment with similar terms, security andconditions.
The Group is exposed to potential future increases in variable lease payments based on an
index or rate, which are not included in the lease liability until they take effect. When
adjustments to lease payments based on an index or rate take effect, the lease liability is
reassessed and adjusted against the right of use asset.
Lease payments are allocated between principal and finance cost. The finance cost is
charged to the statement of profit or loss over the lease period so as to produce a constant
periodic rate of interest on the remaining balance of the liability for each period.
Lease liabilities are subsequently measured by increasing the carrying amount to reflect
interest on the lease liability and reducing the carrying amount to reflect the lease payments
made. Right of use assets are measured at cost comprising the following:
The amount of the initial measurement of lease liability;
Any lease payments made at or before the commencement date less any lease incentives
received, and;
Any initial direct costs.
Variable lease payments and payments associated with short-term leases are recognised
onastraight-line basis as an expense in the statement of profit or loss under the line item
administrative costs. Short-term leases are leases with a lease term of 12 months or less.
TheGroup has no leases of low-value assets.
The lease term is defined as the non-cancellable period of a lease together with periods
covered by options to extend the lease if it is reasonable certain that the options will be
exercised and periods covered by options to terminate the lease if it is reasonably certain
thatthe options will not be exercised.
Extension and termination options are included in a number of property leases across the
Group. These are used to maximise operational flexibility in terms of managing the assets
used in the Group’s operations. The majority of extension and termination options held are
exercisable only by the Group and not by the respective lessor.
The Group classifies leases of 12 months or below as short-term leases. Those are not treated
under IFRS16 but expensed to the profit and loss account on a straight line basis over the
term of the lease.
2. Summary of significant accounting policies continued
Completed development projects are reviewed annually to determine whether there are
indications of impairment. If such indication exists, the asset’s recoverable amount is
calculated. If the recoverable amount is lower than the carrying value, the development
projects are impaired to the recoverable value. Development projects in-progress are tested
atleast annually for impairment.
2.13 Property, plant and equipment
Property, plant and equipment is measured at historical cost less accumulated depreciation.
The cost includes expenditure that is directly attributable to the acquisition of the items.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate
asset, as appropriate, only when it is probable that future economic benefits associated with
the item will flow to the group and the cost of the item can be measured reliably. The carrying
amount of any component accounted for as a separate asset is derecognised when replaced.
All other repairs and maintenance are charged to the statement of profit or loss during the
reporting period in which they are incurred.
Depreciations are calculated using the straight-line method, net of their residual values over
their estimated useful lives, as follows:
Other fixtures and fittings, tools and equipment 3 – 5 years
Leasehold improvements Term of lease (3 – 5 years)
2.14 Leases
Leases are recognised as a right of use asset and a corresponding liability at the date at
which the leased asset is available for use by the Group. Each lease payment is allocated
between the liability and finance cost. The finance cost is charged to the statement of profit or
loss over the lease period so as to produce a constant periodic rate of interest on the
remaining balance of the liability for each period. The right of use asset is depreciated on a
straight-line basis over the shorter of the asset’s useful life and the lease term of the asset.
The leases of the Group consist of property rentals.
The assets and liabilities arising from the property leases are initially measured on a present
value basis. Lease liabilities include the net present value of the following lease payments
included in the property leases:
Fixed payments (including in-substance fixed payments), less any lease incentives receivable;
Variable lease payment that are based on an index or a rate, and;
Payments of penalties for terminating the lease, if the lease term reflects the lessee
exercising that option.
Notes forming part of the financial statements continued
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2.20 Cash and cash equivalents
Cash and cash equivalents in the balance sheet comprise cash at banks and on hand. Cash
and cash equivalents are measured at amortised cost. For the purpose of the consolidated
statement of cash flows, cash and cash equivalents consist of cash and net of outstanding
bank overdrafts as they are considered an integral part of the Group’s capital management.
2.21 Equity
Share capital
Ordinary shares are classified as equity. Own equity instruments that are reacquired (treasury
shares) are recognised at cost and deducted from equity. No gain or loss is recognised in profit
or loss on the purchase, sale, issue or cancellation of the Group’s own equity instruments.
Share premium
The share premium account is used to record the aggregate amount or value of premiums
paid in excess of the nominal value of these new ordinary shares issued. Costs that directly
relate to the issue of ordinary shares are deducted from share premium net of corporation tax.
Merger reserve
The merger reserve represents the difference between the carrying value of the assets and
liabilities acquired under merger accounting to the cost of investment (the fair value).
Accumulated losses
Accumulated losses comprise all current and prior period retained losses.
Foreign currency translation reserve
Exchange differences arising on translation of the parent company and of foreign controlled
entities into the presentation currency, USD, are recognised in other comprehensive income
and accumulated in a separate reserve within equity. The cumulative amount is reclassified to
profit or loss when the net investment is disposed of.
2.22 Financial liabilities
Borrowings are initially recognised at fair value which is generally proceeds received, and net
of transaction costs incurred. Subsequently, borrowings are measured at amortised cost.
Borrowings are classified according to the length and terms, which means that settlement of
liability more than 12 months after the reporting period is classified as non-current, the
settlement less than 12 months is classified as current.
Other financial liabilities on initial recognition are measured at fair value. The liabilities are
subsequently measured at amortised cost.
2. Summary of significant accounting policies continued
2.15 Deposits
Deposits relate to leasehold premises, which are included in the consolidated balance sheet as
either non-current assets or current assets depending on the length of time to maturity of the
leased premises with the exception of the lease in Denmark where there is on-going current
lease liability with the assumption that Trustpilot group plc will not leave the premises within
thenext 12 months and therefore the deposit is non-current, due back after the 12months.
2.16 Impairment of non-current assets
Non-current assets are tested 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 development projects in progress are tested for impairment annually. The recoverable
amount is the higher of an asset’s fair value less costs of disposal and value in use. For the
purposes of assessing impairment, assets are grouped at the lowest levels for which there are
separately identifiable cash inflows which are largely independent of the cash inflows from
other assets or groups of assets (cash-generating units). Non-financial assets that suffered
animpairment are reviewed for possible reversal of the impairment at the end of each
reportingperiod.
2.17 Financial assets
Financial assets include Trade and other receivables, prepayments and cash and cash
equivalents. All financial assets are recognised when the Group becomes party to the
contractual provisions of the instrument.
2.18 Trade and other receivables
Trade receivables and other receivables are recognised initially at fair value and subsequently
measured at amortised cost using the effective interest method, less loss allowance.
The Group holds the trade receivables and other receivables with the objective to collect the
contractual cash flows and then measures them subsequently at amortised cost.
The Group applies the IFRS 9 simplified approach to measuring expected credit losses which
uses a lifetime expected loss allowance for all trade receivables.
See note 16 for a description of the Group’s impairment policies for trade receivables.
2.19 Prepayments
Prepayments recognised as an asset comprise prepaid expenses regarding subsequent
financial reporting years.
Notes forming part of the financial statements continued
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2.26 Foreign currency translation
Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange
rate ruling at the date of the transaction. Foreign currency monetary items are translated at
the rates of exchange ruling at the end of the reporting period. Non-monetary items that are
measured in terms of historical cost in a foreign currency are not retranslated.
Exchange differences arising on the settlements of monetary items and on the retranslation
ofmonetary items are included in profit or loss for the year, except for foreign currency
movements on intercompany balances, where settlement is not planned or likely in the
foreseeable future, in which case they are recognised in other comprehensive income.
Foreignexchange movements on external borrowings which are designated as a hedge
ofthenet investment in its related subsidiaries are recognised in the translation reserve.
The assets and liabilities of the Group’s subsidiaries are translated into USD using period-end
exchange rates. Income and expenses items are translated at the average exchange rates for
the period. Where the differences arise between these rates, they are recognised in other
comprehensive income and the translation reserve.
Translation of share capital and share premium
Share capital and share premium denominated in a currency that differs from the groups
presentational currency is translated at each year end using the closing rate. All resulting
exchange differences noted on retranslating equity items are recognised directly in equity
aspart of the foreign currency translation reserve and does not form part of other
comprehensiveincome.
2.27 Cash flow statement
The cash flow statement shows the Group’s cash flows for the year analysed and presented
as operating, investing and financing activities, changes for the year in cash and cash
equivalents as well as the Group’s cash and cash equivalents at the beginning and end of
theyear.
Cash flows from operating activities are calculated as the net profit/loss for the year adjusted
for changes in working capital and non-cash operating items such as share-based payment
expenses, depreciation, amortisation and impairment losses. Working capital comprises
current assets less short-term debt, excluding items included in cash and cash equivalents.
Cash flows from investing activities comprise cash flows from acquisitions and disposals of
intangible assets, property, plant and equipment as well as fixed asset investments.
2. Summary of significant accounting policies continued
2.23 Provisions
Provisions are recognised when the group has a present legal or constructive obligation as a
result of past events, it is probable that an outflow of resources will be required to settle the
obligation, and the amount can be reliably estimated.
2.24 Trade payables, other payables and contract liabilities
Trade payables are initially measured at fair value, less any transaction costs. In subsequent
periods, trade payables are measured at amortised cost using the effective interest method so
that the difference between the proceeds and the nominal value is recognised in the income
statement under financial expenses over the loan period.
Other payables are measured at amortised cost.
The majority of our contracts are 12 months, although we do have some contracts with
extended periods. We consider that all our contract lives are within our normal operating cycle
and therefore all our contract liabilities are presented as current within the Consolidated
balance sheet. However, for transparency purposes, we disclose those amounts that will be
recognised over 12 months within note 19.
2.25 Share-based payments
The Group currently operates a number of share schemes: Employee Warrants, Long Term
Incentives Plan and Restricted Stock Units. The Long Term Incentive Plan and Restricted
Share Units are restricted schemes.
The warrant program and restricted share schemes are classified as equity arrangements.
Assuch, the fair value of the warrants and restricted shares granted under the programs are
recognised as an expense with a corresponding increase in equity. The total amount to be
expensed is determined by reference to the fair value of the warrants and restricted shares
granted including the impact of any non-vesting conditions.
The total expense is recognised over the vesting period, which is the period over which all
ofthe specified vesting conditions are to be satisfied. At the end of each period, the Group
revises its estimates of the number of options or restricted shares that are expected to vest
based on the respective market vesting, non-market vesting and service conditions. It
recognises the impact of the revision to original estimates, if any, in profit or loss, with a
corresponding adjustment to equity.
Further information about the warrant and restricted share programs, including models used
to calculate the fair value are disclosed in note 8.
Notes forming part of the financial statements continued
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carry-forward amounts primarily to Trustpilot A/S and its immediate subsidiary Trustpilot, Inc.
and Trustpilot Ltd. Trustpilot A/S and the US and UK subsidiaries have incurred the losses
over the previous years as a consequence of expanding the Group and its operations. $136
million (FY21: $ 110 million) of the unrecognised tax assets can be carried forward indefinitely
with no expiration date while $41 million (FY21: $ 41 million) is subject to a finite utilisation
period with expirations beginning as soon as 2033.
Recognition of deferred tax assets requires that it is probable that future taxable profits are
available against which the unused tax losses can be utilised. As the Group has a history of
making taxable losses, IAS 12 Income Taxes further requires that convincing evidence is
available to support Management’s assessment that sufficient taxable profits will be available
in the future. Even though the Group’s approved budgets shows that Trustpilot should be able
to generate taxable profits in the foreseeable future, Management has concluded that it will
not be able to meet the strict criteria in IAS 12 to provide ‘convincing evidence’, as the budget
are sensitive to the timing and level of investments in the Trustpilot-platform and similar
factors. Consequently, no deferred tax assets have been recognised for the Group’s tax loss
carry-forwards. Additional detail can be found in note 13.
Determining the lease term
The Group determines the lease term as the non-cancellable term of the lease, together with
any periods covered by an option to extend the lease if it is reasonably certain to be
exercised, or any periods covered by an option to terminate the lease, if it is reasonably
certain not to be exercised.
Extension and termination options are included in a number of property leases across the
Group. Management applies judgement in evaluating whether it is reasonably certain or not to
exercise the options to extend and/or terminate the leases. When determining the lease term,
Management considers all facts and circumstances that create an economic incentive to
exercise an extension option, or not exercise a termination option. Extension options (or
periods after termination options) are only included in the lease term if the lease is reasonably
certain to be extended (or not terminated). The Group considers factors including historical
lease durations; and the costs and business disruption required to replace the asset. Most
extension options have not been included in the lease liability, because the Group could
replace the asset (the offices) without significant cost or business disruption.
The assessment of reasonable certainty is only revised if a significant event or a significant
change in circumstances occurs, which affects this assessment, and that is within the control
of the lessee. The lease term is reassessed if an option is actually exercised (or not exercised)
or the Group becomes obliged to exercise (or not exercise) it. Information on potential future
rental payments related to periods following the exercise date of termination options that are
not included in the lease term is disclosed in note 15 (leases).
Cash flows from financing activities comprise cash flows from the raising and repayment of
long-term debt and principal element on lease payments as well as payments to and from
shareholders.
3. Critical accounting estimates and judgements
The preparation of financial statements requires the use of accounting estimates which, by
definition, will seldom equal the actual results. Management also needs to exercise judgement
in applying the Group’s accounting policies.
The judgements, estimates as well as the related assumptions made are based on historical
experience and other factors that Management considers to be reliable, but which by their
very nature are associated with uncertainty and unpredictability. Actual results may differ from
these estimates.
3.1 Critical accounting estimates
Critical accounting estimates are expectations of the future based on assumptions, that to the
extent possible are supported by historical trends or reasonable expectations. The
assumptions may change to adapt to the market conditions and changes in economic factors
etc. The Group believe that the estimates are the most likely outcome of future events.
Share based payments
Estimating fair value for share-based payment transactions requires determination of the most
appropriate valuation model, which depends on the terms and conditions of the grant. This
estimate also requires determination of the most appropriate inputs to the valuation model
including the expected life of the share option, volatility and dividend yield and making
assumptions about these. The assumptions and models used for estimating fair value for
share-based payment transactions are disclosed in note 8.
Estimates are also undertaken regarding expected forfeiture rates of unvested shares as well
as performance estimates under LTIP program. Estimates only impact phasing of expenses as
all actual forfeitures and performance is ultimately trued-up in reporting.
3.2 Critical accounting judgements
Key accounting judgements are made when applying accounting policies. Key accounting
judgements are the judgements made by the Group that can have a significant impact in the
financial results.
Unrecognised deferred tax asset
As of 31 December 2022, the Group has unrecognised tax assets of $177 million with a tax
value of $39 million (FY21: $151 million – tax value over $32 million), that relates to tax loss
Notes forming part of the financial statements continued
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4. Alternative performance measures
The Group utilises a range of alternative performance measures (“APMs”) to assess its
performance and this document contains certain measures that are not defined or recognised
under IFRS. The Group considers EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin to
be APMs that provide meaningful, additional measures of Group performance.
EBITDA
EBITDA is defined as earnings before interest, tax, depreciation, amortisation and impairment.
Depreciation and amortisation includes any non-cash impairment charges functioning as
accelerated depreciation or amortisation. Trustpilot believes EBITDA is meaningful as a
profitability measure before non-cash activity, financing and tax impacts.
FY22
$ ‘000
FY21
$ ‘000
Operating loss (15,990) (24,152)
Depreciation, amortisation and impairment 7,358 8,232
EBITDA (8,632) (15,920)
Adjusted EBITDA
The Group measures the overall performance by reference to Adjusted EBITDA which is a
non-IFRS measure. The Group believes Adjusted EBITDA is a meaningful representation of
core operating profit as it adjusts for certain non-recurring or non-cash items with associated
taxes. While some non-cash items such as depreciation, amortisation and share-based
compensation are recurring, management finds the exclusion of these costs from Adjusted
EBITDA to be meaningful given their non-cash nature, consistent with similar firms within our
sector. The following definition of Adjusted EBITDA was also determined based on what
management believes provides the best comparability to the same metric provided by similar
firms in our sector.
Adjusted EBITDA is defined as EBITDA (earnings before interest, tax, depreciation,
amortisation) adjusted to exclude share-based compensation, including associated cash
settled social security costs, non-recurring transaction costs such as those related to IPO
preparation and restructuring costs, which relate to one-time costs associated with a material
organisational change such as severance payments.
Adjusted EBITDA margin is defined as adjusted EBITDA (as described above) to a percentage
of total revenue.
Adjusted EBITDA
$ ‘000 other than per cent FY22 FY21
Operating loss (15,990) (24,152)
Depreciation, amortisation and impairment 7,358 8,232
EBITDA (8,632) (15,920)
Non-recurring transaction costs 9,785
Restructuring costs
Share-based compensation, including associated social security costs 4,211 10,012
Adjusted EBITDA (4,421) 3,877
Adjusted EBITDA margin (per cent) (3) 3
Adjusted EBITDA decreased from $3,877 thousand in FY21 to $(4,421) thousand in FY22.
Adjusted EBITDA margin decreased from 3 per cent in FY21 to (3)% FY22. The decline in
Adjusted EBITDA and Adjusted EBITDA margin were driven by investments across the Group
partially offset by revenue growth. Included in the FY22 share-based payments is a non-cash
charge of $5,853 thousand (FY21 of $6,527 thousand) and associated social security costs of
$(1,642) thousand (FY21 of $3,485 thousand).
Non-recurring transaction costs relate to professional and legal fees associated with
corporate financing activities, in FY21 this consisted exclusively of IPO related costs.
Notes forming part of the financial statements continued
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5. Operating segments
For management purposes and based on internal reporting information, the Group is
organised in only one operating segment, as the information reported includes operating
results at a consolidated group level only. The costs related to the main nature of the
business, being the Group´s online review platform which serves the Group customers, are
not attributable to any specific revenue stream or customer type and are therefore borne
centrally. The results of the single reporting segment, comprising the entire Group, are shown
in the consolidated statement of comprehensive income. These represent a single business
segment for the sale of company subscription plans, generally for a period of twelve months,
where the invoicing varies from monthly to annually.
The Executive Leadership Team is the Chief Operating Decision Maker (CODM), which is
made up of the senior leadership across the respective functional areas, responsible for the
strategic decision making and for the monitoring of the operating results of the single
operating segment for the purpose of performance assessment.
Whilst Group operations are distributed globally with a large presence in Denmark and shares
are listed on the London Stock Exchange, the UK and North America are the Group’s primary
markets where revenue generated consists of approximately 40% and 23% (FY21: UK:
approx. 40% and North America: approx. 23%), respectively. Other geographical locations
besides the UK and North America are defined as ‘Europe and Rest of World’ where no
individual country exceeded more than 6% of the consolidated revenue in FY22 (FY21: 6%).
Trustpilot has customers in many regions around the world but is organised globally from an
operation perspective. For this reason, while operating assets may be recorded in Denmark
for example, they will be supporting customers around the world. Therefore, a single operating
segment is reported with revenue disclosed by region based on the location of the customer.
Non-current operating assets are similarly based on geographic location. The measurement of
liabilities by geographic location is not included in this disclosure as this information is not
regularly reviewed by the CODM for decision making purposes.
The following table displays external revenue and non-current operating assets by
geographicarea:
4. Alternative performance measures continued
Functional distribution of adjustments
FY22
$ ‘000 Group
Sales and
marketing
Technology
and content
General and
administrative
Operating loss (15,990)
Depreciation, amortisation and impairment 7,358 2,637 4,721
Non-recurring transaction costs
Restructuring costs
Share-based compensation, including
associated social security costs 4, 211 4,211
Adjusted EBITDA (4,421)
FY21
$ ‘000 Group
Sales and
marketing
Technology
and content
General and
administrative
Operating loss (24,152)
Depreciation, amortisation and impairment 8,232 2,655 5,577
Non-recurring transaction costs 9,785 9,785
Restructuring costs
Share-based compensation, including
associated social security costs 10,012 10,012
Adjusted EBITDA 3,877
Notes forming part of the financial statements continued
Trustpilot
Annual report 2022
2.Strategic report 3.Governance
171
1.Overview 4.Financial statements
Key Management Compensation
For FY22, key management consists of Executive Directors, further disclosure of Directors’
emoluments is available in the Directors’ Remuneration Report on page 136. FY21 contained
five other Directors who are no longer deemed to be key management. The compensation
paid or payable to key management for employee services and directors duties is
shownbelow:
FY22
$ ‘000
FY21
$ ‘000
Directors:
Short-term employee benefits 1,547 2,024
Post-employment benefits 27 25
Share-based payment 1,376 2,019
Total compensation of key management personnel 2,950 4,068
7. Operating loss
FY22
$ ‘000
FY21
$ ‘000
Operating loss is stated after charging:
Fees payable to the company’s auditors and its associates for:
Audit of parent company and consolidated financial statements 701 762
Audit of financial statements of subsidiaries of the Group 184 233
Tax compliance and advisory service
1
492
Other audit related assurance services
2
162 179
Other assurance services
3
1,974
Non-audit services
4
120
Depreciation on property, plant and equipment
5
1,092 936
Depreciation on right-of-use assets
5
3,649 4,855
Amortisation on intangible assets
5,6
2,612 2,321
Impairment loss on intangible assets
5,6
5 120
1 Prior to the IPO, tax compliance and advisory services consisted primarily of income tax preparation, reporting and filing
for members of the Group. Tax compliance and advisory services also consisted of work undertaken to determine the IPO
impacts to employee share schemes as well as the impacts from IPO restructuring.
2 Other audit related assurance services consists of fees associated with the review of interim financials.
3 Prior to the IPO, other assurance services consisted primarily of IPO related assurance services and other matters related
to IFRS.
4 Prior to IPO, non-audit services consisted of consultancy provided related primarily to restructuring and transfer pricing.
5 Amortisation, depreciation and impairment losses are allocated in profit or loss as follows: Technology and Content:
$2,637,000 (FY21: $2,655,000), General and administrative: $4,721,000 (FY21: $5,577,000).
6 Amortisation and impairment on intangible assets are included in the statement of profit or loss under the line item
Technology and Content.
5. Operating segments continued
FY22
$ ‘000
FY21
$ ‘000
Revenue
UK
1
59,803 5 3,136
North America 34,003 30,503
Europe and Rest of World 55,126 47,8 04
Total revenue 148,932 131,443
Non-current operating assets
UK 13,867 13,112
North America 13,453 1,526
Europe and Rest of World 9,400 7,88 0
Total non-current operating assets 36,720 22,518
1
For presentation purposes, the Isle of Man and the British Virgin Islands are included within the UK.
Non-current assets consist of intangible assets, property, plant and equipment, right-of-use
assets and deposits.
6. Staff cost
The monthly average number of persons employed by the Group (including Directors) by
function was:
FY22
Number
FY21
Number
Customer Success and Support 207 178
General and Administrative 145 109
Sales and Marketing 313 279
Technology and Content 255 220
Total 920 786
Group employee costs comprise:
FY22
$ ‘000
FY21
$ ‘000
Wages and salaries 95,150 86,271
Social security costs
1
6,702 10,603
Other pension costs
2
2,050 1,620
Share-based payment 5,853 6,527
109,755 105,021
1 Social security costs in FY22 includes a credit of $(1,642) thousand (FY21 charge of $3,485 thousand) in respect of share
based payments as a result of the decrease in the share price.
2 This represents the Group’s defined contribution schemes which are provided to its employees. This charge reflects the
current year contributions made.
Notes forming part of the financial statements continued
Trustpilot
Annual report 2022
2.Strategic report 3.Governance
172
1.Overview 4.Financial statements
Total movement in employee warrants
FY22 FY21
Number of
warrants
No. ‘000
Weighted avg
exercise price
$ ‘000
Number of
warrants
No. ‘000
Weighted avg
exercise price
$ ‘000
Opening Balance 35,041 0.78 60,013 0.49
Granted 6,603 1.81
Exercised (2,202) 0.48 ( 27,817 ) 0.37
Forfeited (2,249) 0.88 (3,758) 1.03
Closing Balance 30,590 0.68 35,041 0.78
Number of warrants exercisable at
31December 17,264 13,319
As at 31 December 2022, employee warrants contributed $2,250 thousand to the share-based
compensation expense (FY21: $5,537 thousand). Employee warrants had exercise prices
ranging from $0.09 to $1.34 with a weighted average of $0.68 (2021: prices ranging from
$0.13 to $1.81 with a weighted average of $0.78). The weighted average remaining
contractual life of warrants outstanding as at 31 December 2022 was 6.01 years
(2021:7.05years).
Long Term Incentive Plan
A Long Term Incentive Plan (“LTIP”) ensures the alignment of incentives for management
andthe performance of the Group. Incentives are established across three complementary
measures of shareholder return performance, revenue growth and trust to ensure balanced
priorities for management for the long term advancement of the Group. In FY22, conditional
awards over 2,366,146 (FY21 1,215,246) ordinary shares in the Company were granted to
management under the LTIP.
The LTIP is administered at the discretion of the remuneration committee of the Board (the
Remuneration Committee”) and no individual has a contractual right to participate. The
LTIP awards granted in FY22 will ordinarily vest on 5 April 2025 (except from one grant which
will vest on 20 June 2025), subject in each case to the award recipient’s continued service
and the Remuneration Committee’s assessment of the extent to which the award’s
performance measures are satisfied. Settlement of any vested portion of the awards is
expected to be satisfied by the issue of new ordinary shares in the Company upon the
vestingdate.
8. Share-based payment plans
The Group currently operates three share schemes: Employee Warrants, Long Term Incentive
Plan and Restricted Share Plan.
For the financial year ended 31 December 2022, the Group has recognised the following
share-based payment expense in the consolidated statement of profit or loss.
FY22
$ ‘000
FY21
$ ‘000
Warrants 2,250 5,537
Restricted Share Plan 2,927 567
Long Term Incentive Plan 676 423
5,853 6,527
Employee Warrants
The fair value at grant date is determined using a Black-Scholes model that takes into
account the share price at grant date, the exercise price, the risk free interest rate for the term
of the warrants, the expected volatility and the term of the warrant (the expected maturity).
Prior to the admission of the Company’s entire issued ordinary share capital to the premium
listing segment of the Official List of the FCA and to trading on the London Stock Exchange’s
main market for listed securities on 26 March 2021 (“Admission”), Trustpilot A/S (the former
parent company of the corporate group) operated a long-term incentive warrant program
under which warrants in Trustpilot A/S were granted at market value, free of charge. Each
warrant conferred a right to subscribe for 1 common share in Trustpilot A/S. The warrants
were granted to two categories of recipients: (i) to employees of varying seniority throughout
the Group; and (ii) to selected senior employees of the Group and certain board members of
Trustpilot A/S.
In connection with the IPO, Trustpilot A/S restructured its warrant program. On 26 March
2021, all outstanding warrants in Trustpilot A/S (as of 26 March 2021: 818,784) were cancelled
and replaced by new warrants in the Company in the proportion 1 to 78.
Movements in the number of share options outstanding and their related weighted average
exercise prices in the financial year ended 31 December 2022 are as follow:
Notes forming part of the financial statements continued
Trustpilot
Annual report 2022
2.Strategic report 3.Governance
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1.Overview 4.Financial statements
Settlement of vested awards is expected to be satisfied by the issue of new ordinary shares
inthe Group. LTIP awards contributed $676 thousand to the share-based compensation
expense in the FY22 financials (FY21 $423 thousand). Targets and fair value treatment are
summarised as follows:
Measure Fair Value Method
Weighted Avg
Fair Value Lower Bound Upper Bound
TSR Stochastic Model 0.98 Equal to Median Upper Quartile or Greater
ARR Black-Scholes 1.65 CAGR of 20% CAGR of 30% or Greater
Trust Black-Scholes 1.68 Average Trust
Measure of 3.5
Average Trust Measure of
4.2or Greater
Fair Value Factors
Input
April 22
grant
Additional
Chaffe April 22
Input (Executive Director)
June 22
grant
Closing share price on date of grant (pence) 148.30 N/A 99.40
Price (pence) 1.00 148.30 1.00
Expected term 3.00 yrs +2.00 yrs holding period 3.00 yrs
Risk-free interest rate 1.56% 1.54% 2.45%
Expected dividend yield —% —% —%
Expected volatility 34.53% 35.43% 35.09%
Note: Chaffe model used to fair value the impact of the two year holding period for Executive Directors
Total movement in LTIP
FY22
No. ‘000
FY21
No. ‘000
Opening Balance 1,101
Granted 2,366 1,215
Exercised
Forfeited (129) (114)
Closing Balance 3,338 1,101
Number of LTIPs exercisable at 31 December
8. Share-based payment plans continued
Executive directors of the Company are subject to a two year post-vesting holding period for
the shares they receive (net of shares equal to any tax liability and nominal cost of acquisition).
Targets for each of the three performance measures are set with a lower bound and upper
bound. If performance falls below the lower bound there will be no vesting. If performance
meets or exceeds the upper bound it will result in 100% vesting. Performance between the
lower and upper bounds will result in vesting between 25% and 100% on a straight-line basis,
as further detailed below.
Total shareholder return (“TSR”) performance measure
The vesting of 55% (the “TSR Part”) of the LTIP awards granted in FY22 is subject to the
Group’s TSR performance over a three year period that commenced on 5 April 2022 relative
to the TSR performance over the same period of the constituents of the FTSE 250 Index
(excluding investment trusts and the Group) as at 5 April 2022. 25% of the TSR Part will vest
for median ranking performance, rising on a straight-line basis up to 100% vesting of the TSR
Part for upper quartile ranking (or better) relative TSR performance.
Annual recurring revenue (“ARR”) performance measure
The vesting of 25% (the “ARR Part”) of the LTIP awards granted in FY22 is subject to the
compound annual growth rate (“CAGR”) in the Group’s ARR over the period 1 January 2022
to 31 December 2024. 25% of the ARR Part will vest for CAGR in ARR over the measurement
period of 20%, rising on a straight-line basis up to 100% vesting of the ARR Part for CAGR in
ARR over the measurement period of 30% (or better).
Trust performance measure
The vesting of 20% (the “Trust Measure Part”) of the LTIP awards granted in H1 FY22 is
subject to targets set for the average of Trustpilot’s own TrustScores (i.e. the star ratings of
reviews gathered for Trustpilot on the Trustpilot platform) taken at the end of 2022, 2023 and
2024 respectively. The TrustScore Part target will be stepped between an average TrustScore
of 3.5 and 3.75 (at which point 50% of the TrustScore Part will vest), rising on a straight-line
basis up to 100% vesting for an average TrustScore of 4.2 (or better).
As an additional condition, no part of such LTIP awards will vest unless the Remuneration
Committee is satisfied as to overall Group performance over the period until vesting – and,
asrequired by the UK Corporate Governance Code, the Remuneration Committee will retain
apower to moderate the vesting levels from awards if this is appropriate in all of the
circumstances, including consideration of shareholder experience.
Notes forming part of the financial statements continued
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1.Overview 4.Financial statements
9. Finance income and expenses
FY22
$ ‘000
FY21
$ ‘000
Foreign exchange rate gains* 2,445
Interest income 14 10
Finance income* 2,459 10
FY22
$ ‘000
FY21
$ ‘000
Foreign exchange rate losses* (66)
Financing costs (19) (61)
Interest expenses (485) (1,347)
Lease interest expense (1,010) (994)
Finance expenses* (1,514) (2,468)
* See note 1.8 for details regarding the representation.
10. Income tax
FY22
$ ‘000
FY21
$ ‘000
Current tax
Current tax on UK profit for the year (265) (26)
Current tax credit on overseas profits for the year 690 814
Adjustments in respect of prior periods 194 (365)
Total current tax credit 619 423
Deferred tax
Origination and reversal of temporary differences 29 259
Derecognition of deductible temporary differences 52
Adjustments in respect of prior periods (245)
Change in tax rate (2) (18)
Total deferred tax (expense)/income (218) 293
Total tax credit in the statement of profit or loss 401 716
8. Share-based payment plans continued
Restricted Share Plan
The Restricted Share Plan (“RSP”) is offered to selected employees and aligns the interest
of award recipients with shareholders and serves to help retain employees over the vesting
periods. Vesting periods are subject to the condition of continued service only rather than
performance measures.
In FY22, conditional awards over 5,764,926 (FY21 829,753) ordinary shares in the Company
were issued to employees under the RSP. Vesting typically takes place over a three year
period with settlement of each vested portion of the awards expected to be satisfied by
theissue of new ordinary shares in the Company upon the vesting date.
The RSP is administered at the discretion of the Remuneration Committee and no individual
has a contractual right to participate. The cost of acquisition of the awards when vested is
1pence per each share, equal to the nominal share value, and the fair value is determined
using a Black-Scholes model. RSP awards contributed $2,927 thousand to the share-based
compensation expense in the FY22 financials (FY21 $567 thousand).
Fair Value Factors
April 2022
Grant
June 2022
Grant
October 2022
Grant
Closing share price on date of grant (pence) 110.60 99.40 75.15
Price (pence) 1.00 1.00 1.00
Weighted average contractual life 1.98 2.19 1.91
Risk-free interest rate 1.56% 2.45% 3.74%
Expected dividend yield —% —% —%
Expected volatility 34.53% 35.09% 35.09%
Total movement in RSP
FY22
No ‘000
FY21
No ‘000
Opening Balance 814 0
Granted 5,765 830
Exercised (292) (1)
Forfeited (479) (15)
Closing Balance 5,808 814
Number of RSPs exercisable at 31 December
Notes forming part of the financial statements continued
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1.Overview 4.Financial statements
Recognised directly in equity
FY22
$ ‘000
FY21
$ ‘000
Current tax income
Excess tax deductions related to share-based payments 261
Total current tax income 261
Deferred tax
Change in estimated excess tax deductions related to share-based
payments 15
Adjustments in respect of prior periods (15)
Total deferred tax (expense)/income (15) 15
Total tax income in equity 246 15
No amounts of current or deferred tax (2021: nil) are recognised in other comprehensive
income.
11. Intangible assets
Development
projects in
progress
$ ‘000
Completed
development
projects
$ ‘000
Total
$ ‘000
Cost:
At 1 January 2022 1,834 7,880 9,714
Additions during the year 3,696 3,696
Transfers – In progress to placed in service (1,167) 1,167
Exchange differences (77) (445) (522)
At 31 December 2022 4,286 8,602 12,888
Accumulated amortisation and impairment:
At 1 January 2022 (63) (3,313) (3,376)
Amortisation for the year (2,612) (2,612)
Impairment for the year (5) (5)
Exchange differences 7 153 160)
At 31 December 2022 (61) (5,772) (5,833)
Carrying amount as at 31 December 2022 4,225 2,830 7,055
10. Income tax continued
FY22
$ ‘000
FY21
$ ‘000
Reconciliation of effective tax rate
Factors affecting the tax credit for the year:
Loss before tax (15,045) (26,610)
Current tax credit using the Danish corporation tax rate of 22% (2021: 22%) 3,310 5,853
Effects of:
Items not deductible (884) (747)
IPO expenses (2,197)
Share options (701) (1,897)
Research and development tax credit 1,238 1,201
Adjustments in respect of prior periods (51) (418)
Differences between overseas tax rates 11 (101)
Movements in temporary differences not recognised (2,704) (960)
Tax effect of utilisation of tax losses not recognised 182
Effect of deferred tax rate changes (18)
Total tax credit 401 716
The Danish corporate income tax rate of 22 per cent (FY21: 22 per cent) is used in the tax
reconciliation for the Trustpilot Group as the majority of recognised tax arises in Denmark.
Taxation for other jurisdictions is calculated at the rates prevailing in each jurisdiction.
The Group’s tax charge will continue to be influenced by the profile of profits earned in the
different countries in which the Group’s subsidiaries operate. The Group could be affected by
changes in tax law in the future, as we expect countries to amend legislation in respect of
international tax. The main rate of UK corporation tax is currently 19% and will increase to
25% from 1 April 2023. There are no future changes announced to the Danish and US tax
rates. Deferred taxes at the balance sheet date, including UK, DK and USA, have been
measured using these enacted tax rates and reflected in these financial statements.
Certain losses arising in the year have been sold to the Danish tax authorities allowing a
realisation of an associated tax credit of $779 thousand (FY21: $875 thousand).
Notes forming part of the financial statements continued
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Annual report 2022
2.Strategic report 3.Governance
176
1.Overview 4.Financial statements
11. Intangible assets continued
Development
projects in
progress
$ ‘000
Completed
development
projects
$ ‘000
Total
$ ‘000
Cost:
At 1 January 2021 720 5,872 6,592
Additions during the year 3,790 3,790
Transfers – In progress to placed in service (2,621) 2,621
Exchange differences (55) (613) (668)
At 31 December 2021 1,834 7,8 80 9,714
Accumulated amortisation and impairment:
At 1 January 2021 (1,114) (1,114)
Amortisation for the year (2,321) (2,321)
Impairment for the year (63) (57) (120)
Exchange differences 179 179
At 31 December 2021 (63) (3,313) (3,376)
Carrying amount as at 31 December 2021 1,771 4,567 6,338
Intangible assets consist of capitalised salaries undertaken for software development which
will provide future economic benefit. Salaries are capitalised then amortised to better align
expenses incurred with benefits received to the organisation. Development projects in
progress are tested for impairment annually.
Research and development costs of $38,707 thousand that are not eligible for capitalisation
have been expensed within Technology and Content within the Consolidated statement of
profit or loss, in addition to amortisation of $2,437 thousand and impairment loss of $5
thousand, totalling $41,149 thousand (2021: $33,700 thousand). Impairment expenses reflect
software developments where the future return does not support the carrying value, for
example due to a change in market or development strategy.
12. Property, plant and equipment
Leasehold
improvements
$ ‘000
Other fixtures
and fittings,
tools and
equipment
$ ‘000
Total
$ ‘000
Cost:
At 1 January 2022 1,700 1,483 3,183
Additions during the year 2,254 1,449 3,703
Disposals (103) (234) (337)
Exchange differences (143) (134) (277)
At 31 December 2022 3,708 2,564 6,272
Accumulated depreciation and impairment:
At 1 January 2022 (798) (901) (1,699)
Depreciation for the year (693) (399) (1,092)
Disposals 96 233 329
Exchange differences 68 60 128
At 31 December 2022 (1,327) (1,007) (2,334)
Carrying amount as at 31 December 2022 2,381 1,557 3,938
Notes forming part of the financial statements continued
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Annual report 2022
2.Strategic report 3.Governance
177
1.Overview 4.Financial statements
Movement in deferred tax during the year:
1 January
2022
$ ‘000
Recognised
in income
$ ‘000
Exchange
differences
$ ‘000
Recognised
in equity
$ ‘000
31 December
2022
$ ‘000
Intangible assets (1,348) (202) 74 (1,476)
Property, plant and equipment 362 400 (31) 731
Short-term temporary differences 653 (205) (9) 439
Share-based payments 381 (369) 3 (15)
Tax losses 263 158 (36) 385
Deferred tax assets/(liabilities) 311 (218) 1 (15) 79
Movement in deferred tax during the prior year:
1 January
2021
$ ‘000
Recognised
in income
$ ‘000
Exchange
differences
$ ‘000
Recognised
in equity
$ ‘000
31 December
2021
$ ‘000
Intangible assets (1,128) (320) 100 (1,348)
Property, plant and equipment 1,022 (606) (54) 362
Short-term temporary differences 682 (29) 653
Share-based payments 382 (16) 15 381
Tax losses 117 155 (9) 263
Deferred tax assets/(liabilities) 11 293 (8) 15 311
The deferred tax asset recoverable within 12 months and after 12 months is as follows:
2022
$ ‘000
2021
$ ‘000
Deferred tax:
Recoverable within 12 months 39 140
Recoverable after 12 months 40 171
79 311
12. Property, plant and equipment continued
Leasehold
improvements
$ ‘000
Other fixtures
and fittings,
tools and
equipment
$ ‘000
Total
$ ‘000
Cost:
At 1 January 2021 1,883 1,351 3,234
Additions during the year 38 393 431
Disposals (191) (188) (379)
Exchange differences (30) (73) (103)
At 31 December 2021 1,700 1,483 3,183
Accumulated depreciation and impairment:
At 1 January 2021 (445) (768) (1,213)
Depreciation for the year (565) (371) (936)
Disposals 191 176 367
Exchange differences 21 62 83
At 31 December 2021 (798) (901) (1,699)
Carrying amount as at 31 December 2021 902 582 1,484
13. Deferred tax
Deferred tax assets and liabilities are attributable to the following:
Assets Liabilities Net
FY22
$ ‘000
FY21
$ ‘000
FY22
$ ‘000
FY21
$ ‘000
FY22
$ ‘000
FY21
$ ‘000
Intangible assets (1,476) (1,348) (1,476) (1,348)
Property, plant and equipment 731 362 731 362
Short-term temporary differences 439 653 439 653
Share-based payments 381 381
Tax losses 385 263 385 263
Deferred tax assets/(liabilities) 1,555 1,659 (1,476) (1,348) 79 311
Deferred income tax assets and liabilities disclosed in the balance sheet are offset when there
is a legally enforceable right to set off assets against liabilities and when they relate to the
same fiscal authority.
The $79 thousand (2021: $311 thousand) arises on short-term temporary differences and
fixedassets in Australia and Lithuania and is recognised on the basis of expected future
taxableprofits.
Notes forming part of the financial statements continued
Trustpilot
Annual report 2022
2.Strategic report 3.Governance
178
1.Overview 4.Financial statements
FY22
$ ‘000
FY21
$ ‘000
Loss for the year (14,644) (25,894)
Loss per share (cents)
1
Basic (3.5) (6.5)
Diluted (3.5) (6.5)
1 Given the Group incurred losses in FY22 and FY21, the impact of potentially dilutive ordinary shares has been excluded as
they would otherwise be anti-dilutive in accordance with IAS 33.
15. Right-of-use-assets and leases
The Group solely leases properties, which are mostly made for fixed periods between 2-10
years but may have extension options. Lease terms are negotiated on an individual basis and
contain a wide range of different terms and conditions. The lease agreements do not impose
any covenants, but leased assets may not be used as security for borrowing purposes.
Extension and termination options are included in a number of property leases across the
Group. These are used to maximise operational flexibility in terms of managing the assets
used in the Group’s operations.
The Group bases the lease liability on the contractual end date of the lease or the first
possible date to terminate a contract. For the leases located in Denmark, the Group has made
a judgement of 12 months exceeding the termination terms of 6 months due to the current
rolling lease terms.
The Group has recognised the following amounts relating to leases:
FY22
$ ‘000
FY21
$ ‘000
Right-of-use assets
Properties 23,569 12,312
FY22
$ ‘000
FY21
$ ‘000
Lease liabilities
Current 3,442 3,504
Non-current 21,243 9,552
24,685 13,056
Additions to the right-of-use assets
1
15,599 318
1 During the year the Group has signed three new leases for its offices in New York, Edinburgh and Melbourne.
13. Deferred tax continued
Out of the total deferred tax $79 thousand (FY21: $311 thousand), $39 thousand
(FY21:$140thousand) is expected to reverse within the next 12 months. $40 thousand
(FY21:$171thousand) is expected to reverse after 12 months.
Deferred tax not recognised is attributable to the following (presented net at the prevailing
deferred tax rates in local jurisdictions):
2022
$ ‘000
2021
$ ‘000
Deferred Intangible assets 236
Property, plant and equipment 511 43
Short term temporary differences 382 128
Share based payments 531
Tax losses* 38,551 32,113
39,975 32,520
*This represents $177 million (FY21: $151 million) of gross tax losses carried forward due to
uncertainties over recovery.
There is no expiration date on $136 million (FY21: $110 million) of the losses. The remaining
losses of $41 million will begin to expire in 2033 ($1 million in 2033, $6 million in 2034,
$12million in 2035, $12 million in 2036 and $10 million in 2037).
No deferred tax liability is recognised on temporary differences of $nil (FY21: $nil) relating to
the unremitted earnings of overseas subsidiaries as the Group is able to control the timing of
the reversal of these temporary differences and it is probable that they will not reverse in the
foreseeable future.
14. Loss per share
FY22 FY21
Weighted average number of shares (000s):
Ordinary shares 415,086 401,445
In addition to the ordinary shares above, Trustpilot Group plc had potential shares outstanding
that would be dilutive if the Group generated net income for the period. As of 31 December
2022, total potential shares were 18,625,000 (2021: 29,719,000), of which 10,614,000 (2021:
27,804,000) relate to employee warrants and 8,011,000 (2021: 1,915,000) relate to restricted
shares. As of 31 December 2022 vested potential shares amounted to 9,341,000 (2021:
11,981,000) employee warrants.
Notes forming part of the financial statements continued
Trustpilot
Annual report 2022
2.Strategic report 3.Governance
179
1.Overview 4.Financial statements
A default on a financial asset is when the counterparty fails to make contractual payments
when they fall due. These receivables are credit impaired. Financial assets are written off
when there is no reasonable expectation of recovery, such as a debtor failing to engage in a
repayment plan. The Group considers a receivable written off when a debtor fails to make
contractual payments more than 90 days past due. When receivables have been written off,
the Group continue to engage in enforcement activity to attempt to recover the receivable
due. When recoveries are made, these are recognised in profit or loss.
The expected loss rates are based on the payment profiles of sales over a period of
12months before 31 December and the corresponding historical credit losses experienced
within this period. The historical loss rates are adjusted to reflect current and forward-looking
information affecting the ability of the customers to settle the receivables, including
macroeconomic information. The maximum exposure to credit risk for the Group at
31December 2022 is the carrying value of the trade receivables.
Not due or
0-60 days
past due
$ ‘000
More than 60
days past due
$ ‘000
More than 90
days past due
$ ‘000
Total
$ ‘000
2022
Expected loss rate coverage 7% 36% 4%
Gross carrying amount, trade receivables 6,740 646 1,672 9,058
Loss allowance 479 231 73 783
Not due or
0-60 days past
due
$ ‘000
More than 60
days past due
$ ‘000
More than 90
days past due
$ ‘000
Total
$ ‘000
2021
Expected loss rate coverage 8% 64% 51%
Gross carrying amount, trade receivables 5,104 829 2,415 8,348
Loss allowance 415 531 1,226 2,172
Given that credit losses are evaluated on both specific credit risk characteristics and days past
due, some expected loss rates may appear higher than expected for certain days past due
buckets. In 2022, the expected credit rate coverage for trade receivables, more than 90 days
past due, has reduced from 51% to 4%. This is due to the provision being utilised against trade
receivables, which are more than 75 days past due or with a debt collection agency or in
bankruptcy, thus reducing both the gross carrying amount and the loss allowance.
The statement of profit or loss shows the following amounts relating to leases:
FY22
$ ‘000
FY21
$ ‘000
Depreciation charge of right-of-use assets
Properties (included in general and administrative costs) 3,649 4,855
Interest expense (included in finance expenses) 1,010 994
Expense relating to short-term leases (included in general and
administrativecosts)
1
400 105
Total cash outflow for leases 4,596 5,621
1 The Group classifies leases of 12 months or below as short-term leases. These are not treated under IFRS 16 but expensed
to the statement of profit and loss account over the period of the lease on a straight-line basis. The Group has no lease
contracts with variable payments.
16. Trade receivables
FY22
$ ‘000
FY21
$ ‘000
Trade receivables at 31 December 9,058 8,348
Less provision for impairment of trade receivables (783) (2,172)
Trade receivables net 8,275 6,176
Trade receivables are amounts due from customers for subscriptions sold in the ordinary
course of business. They are typically due for settlement within 8 – 90 days and therefore
areall classified as current. Trade receivables are recognised initially at the amount of
consideration that is unconditional unless they contain significant financing components,
when they are recognised at fair value.
Due to the short-term nature of the current receivables, their carrying amount is considered to
approximate their fair value. This has been assessed based on future cash flows discounted
at an appropriate rate for the risk of the debt.
The Group applies the IFRS 9 simplified approach to measuring expected credit losses which
uses a lifetime expected loss allowance for all trade receivables.
Adoption of this approach means Significant Increase in Credit Risk and Date of Initial
Recognition (DOIR) concepts are not applicable to the Group’s ECL calculations. To measure
the expected credit losses, trade receivables have been grouped based on shared credit risk
characteristics and the days past due.
Notes forming part of the financial statements continued
Trustpilot
Annual report 2022
2.Strategic report 3.Governance
180
1.Overview 4.Financial statements
19. Contract balances
The Group has recognised the following assets and liabilities related to contracts with
customers:
FY22
$ ‘000
FY21
$ ‘000
Trade receivables
1
8,275 6,176
Contract liabilities (32,210) (27,616)
1 Trade receivables is a financial asset not a contract asset, further disclosure is available in note 16.
The movement in contract liabilities and trade receivables are in line with the increase in the
Group’s activities and the related sales.
All revenue from subscriptions are recognised monthly over time on a straight-line basis,
unrelated to payment terms upon issuing of invoices. General payment terms are between
8and 90 days. All subscriptions are prepaid, pro-rated to the billing terms, leading to the
recognition of contract liabilities.
The unearned revenue from contracts in place at 31 December 2022 which will be earned in
future periods is $83,368 thousand, with 95% expected to be recognised within one year.
The aggregated amount of the transaction price allocated to performance obligations that are
satisfied or partially satisfied in FY22 from the prior year is $nil thousand (FY21:$521
thousand).
The aggregated amount of recognised revenue in FY22, which was included in the contract
liabilities at 31 December 2021 was $27,216 thousand (FY21: $22,574 thousand).
Management expects that $30,662 thousand (95%) will be recognised as revenue during the
next reporting period, $1,341 thousand (4%) in FY24 and $207 thousand (1%) in FY25 (2021
restated: $27,217 thousand (99%) in FY22, $381 thousand (1%) in FY23 and $18 thousand
(<1%) in FY24).
16. Trade receivables continued
Movement on the Group’s provision for impairment of trade receivables
$ ‘000
FY22
$ ‘000
FY21
$ ‘000
Opening balances 2,172 1,980
Net increase in loss allowance recognised in profit or loss during the year
1
1,397 783
Receivables written off during the year as uncollectible
2
(2,786) (591)
Provision for impairment of trade receivables 783 2,172
1 Net increase in loss allowance recognised in profit or loss during the year includes loss allowance on new assets originated/
recovered and financial assets derecognised during the period.
2 This also materially represents the contractual amount outstanding on financial assets that were written off during the year
and are still subject to enforcement activity. The Group has not purchased credit impaired assets.
17. Deposits and other receivables
FY22
$ ‘000
FY21
$ ‘000
Non-current deposits
Deposits 2,158 2,383
Total non-current deposits 2,158 2,383
Current deposits and other receivables
Other receivables 1,677 2,251
Deposits 139 619
Total current deposits and other receivables 1,816 2,870
The ECL allowance against deposits and other receivables is immaterial in the current and
prior year. The maximum exposure to credit risk at the reporting date is the carrying value of
each class of asset.
18. Cash and cash equivalents
FY22
$ ‘000
FY21
$ ‘000
Cash at bank and in hand 73,459 93,177
Notes forming part of the financial statements continued
Trustpilot
Annual report 2022
2.Strategic report 3.Governance
181
1.Overview 4.Financial statements
Number of
Shares
Share capital
Amount
($’000)
Share Premium
Amount
($ ‘000)
Changes in share capital
Opening balance at 1 January 2021 4,684,374 773 177,842
Employee share scheme issues
1
27,6 23 4 238
Lender warrants exercised
2
37, 525 6 358
Exchange difference on items recognised directly
inequity prior to Group reconstruction (23) (6,977)
Share Capital pre-public offering 4,749,522 760 171,461
Share Capital post public offering
Conversion of basic share
3
370,462,716 5,105
Issue of share
4
17,620,906 244 6 4,102
Exercise of share-based payments
5
25,663,734 353 9,424
Contribution of equity – Transaction (1,274)
Exchange difference on items recognised directly
inequity post Group reconstruction (126) (1,258)
Ending Balance 31 December 2021 413,747,35 6 5,576 70,994
1 On 3 March 2021, 20,780 warrants were exercised into 20,780 common shares in Trustpilot A/S, followed on 12 March 2021
by a further 6,843 warrants exercised into 6,843 common shares in Trustpilot A/S. The total of 27,623 new common shares
with a nominal value of $4 thousand resulted in share capital increasing by $4 thousand and share premium by $238
thousand.
2 Shortly prior to Admission on 26 March 2021, three lender-related entities exercised a total of 37,525 warrants into
37,525common shares, with a nominal value of $6 thousand resulting in share capital increasing by $6 thousand and share
premium by $358 thousand.
3 As part of the IPO Restructuring, on 26 March 2021 all 4,749,522 outstanding common and preference shares in Trustpilot
A/S were exchanged in the proportion 1 to 78 for 370,462,715 ordinary shares in the Company (the incorporating
shareholder of the Company already held 1 ordinary share prior to the exchange). The result was 370,462,716 ordinary
shares being held in the Company and increase of share capital by $5,105 thousand. Further, as part of the IPO
Restructuring and basic share exchange, the difference between the share capital and share premium recognised in
Trustpilot A/S and the new Trustpilot Group plc was taken to a merger reserve on consolidation.
4 On 26 March 2021, 17,620,906 ordinary shares in the Company were issued as a result of the Company’s primary offering
for a net consideration of $64,346 thousand, resulting in a share capital increase by $244 thousand and share premium
increase by $64,102 thousand.
5 From 26 March 2021 to 31 December 2021 (inclusive), 25,663,734 ordinary shares were issued in the Company to satisfy
the exercise of warrants and vesting of restricted stock units in the Company, resulting in a share capital increase by
$353thousand and share premium increase of $9,424 thousand. Further detail related to these schemes is disclosed in
note 8, share-based payment plans.
20. Share capital
Shares issued and fully paid:
31 December 2022 31 December 2021
Number of
shares
Amount
($ ‘000)
Number of
shares
Amount
($ ‘000)
Ordinary shares 416,241,641 5,006 413,747, 356 5,576
Total shares issued 416,241,641 5,006 413,747,356 5,576
The share capital of the Company as of 31 December 2022 consists of a single class of
ordinary shares, each share having a nominal value of GBP 0.01. The ordinary shares carry no
right to fixed income. The holders of ordinary shares are entitled to receive dividends as
declared from time to time and are entitled to one vote per share at meetings of the Company.
Number of
Shares
Share Capital
Amount
($ ‘000)
Share Premium
Amount
($ ‘000)
Changes in share capital
Opening balance at 1 January 2022 413,747,356 5,576 70,994
Employee share scheme issues
1
2,494,285 31 1,312
Contribution of equity – Transaction cost (54)
Exchange difference on items recognised directly in equity (601) (7,715)
Ending Balance 31 December 2022 416,241,641 5,006 64,537
1 From 1 January 2022 to 31 December 2022 (inclusive), 2,494,285 ordinary shares were issued in the Company to satisfy
theexercise of warrants and vesting of restricted stock units in the Company, resulting in a share capital increase by
$31thousand and share premium increase of $1,258 thousand. Further detail related to these schemes is disclosed in
note8.
As further detailed below, completion of the IPO Restructuring on 26 March 2021 resulted in
common and preference shares in Trustpilot A/S (each having a nominal value of DKK 1)
beingexchanged for ordinary shares in the Company (each having a nominal value of GBP
0.01). A multiplier was applied resulting in 78 ordinary shares in the Company being issued for
each share held by existing shareholders in Trustpilot A/S (minus the 1 ordinary share already
held by the incorporating shareholder of the Company).
The share capital of the Company as of 31 December 2022 and 31 December 2021 consists
of a single class of ordinary shares, each share having a nominal value of GBP 0.01. The
ordinary shares carry no right to fixed income. The holders of ordinary shares are entitled to
receive dividends as declared from time to time and are entitled to one vote per share at
meetings of the Company.
Notes forming part of the financial statements continued
Trustpilot
Annual report 2022
2.Strategic report 3.Governance
182
1.Overview 4.Financial statements
Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of a balance sheet
exposure will fluctuate because of changes in foreign exchange rates.
In general, purchases are made in the functional currencies of the individual group entity.
Thecurrency risk therefore primarily arises from sale in foreign currencies compared to the
functional currency of each of the Group entities. Sales made in foreign currencies are
primarily made by the Trustpilot A/S denominated in EUR and GBP.
In addition, the borrowings obtained by Trustpilot A/S (with DKK functional currency) in
2021were denominated in USD and GBP. As the borrowings were denominated in foreign
currencies, this also exposed the Company to currency risk during 2021.
The sensitivity analysis shows the gain/loss on net loss for the year and equity of a 10 per
cent increase/decrease in the specified currencies towards their functional currencies
(presented in US Dollars). The gain/loss is associated with the changing value of financial
instruments on the balance sheet due to the underlying currency fluctuations for those
instruments held in something other than the functional currency.
Impact on post tax loss and equity
FY22
$ ‘000
FY21
$ ‘000
EUR/USD – increase 10% 3,983 4,901
EUR/USD – decrease 10% (3,983) (4,901)
GBP/USD – increase 10% 3,227 3,872
GBP/USD – decrease 10% (3,227) (3,872)
Year end rates applied the above analysis are 1.0667 (2021: 1.1326) EUR/USD and 1.2026
(2021: 1.3479) GBP/USD. Positive figures represent an increase in profit/loss or equity.
21. Financial risk management
Outlined below are the ways in which the Group addresses interest rate risk, foreign currency
risk, credit risk, liquidity risk and capital risk.
The Board has overall responsibility for the establishment and oversight of the Group’s
riskmanagement framework and for establishing the Group’s risk management policies.
TheGroup’s overall risk management programme focuses on the unpredictability of financial
markets and seeks to minimise potential adverse effects on the Group’s performance.
TheGroup does not use derivative financial instruments to hedge any exposures.
Risk management is carried out by the Risk function under policies approved by the Board
ofDirectors. The Board provides written principles for overall risk management.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will
fluctuate because of changes in reference interest rates. Long-term borrowings with variable
interest rates could therefore expose the Group to cash flow interest rate risk.
The Group repaid and refinanced a credit facility with Silicon Valley Bank in 2021; this
revolving credit facility includes a variable interest rate that exposes the Group to interest
raterisk. Credit facility funds are available in either USD, EUR or GBP with interest rates
determined on a base plus margin basis with an interest rate floor. For the calculation of the
interest base rate, USD borrowings will utilise a Wall Street Prime Rate, EUR borrowings will
utilise a European Central Bank base rate and GBP borrowings will utilise a Bank of England
base rate. In addition to this base rate, a margin will be applied based on the Group EBITDA*
in the most recently completed relevant period. Interest rate risk is concentrated across three
reference rates for USD, EUR and GBP borrowings.
Group EBITDA in this context is the same as Adjusted EBITDA illustrated in note 4 with the
following additional adjustments where applicable:
after deducting the amount of any profit (or adding back the amount of any loss) of any
member of the Group which is attributable to minority interests;
after deducting the amount of any profit of any Non-Group Entity to the extent that the
amount of the profit included in the financial statements of the Group exceeds the amount
actually received in cash by members of the Group through distributions by the Non-
GroupEntity.
Sensitivity from changes in interest rates, including the impact of interest rate benchmark
reform, has been deemed immaterial given the group is debt free. The Group continues to
monitor changes in interest rates and considers the associated cost of borrowing.
Notes forming part of the financial statements continued
Trustpilot
Annual report 2022
2.Strategic report 3.Governance
183
1.Overview 4.Financial statements
The Group’s primary credit exposure is related to trade receivables and cash positions. The
Group determines whether a financial asset is credit-impaired based on the asset’s cash flow
expectations. The Group has no major exposure relating to one single customer or business
partner. The Group has no significant credit risk concentrations as the Group has many
smallcustomers, a total of 25 thousand paying customers at 31 December 2022 (2021:
23thousand).
The Group’s credit risk is monitored and managed by senior management based on analysis
of actual loss, review of outstanding receivables and financial market conditions. Given
thehistorical collection rate, the Group has determined that it will not forgo commercial
agreements with customers due to their credit rating. The Group’s outstanding receivables
and impairment losses are detailed in note 16.
The most significant counterparty risk is related to deposit with banks, as the Group’s balance
at 31 December 2022 amounts to $73,459 thousand (2021: $93,177 thousand). To mitigate
this risk, it is the Group’s policy only to use banks of high quality and with low credit risk in the
countries the Group operates in. Given the Group’s treasury policy regarding deposits, the
Group does not incorporate further forward-looking information into its understanding of
credit risk and has an expected credit loss for cash deposits of $nil. Deposits are reviewed on
a monthly basis and write-offs are considered if expectation of recovery falls meaningfully.
There were no write-offs in FY22 and all deposits are considered to be a low credit risk, held
in institutions with credit ratings of “A” or higher, in line with our treasury management policy
approved by the board. The Group has not established a credit loss provision on cash
deposits due to the low credit risk associated with institutions of an “A” rating or higher.
Finally, in light of the recent closure of Silicon Valley Bank (SVB) on 10 March 2023, the Group
intends to review our approach to treasury management, including diversifying our banking
partners to mitigate future credit risks.
The carrying amounts of trade receivables in note 16 and cash and cash equivalents in note
18 represents the Group’s maximum exposure to credit risk. The Group’s credit risk has not
increased significantly since initial recognition of any financial assets.
Liquidity risk
Prudent liquidity risk management involves maintaining sufficient cash or access to credit to
meet Group obligations.
Management monitors rolling forecasts of the Group’s liquidity, which as of 31 December
2022 consists of $73 million cash and a $30 million revolving credit facility to ensure the
Group has sufficient liquid resources to meet the operating needs of the business. The Group
manages its cash and borrowing requirements centrally within risk parameters agreed by the
Board. As of 31 December 2022 the revolving credit facility remains undrawn.
21. Financial risk management continued
The sensitivity analysis is based on the assumption that all other variables and exposures
remains constant on the financial instruments recognised at 31 December. The sensitivity
rateof 10% assessment of a reasonably possible change, based on historical volatility.
Thecarrying amounts of the Group foreign currency denominated financial assets and
liabilities at the reporting date are as follows:
FY22
USD
$ ‘000
GBP
$ ‘000
EUR
$ ‘000
Other
$ ‘000
Total
$ ‘000
Cash and cash equivalents 23,999 12,721 35,425 1,314 73,459
Trade receivables 1,385 2,691 1,861 2,338 8,275
Deposits 49 1,830 64 354 2,297
Other receivables
1
377 308 685
Trade payables 398 245 1,244 877 2,764
Accruals 2,277 3,023 823 4,839 10,962
Lease liabilities 12,337 11,166 61 1,121 24,685
Borrowings
FY21
USD
$ ‘000
GBP
$ ‘000
EUR
$ ‘000
Other
$ ‘000
Total
$ ‘000
Cash and cash equivalents 25,246 19,349 47,686 896 93,177
Trade receivables 1,135 2,068 1,027 1,946 6,176
Deposits 30 2,051 302 2,383
Other receivables
1
24 842 42 537 1,445
Trade payables 278 785 40 733 1,836
Accruals 2,742 3,244 539 6,115 12,640
Lease liabilities 1,708 10,408 63 877 13,056
Borrowings
1 Other receivables consist of financial instruments and exclude prepayments and taxes.
The impact on post tax loss for the year includes financial instruments that are currency
adjusted through the statement of profit and loss and is based on those financial instruments
that were recognised at the respective balance sheet dates.
Credit risk
Credit risk arises from cash and cash equivalents, deposits with banks and financial
institutions, as well as credit exposures to customers, including outstanding receivables.
TheGroup has determined that all these financial instruments listed have low credit risk on
initial recognition.
Notes forming part of the financial statements continued
Trustpilot
Annual report 2022
2.Strategic report 3.Governance
184
1.Overview 4.Financial statements
Financial assets and liabilities per measurement category
FY22
$ ‘000
FY21
$ ‘000
Financial assets
Financial assets at amortised cost:
Trade receivables, current 8,275 6,176
Deposits 2,297 2,383
Other receivables 1,677 1,445
Cash and cash equivalents, current 73,459 93,177
85,708 103,181
FY22
$ ‘000
FY21
$ ‘000
Financial liabilities
Financial liabilities at amortised cost:
Trade payables, current (2,764) (1,836)
Accruals, current (10,962) (12,640)
Lease liabilities, non-current (21,243) (9,552)
Lease liabilities, current (3,442) (3,504)
(38,411) (27, 532)
Due to the short-term nature of the Group’s financial instruments, the fair value approximates
the carrying amount.
22. Commitments and contingent liabilities
Pledges and security
31 December
2022
$ ‘000
31 December
2021
$ ‘000
The carrying amounts of the secured assets are as follows
Intangible assets 7,0 5 5 6,338
Trade receivables 8,275 6,176
15,330 12,514
In connection with a revolving credit facility of $30 million, the Company, Trustpilot A/S,
Trustpilot, Inc. and Trustpilot Ltd have granted security over all of their assets and
undertaking, including bank accounts, trademarks and shares (excluding the Company).
No security has been provided for the Group’s leaseholds in 2022.
21. Financial risk management continued
Capital management
The Group’s key management personnel defines and monitors the net cash position, defined
as the cash on the balance sheet less any outstanding debt.
The Group’s objective when managing capital is to safeguard the ability to continue as a going
concern, in a manner that optimises the capital structure.
The Group’s strategy is to finance the operations of the business with the cash on the balance
sheet and only access the credit facility if additional opportunities present themselves. There
has been no change in the policies for managing capital when compared with the prior year.
The Group remains in compliance with the covenants associated with the credit facility.
Maturity analysis
The amounts disclosed in the table are the maturity analysis for the contractual undiscounted
cash flows (including interest payments). Balances due within 12 months equal their carrying
balances as the impact of discounting is not significant.
Less than
1 year
$ ‘000
Between 1
and 3 years
$ ‘000
More than
3 years
$ ‘000
Total
$ ‘000
Non-derivatives
As at 31 December 2022
Trade payables (2,764) (2,764)
Lease liabilities (4,949) (12,605) (13,939) (31,493)
Borrowings
1
(300) (75) (375)
Accruals (10,962) (10,962)
(18,975) (12,680) (13,939) (45,594)
Less than
1 year
$ ‘000
Between 1
and 3 years
$ ‘000
More than
3 years
$ ‘000
Total
$ ‘000
Non-derivatives
As at 31 December 2021
Trade payables (1,836) (1,836)
Lease liabilities (4,104) (4,192) (7, 364) (15,660)
Accruals (12,640) (12,640)
(18,580) (4,192) (7,3 64) (30,136)
1 Borrowings relate to the unused revolving credit facility fee
Notes forming part of the financial statements continued
Trustpilot
Annual report 2022
2.Strategic report 3.Governance
185
1.Overview 4.Financial statements
23. Provisions
FY22
Dilapidation
provision
$ ‘000
FY21
Dilapidation
provision
$ ‘000
Non-current
At 1 January 517
Utilised in the year
Charged in the year 206 517
Exchange differences (95)
At 31 December 628 517
Current
At 1 January 670
Utilised in the year (208)
Charged in the year (12) 670
Exchange differences 3
At 31 December 453 670
The Group recognises dilapidation provisions for leases where Trustpilot will have an
obligation to restore the leases according to the contractual requirements when the leases
come to an end. The provisions are based on internal assessments, estimates from the
landlords and on the lifetime of each lease. There will be uncertainty to the actual outflow for
dilapidation until leases in question have concluded and the space is formally assessed. The
group has dilapidation obligations in the UK entity and the Danish Entity where $453 thousand
is due within 12 months (FY21: $670 thousand) from balance sheet date and $628 thousand is
due after more than 5 years (FY21: $517 thousand).
Capital commitments
As at 31 December 2022, the Group had contractual capital commitments of $13 thousand
(FY21: $494 thousand) in relation to the acquisition of property, plant and equipment. Thecapital
commitments relating to intangible assets are immaterial during FY22 (FY21:Immaterial).
Contingent liabilities
Subsidiaries of Trustpilot Group plc are parties to various litigation claims from time to time.
The outcome of claims pending is not expected to constitute risk for economic outflow of
material importance to the Group’s financial position. In the year ended 31 December 2021,
two of the Group’s subsidiaries were parties to a litigation claim in New York. However, the
claim was successfully defended and the proceedings have now concluded. A summary of
the history of the claim is set out below.
In January 2021, a complaint was filed in the United States District Court for the Southern
District of New York against Trustpilot Inc. and Trustpilot A/S (the plaintiffs later dropped the
claim against Trustpilot A/S). The plaintiffs alleged that Trustpilot designed its email systems
so that a reminder email about renewal of Trustpilot subscriptions would be sent from a
trustpilot.net email address and go directly to the recipient’s junk email folder and that, as a
result, Trustpilot customers paid for Trustpilot subscriptions that they would not have renewed
had they received the reminder email.
The claim was dismissed in its entirety by the court on 29 June 2021. On 14 July, the plaintiffs
filed a ‘motion to reconsider’ the dismissal of the case. Trustpilot filed its opposition to this
‘motion to reconsider’ on 28 July 2021. On 14 October 2021, the plaintiffs’ ‘motion to
reconsider’ was denied. The plaintiffs filed a notice of appeal on 15 November 2021 and the
case was transmitted to the Second Circuit Court of Appeals. The appeal was heard in New
York on 16 May 2022 and, on 13 June 2022, the court dismissed the appeal and released its
ruling. The plaintiffs had 14 days to request an en banc review of the ruling, but declined to do
so. Therefore, the proceedings have now concluded without any material adverse effect on
Trustpilot’s results of operations and cash flows.
Notes forming part of the financial statements continued
Trustpilot
Annual report 2022
2.Strategic report 3.Governance
186
1.Overview 4.Financial statements
26. Related parties
The key management compensation is disclosed in note 6.
During the FY22, there were no material transactions with related parties.
In the comparative period, FY21, there were the following transactions with related parties:
a) On 26 March 2021, in connection with the IPO, a restructuring of the corporate structure of
the Group was completed immediately prior to Admission (the “IPO Restructuring”). The IPO
Restructuring included: (i) a horizontal merger of Trustpilot A/S and Trustpilot Galaxy A/S (with
Trustpilot A/S as the continuing company), (ii) a share for share exchange whereby each
shareholder in Trustpilot A/S exchanged their shares for newly issued ordinary shares in the
Company (resulting in Trustpilot A/S becoming wholly owned by the Company, and the
Company becoming the parent company of the Group); and (iii) the replacement of warrants
inTrustpilot A/S by warrants in the Company (and consequent cancellation of warrants in
Trustpilot A/S).
b) 50,000 redeemable preference shares of £1 nominal value each in Trustpilot Group plc were
issued to Peter Mühlmann Holding ApS (the incorporating shareholder of Trustpilot Group plc)
on 16 Feb 2021 for the purposes of Trustpilot Group plc having sufficient capital to obtain a
trading certificate. Pursuant to a resolution by the board of directors of Trustpilot Group plc on
22 March 2021, the shares were redeemed and cancelled on 14 April 2021 by the repayment
to Peter Mühlmann Holding ApS of £50,000.
24. Other payables
FY22
$ ‘000
FY21
$ ‘000
Non-current
Holiday – other liability 2,858 2,962
Total non-current other payables 2,858 2,962
Current
Other taxes and social security 4,343 10,221
Accruals 10,962 12,640
Total current other payables 15,305 22,861
25. Changes in liabilities arising from financing activities
This section sets out an analysis of liabilities arising from borrowings and the movements in
each of the periods presented.
1 January
2022
$ ‘000
Cash
flows
$ ‘000
Foreign
exchange
movement
$ ‘000
New
leases*
$ ‘000
31 December
2022
$ ‘000
Borrowings
Lease liabilities 13,056 (4,197) 1,517 14,309 24,685
Total liabilities from
financing activities 13,056 (4,197) 1,517 14,309 24,685
1 January
2021
$ ‘000
Cash
flows
$ ‘000
Foreign
exchange
movement
$ ‘000
New
leases*
$ ‘000
31 December
2021
$ ‘000
Borrowings 12,941 (13,000) 59
Lease liabilities 16,604 (5,516) (192) 2,160 13,056
Total liabilities from
financing activities 29,545 (18,516) (133) 2,160 13,056
* Including lease modifications
Notes forming part of the financial statements continued
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1.Overview 4.Financial statements
27. Reconciliation to operating cash flows
FY22
$ ‘000
FY21
$ ‘000
Changes to net working capital
Increase in trade receivables (2,412) (1,325)
Decrease/(Increase) in other assets 899 (1,260)
Increase in prepayments (711) (1,191)
Increase in trade payables 930 595
Decrease in provisions (14)
(Decrease)/Increase in other liabilities (3,810) 2,805
Increase in contract liabilities 6,020 6,401
902 6,025
FY22
$ ‘000
FY21
$ ‘000
Adjustments to operating cash flows
Income tax (401) (716)
Amortisation and impairment of intangible assets 2,617 2,441
Depreciation of tangible assets and right-of-use assets 4,741 5,791
Finance (income)/expense (945) 2,392
Share-based compensation 5,853 6,527
11,865 16,435
28. List of Group companies
Legal entity registered office Status Type
Place of
incorporation
Ownership
interest
Trustpilot A/S Pilestræde 58, 5, 1112
København K
Trading Subsidiary Denmark 100%
Trustpilot, Inc. c/o The Corporation Trust
Company, Corporation Trust
Center, 1209 Orange Street,
Wilmington, DE 19801, USA
Trading Subsidiary US 100%
Trustpilot Ltd 5th Floor, The Minster Building,
21 Mincing Lane, London EC3R
7AG, United Kingdom
Trading Subsidiary England &
Wales
100%
Trustpilot
GmbH
c/o Dantax Steuerberatungs
GmbH, Am Oxer 7, 24955
Harrislee, Germany
Trading Subsidiary Germany 100%
Trpilot Pty
Limited
Suite 3, 61 Porter Street,
Prahran, 3181 VIC, Australia
Trading Subsidiary Australia 100%
Trustpilot UAB Vito Gerulaicˇ io g. 1, 3rd floor,
Vilnius, Lithuania
Trading Subsidiary Lithuania 100%
Trustpilot S.r.l. Corso Vercelli 40, Milan, CAP
20145, Italy
Trading Subsidiary Italy 100%
Trustpilot B.V. Herikerbergweg 238, Luna
ArenA, 1101 CM Amsterdam,
The Netherlands
Trading Subsidiary Netherlands 100%
29. Post balance sheet events
On 10 March 2023, Silicon Valley Bank (SVB) in the United States was closed by the California
Department of Financial Protection and Innovation and the subsequent entry into receivership
of its UK arm (SVB UK). SVB UK is the Group’s principal banking partner, which was
subsequently acquired by HSBC.
The Group has not experienced liquidity concerns as a result of this event. We have full
access to our cash on deposit, and our revolving credit facility remains available, expiring in
April 2024, and in the meantime we intend to review and diversify our banking arrangements
to mitigate future risks. We benefit from having a diversified customer base with little
concentration, and this limits our exposure to the events surrounding the bank’s failure.
Wehave not experienced any operational impact on our business and customer cash
collections remain unaffected.
Notes forming part of the financial statements continued
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As permitted by Section 408 of the Companies Act 2006, the Company’s Statement of Profit
or Loss has not been included in these financial statements.
The Company made a profit of £2,336 thousand for the year ended 31 December 2022
(FY21:loss of £7,489 thousand for the period covering 8 February 2021 to 31
December2021).
At the balance sheet date the Company has unused tax losses of £590 thousand (2021:
£1,060 thousand) available for offset against future profits. No deferred tax asset has been
recognised as it is not considered probable that there will be future taxable profits available
for the company. These losses may be carried forward indefinitely.
The notes on pages 190 to 193 are an integral part of these financial statements.
The financial statements on pages 189 to 190 were approved and authorised for issue by the
Board of Directors on 20 March 2023 and signed on its behalf by:
Hanno Damm
Chief Financial Officer
Company balance sheet
Note
As at
31 December
2022
£ ‘000
As at
31 December
2021
£ ‘000
Fixed assets
Investments 5 13,009 9,221
Total fixed assets 13,009 9,221
Current assets
Trade and other receivables: amounts falling due after more
than one year 6 6,510 5,866
Trade and other receivables: amounts falling due within one
year 6 203 874
Cash and cash equivalents 42,310 39,879
Total current assets 49,023 46,619
Creditors: amounts falling due within one year 7 (593) (2,432)
Net current assets 48,430 44,187
Total assets less current liabilities 61,439 53,408
Net assets 61,439 53,408
Capital and reserves
Called-up share capital 8 4,162 4,137
Share premium account 53,666 52,670
Foreign currency translation reserve 73
Other reserves 8,764 4,017
Accumulated losses (5,153) (7,4 89)
Retained earnings 3,611 (3,399)
Total equity 61,439 53,408
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Retained earnings
Called
up share
capital
£ ‘000
Share
premium
account
£ ‘000
Foreign
currency
translation
reserve
£ ‘000
Other
reserves**
£ ‘000
Accumulated
losses
£ ‘000
Total
£ ‘000
Equity at Opening balance as at
1January 2022 4,137 52,670 73 4,017 (7,48 9) 53,408
Profit for the year 2,336 2,336
Other comprehensive income (73) (73)
Total comprehensive income for
theyear (73) 2,336 2,263
Employee share scheme issues 25 1,037 1,062
Transaction costs (41) (41)
Share-based payments 4,747 4,747
Total transactions with owners 25 996 4,747 5,768
Equity at 31 December 2022 4,162 53,666 8,764 (5,153) 61,439
Retained earnings
Called
up share
capital
£ ‘000
Share
premium
account
£ ‘000
Foreign
currency
translation
reserve
£ ‘000
Other
reserves**
£ ‘000
Accumulated
losses
£ ‘000
Total
£ ‘000
Equity at Opening balance as at
8February 2021*
Loss for the period ( 7,4 89) (7,48 9)
Other comprehensive income 73 73
Total comprehensive expense for
theperiod 73 ( 7,4 89) ( 7,416)
Conversion of basic shares 3,705 3,705
Employee share scheme issues 256 6,863 7,119
Issue of shares 176 46,519 46,695
Transaction costs (712) (712)
Share-based payments 4,017 4,017
Total transactions with owners 4,137 52,670 4,017 60,824
Equity at 31 December 2021 4,137 52,670 73 4,017 (7,4 89) 53,408
* Opening balance as at incorporation date of 8 February 2021.
** Other reserves relates to share-based payments.
Company statement of changes in equity
1. General information
Trustpilot Group plc (the “Company”) is a public company limited by shares, incorporated on
8 February 2021, domiciled in the United Kingdom and registered in England & Wales with
company number 13184807, and having its registered office at 5th Floor, The Minster
Building, 21 Mincing Lane, London EC3R 7AG, United Kingdom.
The Company, together with its subsidiaries, comprise the “Group”. The Company is the
parent company of the Group and its principal activity is to act as the ultimate holding
company of the Group. These financial statements are the separate financial statements for
the Company covering the year ended to 31 December 2022.
The Company’s financial statements are presented in British Pound Sterling (“GBP”) being the
Company’s functional currency. All figures presented are rounded to the nearest thousand
(£000), unless otherwise stated.
2. Company accounting policies
Basis of preparation
These financial statements are prepared on a going concern basis under the historical cost
convention and in compliance with the United Kingdom Accounting Standards, including
Financial Reporting Standard 102, ‘The Financial Reporting Standard applicable in the
UnitedKingdom and the Republic of Ireland’ (‘FRS 102’) and the Companies Act 2006.
A summary of the principal accounting policies of the Company, which have been consistently
applied, is set out below. These accounting policies have been consistently applied to the
year ending 31 December 2022.
The Company is deemed a qualifying entity under FRS 102, and so may take advantage of
thereduced disclosures permitted under the standard. As a result, the following disclosure
exemptions have been taken:
The Company has taken advantage of the exemption, under paragraph 1.12(b), from
preparing a statement of cash flows, on the basis that it is a qualifying entity and its
ultimate parent company, Trustpilot Group plc, includes the Company’s cash flows in its
consolidated financial statements;
Disclosures about financial instruments under Section 11 Basic Financial Instruments and
Section 12 Other Financial Instruments Issues paragraphs 12.26 (in relation to those
cross-referenced paragraphs from which a disclosure exemption is available), 12.27,
12.29(a), 12.29(b), and 12.29A; this exemption is permitted as equivalent disclosures are
included in the consolidated financial statements of Trustpilot Group plc;
Notes to the Company Financial Statements
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Notes to the Company Financial Statements continued
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 net of tax.
Intercompany
Intercompany balances are shown gross unless a right of set off exists. Intercompany
balances that are receivable and payable are recognised initially at fair value and subsequently
measured at amortised cost using the effective interest method, less loss allowance.
Financial instruments
The Company has chosen to adopt Sections 11 and 12 of FRS 102 in respect of financial
instruments.
Financial assets
Basic financial assets, including trade and other receivables, cash and bank balances are
initially recognised at transaction price, unless the arrangement constitutes a financing
transaction, where the transaction is measured at the present value of the future receipts
discounted at a market rate of interest.
Such assets are subsequently carried at amortised cost using the effective interest method. 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.
Other financial assets are initially measured at fair value, which is normally the transaction
price. Such assets are subsequently carried at fair value and the changes in fair value are
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) 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.
2. Company accounting policies continued
Disclosures about share-based payments under Section 26 Share-based Payment
paragraphs 26.18(b), 26.19 to 26.21 and 26.23; this exemption is permitted as the
Company is an ultimate parent, the share-based payment arrangements concern its
ownequity instruments, its separate financial statements are presented alongside the
consolidated financial statements of the Trustpilot Group plc. and equivalent disclosures
are included in those consolidated financial statements;
A reconciliation of the number of shares outstanding at the beginning and end of the year.
4.12(a)(iv);
Disclosure of related party transactions between wholly owned subsidiaries and parents
within a group under Section 33 Related Party Disclosures; and
Disclosure of key management personnel compensation in total under Section 33
paragraph 7.
Going concern
A principal objective of the Group (of which the Company is the holding company), is to
manage cash and debt to safeguard the Group’s ability to continue as a going concern for
theforeseeable future. The Group retains sufficient resources to remain in compliance with
thefinancial covenants of its bank facilities. The Directors have also assessed the Group’s
prospects and viability over a three-year period. The Directors therefore consider it
appropriate to adopt the going concern basis in preparing the financial statements.
Refertonote 1 of the consolidated financial statements.
Income statement
The Company has taken advantage of the exemption offered by Section 408 of the
Companies Act 2006 not to present its income statement. The profit for the year was £2,336,
thousand (FY21: period covering 8 February 2021 to 31 December 2021, loss of £7,489
thousand).
Principal accounting policies
Investment in subsidiaries
The investment in subsidiaries is held at cost (being the nominal value of the shares issued, plus
the value of the liability component) less accumulated impairment losses. Where share awards
and associated social security costs relating to employee services in subsidiary companies are
settled by the Company through issues of share or cash payments, the associated charge
incurred is deemed to be a capital contribution and included in cost ofinvestment.
Dividends from subsidiaries
Dividends on investments in subsidiaries are recognised in the income statement of the
Company in the financial year in which the dividend is declared.
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During the year 2 directors (FY21: 2 directors) had qualifying services shares receivable under
long term incentive scheme.
Contributions to the defined contribution pension scheme during the year were £19 thousand
(2021: £20 thousand).
There are no employees paid by the company. The highest paid director of the Group is
disclosed within the remuneration report on pages 131 to 143.
4. Auditors’ remuneration
Fees paid to the auditors during the year for the audit of the Group and Company financial
statements were £567 thousand (FY21: £553 thousand). Fees paid by the Company to the
auditors for other audit-related assurance services was £131 thousand (FY21: £130
thousand). Further detail regarding the auditors’ remuneration for controlled undertakings is
available in note 7 of the consolidated financial statements.
5. Investments
FY22
£ ‘000
FY21
£ ‘000
At 1 January 9,221
Acquisitions at 26 March 2021 3,675
Additions during the year 3,788 5,546
At 31 December 13,009 9,221
On 26 March 2021, all 4,749,522 outstanding common and preference shares in Trustpilot A/S
were exchanged in the proportion 1 to 78 for 370,462,715 ordinary shares in the Company
(the incorporating shareholder of the Company already held 1 ordinary share prior to the
exchange). Consequently, Trustpilot Group plc holds 100% of the shares in TrustpilotA/S.
Further details of the transaction can be found in note 20 of the Group’s consolidated financial
statements.
As the Company is reporting under FRS 102, under Section 615 of the Companies Act 2006,
the Company opted to record its investment in the shares acquired at an amount equal to the
aggregate share capital and share premium.
During the year capital contributions of £3,788 thousand (FY21: £5,546 thousand) were made
to its subsidiaries in relation to share-based payments.
A list of the Company’s investments in subsidiary undertakings can be found in note 28 of the
consolidated financial statements.
2. Company accounting policies continued
Financial liabilities
Basic financial liabilities, including trade and other payables, accruals, 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.
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.
Financial liabilities are derecognised when the liability is extinguished, that is when the
contractual obligation is discharged, cancelled or expires.
Significant accounting estimates and judgements
During the reporting period there were no significant accounting judgements or estimates.
The Company is not materially impacted by interest rate benchmark reform.
3. Staff costs
The Company has no employees (FY21: nil). Full details of the Directors’ remuneration and
interests are set out in the Directors’ remuneration report on pages 131 to 143.
Directors’ remuneration
The Directors’ remuneration for the year was as follows:
FY22
£ ‘000
FY21
£ ‘000
Aggregate remuneration 1,750 1,636
Aggregate amounts receivables under long-term incentive schemes 1,383 1,583
Aggregate remuneration does not include contributions to pensions or amounts receivable
under long-term incentive schemes.
During the year 2 (2021: 2) Directors exercised warrants, no (2021: no) Directors exercised
RSUs and no (2021: no) Directors exercised LTIPs.
Notes to the Company Financial Statements continued
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8. Called-up share capital
31 December 2022 31 December 2021
Number of
Shares
Amount
(£ ‘000)
Number of
Shares
Amount
(£ ‘000)
The share capital comprises:
Ordinary shares 416,241,641 4,162 413,747,3 56 4,137
Share capital (authorised and
fullypaid) 416,241,641 4,162 413 ,747, 356 4,137
All shares have nominal value of £0.01. During the year 2,494,285 ordinary shares
wereallotted (FY21: 413,747,356) at a nominal value of £0.01 which was duly received
bytheCompany.
Share premium
Share premium represents the amount over the par value which was received by the
Company upon the sale of the ordinary shares. Share premium is stated net of direct costs
relating to the issue of the shares.
Accumulated losses
Accumulated losses represent cumulative profit or losses, net of other adjustments.
Other reserves
Other reserves contain equity settled share-based employee remuneration.
9. Related parties
Details on related parties can be found in note 26 of the consolidated financial statements.
6. Trade and other receivables
FY22
£ ‘000
FY21
£ ‘000
Trade and other receivables: amounts falling due after one year
Amounts owed by Group undertakings 6,510 5,866
6,510 5,866
FY22
£ ‘000
FY21
£ ‘000
Trade and other receivables: amounts falling due within one year
Other debtors 54 797
Prepayments and accrued income 149 77
203 874
Amounts due from Group undertakings are unsecured, have no fixed date of repayment and
are repayable on demand. The Company does not intend to realise the loans in its normal
operating cycle, does not hold the loans primarily for the purpose of trading and does not
expect to realise the loans within twelve months after the reporting period. Accordingly, the
Company classifies the loans as non-current assets (FY21: non-current assets). The loans
incur interest at 5% (FY21: 5%). The total value of trade and other receivables figures
amounts to £6,713 thousand (FY21: £6,740 thousand).
7. Creditors: amounts falling due within one year
FY22
£ ‘000
FY21
£ ‘000
Trade creditors 2
Amounts owed to Group undertakings 191
Taxation and social security 285 1,794
Accruals and deferred income 308 445
Creditors: amounts falling due within one year total 593 2,432
Amounts due to Group undertakings are unsecured, interest-free, have no fixed date of
repayment and are repayable on demand.
Notes to the Company Financial Statements continued
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Annual Report – important information
This Annual Report has been prepared by the Company for the purpose of providing certain
required information about the Group to members of the Company only and should not be
relied upon by any other person or for any other purpose. To the maximum extent permitted
by law, no responsibility or liability is accepted or assumed to any other person to whom this
Annual Report is shown or into whose hands it may come and any such responsibility or
liability is expressly disclaimed.
The information in this Annual Report does not constitute an offer to sell or an invitation to
buyshares in the Company or an invitation or inducement to engage in any other investment
activities. You are recommended to seek independent advice from an appropriately authorised
financial adviser before engaging in any investment activity. Any decision you make in reliance
on this information is solely your responsibility.
Where this Annual Report contains forward-looking statements (including ‘forward-looking
statements’ within the meaning of the United States Private Securities Litigation Reform Act of
1995), such statements are based on current expectations and assumptions, and speak only
as of the date they are made. Forward-looking statements should be treated with caution due
to the inherent risks, uncertainties and assumptions underlying them. The Group cautions
investors that a number of factors, including matters referred to in this Annual Report, could
cause actual results to differ materially from those expressed or implied in any forward-looking
statement. Such factors include, but are not limited to, those factors discussed in the section
of this Annual Report titled ‘Principal risks and uncertainties’ on pages 70 to 78.
Forward-looking statements can be identified by the use of relevant terminology including the
words: ‘may’, ‘will’, ‘seek’, ‘aim’, ‘anticipate’, ‘target’, ‘projected’, ‘expect’, ‘estimate’, ‘intend’,
‘plan’, ‘goal’, ‘believe’ or other words of similar meaning and include all matters that are not
historical facts. They appear in a number of places throughout this Annual Report and include
statements regarding the intentions, beliefs or current expectations of our officers, directors
and employees concerning, among other things, the Group’s results of operations, financial
condition, liquidity, prospects, growth, strategies and the business.
Neither the Group, nor any of its officers, directors or employees, provides any representation,
assurance or guarantee that the occurrence of the events expressed or implied in any
forward-looking statement in this Annual Report will actually occur. Undue reliance should not
be placed on these forward-looking statements. Other than in accordance with our legal and
regulatory obligations, the Group undertakes no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information, future events or otherwise.
Past performance cannot be relied upon as a guide to future performance. Nothing in this
Annual Report should be construed as a profit forecast.
Where this Annual Report contains statements referring to Trustpilot’s competitive position,
such statements are based on the Group’s belief and, in some cases, rely on a range of
sources, including investment analysts’ reports, independent market surveys, and the Group’s
own internal assessments of market share.
Where this Annual Report contains references to the Group’s websites or separate reports not
contained in this document, such references are included for convenience only. Information
on, or accessible through, such websites or reports does not form part of, and is not
incorporated into, this Annual Report. In addition, information on, or accessible through,
anythird party or external website does not form part of, and is not incorporated into, this
AnnualReport.
The Company is the parent company of the Group. The Company and each of its subsidiaries
are separate legal entities. In this Annual Report, unless otherwise stated or the context
requires otherwise, references to ‘the Company’ and ‘the Group’ have the meanings set out in
the Glossary overleaf — and references to ‘Trustpilot’ and terms such as ‘we’, ‘us’ and ‘our’
are used for convenience to refer to one or more of the members of the Group instead of
identifying a particular entity or entities.
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Glossary
Term Definition
Active consumer A consumer that has visited Trustpilot’s consumer site in a given month
Active domain A domain that has received an invited review or is the subject of a
TrustBox impression during a given month
ACV Annual contract value
Adjusted EBITDA EBITDA (earnings before interest, tax, depreciation and amortisation)
adjusted to exclude share- based compensation, including associated
cash settled social security costs, non-recurring transaction costs, such
as those related to IPO preparation, and restructuring costs, which relate
to one-time costs associated with a material organisational change such
as severance payments
Admission The admission of the Company’s entire issued ordinary share capital to
the premium listing segment of the Official List of the FCA and to trading
on the London Stock Exchange's main market for listed securities under
the ticker "TRST" on 26 March 2021
AGM The annual general meeting of the Company to be held on Tuesday, 23
May 2023 at 2.00 p.m. from 5th Floor, The Minster Building, 21 Mincing
Lane, London, EC3R 7AG
AI Artificial intelligence
APM Alternative performance measure
ARR Annual recurring revenue, representing the annual value of subscription
contracts measured on the final day of a reporting period
Board The board of Directors
Bookings The annual contract value of subscription contracts entered into by
Trustpilot with customers in a given period. Nearly all of Trustpilot’s
subscription contracts are 12 months in duration — and, in the event a
contract exceeds a 12 month term, the value is adjusted to the 12-month
equivalent for the purpose of calculating bookings
Business transparency page Part of a business’s profile page, the business transparency page provides
an overview of how businesses have used the Trustpilot platform during the
preceding 12 months — including the sources of reviews, whether or not
the business pays to access additional Trustpilot products and services,
and star distribution by review source
CAC Customer acquisition cost. Includes sales and marketing costs in a
given period
CAGR Compound annual growth rate
CEO Chief Executive Officer
Term Definition
CFO Chief Financial Officer
Claimed domain A domain whose business profile page on Trustpilot’s platform has been
claimed, enabling access to features like inviting customers to write
reviews, replying to reviews, and being notified whenever someone
writes a review
Code The UK Corporate Governance Code published by the FRC in July 2018
Company Trustpilot Group plc, a company incorporated in England and Wales with
registered number 13184807, whose registered office is at 5th Floor, The
Minster Building, 21 Mincing Lane, London EC3R 7AG, United Kingdom
Constant currency Constant currency calculations are performed by applying the monthly
average exchange rates from the last month in the most recent period
to prior periods at the transactional level, which provides a like-for-like
comparison excluding the effect of exchange rate fluctuations.
COO Chief Operating Officer
Covid-19 Coronavirus disease 2019 – an infectious disease caused by a new
strain of coronavirus identified in 2019
Current serviceable
addressable market /
Current SAM
The realisable market opportunity for the Group existing within its core
industries, products and geographies. Current SAM was estimated in
a Trustpilot-commissioned study in Q4 2020 to be approximately USD
6.3 billion in the UK, the United States and rest of Europe, assuming
maximum penetration rates of 48% and maximum conversion rates to
paying customers of 38%
Directors The directors of the Company
DKK or kr. Danish kroner
e-NPS Employer net promoter score methodology
ELT Executive Leadership Team
ERG Employee Resource Group
ESG Environmental, Social & Governance
Executive Directors Executive Directors of the Company, being Peter Holten Mühlmann and
Hanno Damm – see page 74
FCA The UK Financial Conduct Authority
FRC The Financial Reporting Council
FTSE Financial Times Stock Exchange Group
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Glossary continued
Term Definition
FY20, FY21, FY22 The years ended or ending 31 December 2020, 31 December 2021 and
31 December 2022, respectively
GBP or £ British pound sterling
GLG Global Leadership Group
Gross churn ACV lost in a renewal period as a result of customers that do not renew
Gross dollar retention rate ACV of all subscription renewals in a given period divided by the ACV
of subscriptions expiring in that period, based on USD amounts rather
than customer count, and excluding any expansion of contract value of
subscriptions with existing customers (such as up-selling and cross-selling).
Group The Company and its subsidiaries or, where referring or relating to
periods prior to the IPO Restructuring, Trustpilot A/S and its subsidiaries.
ICFR Internal Control over Financial Reporting
IFRS International Financial Reporting Standards
IPO The initial public offering of the Company’s ordinary shares
IPO Restructuring The reorganisation of the corporate structure of the Group, completed
immediately prior to Admission and involving: a horizontal merger of
Trustpilot A/S and Trustpilot Galaxy A/S (with Trustpilot A/S as the
continuing company); each shareholder in Trustpilot A/S exchanging their
shares for newly-issued ordinary shares in the Company, resulting in the
Company becoming the Parent Company; and (iii) the cancellation of
warrants in Trustpilot A/S and replacement with warrants in the Company.
IT Information Technology
KPI Key performance indicator
Lifetime Value Average new customer ACV multiplied by gross margin, divided by
Gross churn. Excludes any expansion of contract value of subscriptions
with existing customers (such as up-selling and cross-selling)
Listing Rules The listing rules of the FCA made under section 73A(2) of the Financial
Services and Markets Act 2000, as amended
LTIP The Company’s Long-Term Incentive Plan
LTM Last twelve months
Term Definition
LTM Net Dollar Retention Rate Annual contract value of all subscription renewals in the last twelve
months divided by the annual contract value of subscriptions expiring in
the last twelve months. LTM Net dollar retention includes the total value
of subscriptions with existing Subscribing Customers, and includes
any expansion of contract value with existing Subscribing Customers
through upsell, cross-sell, price expansion or winback. Twelve months
of data is used as nearly all subscriptions are twelve months in duration,
ensuring the appropriate alignment of renewal activities.
LTV/CAC Lifetime Value divided by CAC. Excludes any expansion of contract value of
subscriptions with existing customers (such as up-selling and cross-selling)
M&A Mergers & acquisitions
Net dollar retention rate ACV of all subscription renewals in a given period divided by the ACV
of subscriptions expiring in that period, based on USD amounts rather
than customer count, and includes any expansion of contract value of
subscriptions with existing customers (such as up-selling and cross-selling).
Net expansion Calculated as Net dollar retention rate minus Gross dollar retention rate
Parent Company The ultimate holding company of the Group, being the Company
Prospectus The prospectus relating to the Company’s IPO, issued on 23 March 2021
R&D Research & development
Revenue Recognised revenue. Software subscriptions are amortised over the term
of the contract
Review invitations A product feature that enables Trustpilot’s customers to invite their own
customers to write a review about them on Trustpilot’s platform.
Reviewed domains Domains reviewed on Trustpilot’s platform (inclusive of domains
subsequently removed from Trustpilot consumer site)
RoW Rest of World
RSP The Company’s Restricted Share Plan
SaaS Software-as-a-Service
SEM Search engine marketing
SEO Search engine optimisation
Subscribing Customers Number of customers with a paid subscription for services on Trustpilot’s
platform
Sunley House Capital Sunley House Capital Master Limited Partnership
TCFD Task Force on Climate-Related Financial Disclosures
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Annual report 2022
2.Strategic report 3.Governance
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1.Overview 4.Financial statements
Glossary continued
Term Definition
Total addressable market /
TAM
The total future long-term market opportunity that exists for the Group,
including expansion into adjacent industries, products and geographies.
Global TAM (excluding China) was estimated by a Trustpilot-
commissioned study in Q4 2020 to be approximately USD 50 billion
Total cumulative reviews All reviews submitted to Trustpilot’s platform since its inception
(including reviews subsequently removed or deleted)
TrustBox Embedded widgets that allow Trustpilot’s business users to display
customer feedback, including reviews and TrustScore, on their website
or within their marketing
TrustBox Impressions The number of customer webpage loads with an embedded TrustBox,
but the consumer does not necessarily see the TrustBox
Trusties Trustpilot employees
TrustScore Also known as Trustpilot’s star rating — an overall measurement of
reviewer satisfaction based on all consumer reviews a business receives
on Trustpilot. The TrustScore is represented numerically from 1 to 5
TSR Total shareholder return
USD or $ US dollars
Vitruvian Partners Trafalgar Acquisition S.à r.l.
VP Vice President
Warrant Program Warrants to subscribe for ordinary shares in the capital of the Company
Trustpilot
Annual report 2022
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1.Overview 4.Financial statements
Shareholder information
Registered office
Trustpilot Group plc Trustpilot A/S
5th Floor Pilestraede 58
The Minster Building 5th Floor
21 Mincing Lane 1112 Copenhagen K
London Denmark
EC3R 7AG
Registered number: 13184807
Website: investors.trustpilot.com
Shareholders as at 31 December 2022
Number of ordinary
shares held
Number of
shareholder accounts % of shareholders Number of shares
% of total issued
share capital
1 – 1,000 23 8.04 10,270 0.00
1,001 – 5,000 32 11.19 82,102 0.02
5,001 – 50,000 67 23.43 1,302,356 0.31
50,001 – 100,000 28 9.79 2,171,529 0.52
100,001 – 500,000 61 21.33 14,383,545 3.46
More than 500,000 75 26.22 398,291,839 95.69
Share price – during the year to 31 December 2022
Share price as at 31 December 2022 96.5p
Lowest share price during the year 54.4p
Highest share price during the year 322.0p
The share prices quoted above are closing prices from the Stock Exchange Daily Official List.
Financial calendar 2023
Annual General Meeting – 23 May 2023
Trading update – July 2023
Announcement of 2023 half-year results – September 2023
Directors
Tim Weller – Chair
Zillah Byng-Thorne – Chair Designate
Peter Holten Mühlmann – CEO and Founder
Hanno Damm – CFO
Angela Seymour-Jackson – Senior Independent Director
Mohammed Anjarwala – Non-Executive Director
Claire Davenport – Non-Executive Director
Joe Hurd – Non-Executive Director
Ben Johnson – Non-Executive Director
Rachel Kentleton – Non-Executive Director
Company Secretary
Carolyn Jameson
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1.Overview 4.Financial statements
Shareholder information continued
Independent auditor
PricewaterhouseCoopers LLP
Donington Court
Pegasus Business Park
Castle Donington
East Midlands
DE74 2UZ
Financial advisers
J.P. Morgan Securities plc
25 Bank Street
Canary Wharf
London
W14 5JP
Morgan Stanley & Co. International plc
25 Cabot Square
Canary Wharf
London
E14 4QA
Joh. Berenberg, Gossler & Co. KG
London Branch
60 Threadneedle Street
London
EC2R 8HP
Principal bankers
Silicon Valley Bank
Danske Bank
J.P. Morgan Chase Bank
Financial PR consultants
Tulchan Communications
2nd Floor
85 Fleet Street
London
EC4Y 1AE
Website
The Company’s website, investors.trustpilot.com, provides information for shareholders
including the 2022 half-year report, results announcements and share price information.
Registrar and shareholder enquiries
Enquiries in relation to shareholdings in Trustpilot Group plc should be addressed to
Trustpilot’s registrar, Equiniti. Contact details for Equiniti are provided below:
Online: www.shareview.co.uk
By telephone: 0371 384 2063 (for UK calls) or +44 (0)121 415 0235 (for calls from outside
the UK). Lines are open from 8.30 a.m. to 5.30 p.m. (UK time), Monday to Friday (excluding
public holidays in England and Wales).
By post: Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA
Equiniti’s website provides information about how you can manage your shareholdings and
answers to commonly asked shareholder questions.
Annual General Meeting
Trustpilot Group plc’s first Annual General Meeting (“AGM”) will be held on Tuesday, 23 May
2023 at 2.00 p.m. at 5th Floor, The Minster Building, 21 Mincing Lane, London, EC3R 7AG.
Further information on the AGM can be found in the notice of AGM which is available to
download from our website, uk.trustpilot.com. If there are any changes to the Company’s
AGM arrangements from those set out in the notice of AGM, an update will be provided on
our website, investors.trustpilot.com.
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1.Overview 4.Financial statements
Notes
Trustpilot
Annual report 2022
2.Strategic report 3.Governance
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1.Overview 4.Financial statements
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Trustpilot Group plc
5th Floor
The Minster Building
21 Mincing Lane
London
EC3R 7AG
Telephone: +44 20 4534 5222
investors.trustpilot.com
Incorporated and registered in England and Wales
with registered number 13184807
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