Foxtons Group plc  Annual Report and Accounts 2014
2014
Annual Report and Accounts
Foxtons Group plc Foxtons is the leading London estate agency focused on providing 
services to the residential sales and lettings property market.  
After consistent growth and increased profitability, Foxtons listed  
on the London Stock Exchange in September 2013.
Board of Directors 26
Chairman’s introduction 28
Corporate Governance statement 29
Nomination Committee report 32
Audit Committee report 33
Directors’ Remuneration report 37
Directors’ report 50
Directors’ responsibilities 53
STRATEGIC REPORT Financial highlights 1
Chairman’s statement 2
Chief Executive’s review 3
Foxtons overview 4
Market overview 6
Strategy 8
Business model 10
Our people 12
Value creation 14
Business review 16
Key performance indicators 18
Principal risks 20
Corporate social responsibility 22 
Contents
GOVERNANCE
Independent Auditor’s report 54
Consolidated statement of comprehensive income 58
Consolidated statement of financial position 59
Consolidated statement of changes in equity 60
Consolidated cash flow statement 61
Notes to the financial statements 62
Parent Company balance sheet 91
Notes to the Company financial statements 92
Financial calendar 94
FINANCIAL STATEMENTS
This Annual Report can be found on our 
website: www.foxtonsgroup.co.uk  1 Foxtons Annual Report and Accounts 2014
FINANCIAL HIGHLIGHTS 
Continued high margins  
and strong cash generation
0
10
20
30
40
50
2014 2013 2012 2011 2010
Proﬁt before tax (£m)
13.2
25.6
24.9
42. 1
38.9
£42.1m
+8.2%
0
10
20
30
40
50
2014 2013 2012 2011 2010
Adjusted EBITDA
1
 (£m)
31.8
37.7
38.3
49.6
46.2
£46.2m
-6.9%
0
30
60
90
120
150
2014 2013 2012 2011 2010
Revenue (£m)
103. 1
120.0
116.4
139.2
143.9
£143.9m
+3.4%
0
10
20
30
40
2014 2013 2012 2011 2010
Adjusted EBITDA margin (%)
30.9
32.4
31.9
35.7
32.1
32.1%
-360bps
0
2
4
6
8
10
12
14
2014 2013 2012 2011 2010
Basic earnings per share
2
 (pence)
3.0
7.7
8.0
12.2
11.9
11.9p
-2.5%
0
10
20
30
40
2014 2013 2012 2011 2010
Net free cash ﬂow
3
 (£m)
14.8
26.6
25. 1
35.5
27 .3
£27.3m
-22.9%
1  Adjusted EBITDA is defined as profit before tax, finance costs, finance income, exceptional items, profit on disposal of assets, costs of  
the debt repayment incentive scheme and share based payments (refer to note 5, page 72 for a reconciliation to profit before tax).
2 Statutory basic earnings per share (pence).
3   Net free cash flow is defined as net cash from operating activities less net cash used in investing activities exclusive of exceptional items.
(Refer to note 32, page 92 for a calculation of net free cash flow and page 85 for further analysis). Foxtons Annual Report and Accounts 2014 2
CHAIRMAN’S STATEMENT
The attractive fundamentals  
of the London property market 
are as strong as ever. Foxtons  
is maintaining its organic growth 
strategy to ensure the long  
term success of the company 
and continued impressive 
conversion of profits into 
returns to Shareholders. 
Overview
Revenue grew across all business streams despite  
a sharp downturn in the property sales market during 
the second half of the year. We do not anticipate  
any recovery in sales volumes prior to the General 
Election in May 2015, after which greater political  
and economic certainty may return. The balance of 
our business model was demonstrated again in the 
final quarter with lettings revenue growing 8% on 
quarter 4 of 2013. Margins remained in excess  
of 32% with Adjusted EBITDA of £46.2 million  
(2013: £49.6 million). The Company continued its 
growth across London by opening seven new branches 
bringing the total network to 51. Cash generation 
remains strong which allows the Company to propose 
a final and special dividend of 5.16p per share in total.
Board and governance
During the year Michael Brown stepped down as CEO; 
he remains on the Board as a Non-Executive Director 
ensuring that we retain his valuable experience within 
the company. Nic Budden was his natural successor 
having been the COO of Foxtons for nine years and 
having worked closely with Michael during that period. 
Nic was formally appointed to the Board on 1 July 2014. 
Stefano Quadrio Curzio stepped down from the  
Board on 1 October 2014 in line with the reduction  
in the shareholdings of the private equity funds advised 
by BC Partners. I would like to thank Stefano for his 
wise counsel to Foxtons over the years.
Dividend
The Group’s dividend policy is to pay between 35% 
and 40% of profit after tax as ordinary dividends with 
the potential for special dividends to return excess 
cash to Shareholders. During 2014 an interim dividend  
of 1.77p per share plus a special dividend of 2.77p per 
share was paid in September 2014. The Board is 
proposing a final dividend for 2014 of 3.17p per share 
plus a further special dividend of 1.99p per share; 
bringing the total for the full year to 9.70p per share. 
The proposed dividends will, subject to Shareholder’s 
approval at the AGM on 20 May 2015, be paid on  
29 May 2015, to Shareholders on the register at 1 May 
2015. Since IPO in September 2013 the Company will 
have returned £42.7 million of dividends to Shareholders 
inclusive of the above dividend proposal. 
Summary
The attractive fundamentals of the London property 
market are as strong as ever. Our strategy continues 
to be the delivery of profitable growth through 
targeted organic expansion. The Group has continued 
to perform well taking into consideration the recent 
downturn in the London property sales market in  
the second half of the year. The Group has a dynamic  
and dedicated team of people all determined to build 
further on our success. I would like to take this 
opportunity on behalf of the Board to thank everyone 
at Foxtons for their commitment and hard work.  
With their continued support we can look forward 
with confidence to the future.
Garry Watts
Chairman
Continuing successful expansion 3 Foxtons Annual Report and Accounts 2014
CHIEF EXECUTIVE’S REVIEW
Despite challenging conditions 
in property sales markets  
during the second half of 2014, 
our innovative business model, 
effective expansion strategy  
and strong position in lettings 
enabled us to grow revenues and 
maintain high EBITDA margins.
Review of the year
2014 was a year of contrasting halves. The first half 
was characterised by a very strong property sales 
market with transactions reaching their highest  
levels since 2008. In the second half we saw a sharp 
downturn in property sales volumes, particularly  
in Central London. 
Group revenue grew 3.4% versus prior year while 
Adjusted EBITDA fell by 6.9% to £46.2 million, 
reflecting the downturn in the property sales market 
during the second half of the year. Adjusted EBITDA 
margins remained strong at 32.1% (2013: 35.7%),  
a positive performance when set against the extremely 
favourable property sales market conditions in 2013  
as well as the absorption of the first full year of costs 
associated with operating as a public company.
Foxtons property sales revenues grew 3.6% with 
increases in average property sales revenues of 7.5% 
being partially offset by lower property sales volumes 
resulting from the market downturn in the second 
half. The average price of Foxtons property sales 
increased by 10.3% to £544k (2013: £493k).
Our lettings business, which accounts for 46.8% of 
Group revenue and delivers EBITDA margins of 32.4%, 
improved significantly during Q4 2014 with growth  
in volumes leading to a 7.7% increase in Q4 revenue 
compared to the same period last year. Full year 
lettings revenue was 1.5% up on prior year. 
Albeit from a low base, Alexander Hall, our mortgage 
broker continued to grow with revenue up 26.8% and 
Adjusted EBITDA of £736k (2013: £270k) up 172.6% 
compared to prior year.
The Group once again generated high levels of cash 
with an operating cash conversion ratio of 84.6%  
in 2014 (2013: 83.1%) and a net free cash flow of 
£27.3 million (2013: £35.5 million).
Expansion programme
We opened seven new Foxtons branches during  
the year and have a sufficient pipeline of new sites  
to complete our expansion plan for 2015. Like those 
before them, these most recent branches are performing 
in line with expectations and will support further 
profitable growth as they mature. The long-term 
outlook of the London market remains robust and we 
are committed to our organic growth strategy which 
delivers a high level of return on capital.
Awards 
As well as achieving solid financial results, Foxtons  
was delighted to win many prestigious awards for  
its service, training, website and marketing, both 
nationally and internationally, including Best London 
Real Estate Agency at the International Property 
Awards and Best Customer Service at The Estate 
Agency Awards in association with the Sunday Times. 
These awards demonstrate the unwavering commitment 
of our people to delivering exceptional service to 
clients, day in, day out.
Outlook
The Group remains highly profitable, cash generative 
and debt free. Whilst we expect property sales activity 
to remain subdued at levels comparable to those seen 
in late 2012 and early 2013 until greater political  
and economic certainty returns, the long-term 
fundamentals of the London market remain sound  
and attractive. We continue to be confident that our 
organic expansion strategy together with our strong 
lettings business will enable us to grow revenue and 
profit even in a flat sales market. 
Nic Budden
Chief Executive Officer
Delivering on our strategy
Note 1: Operating cash conversion is computed as adjusted operating cash flow/Adjusted EBITDA.  
Adjusted operating cash flow is defined as the summation of Adjusted EBITDA, change in working capital and net capital spend. Foxtons: The market leader
Foxtons Group is the leading London estate agency, offering residential property sales and 
lettings services through its network of 51 branches. The Group offers independent mortgage 
advice and other related services through Alexander Hall. Foxtons was founded in 1981 and  
the first branch opened in Notting Hill Gate in 1982. The Group focuses on the higher-volume, 
higher-value London property market. In 2014 Foxtons revenue was £144 million, generating 
£46.2 million of Adjusted EBITDA at a margin of 32.1%.
FOXTONS OVERVIEW
Business model
The Company is able to generate high margins through its business model, 
which combines:
• A single, strong brand;
• High levels of centralisation allowing low cost expansion of branches;
• An innovative application of technology; and
• A powerful culture of sales and service through outstanding training  
and staff development.
Page 10
Foxtons Annual Report and Accounts 2014 4 4
Page 8 Strategy
The Group has a clear strategy to grow profitability by:
• Targeting higher-volume, higher-value residential property markets  
in London;
• Maintaining a balance between sales and lettings;
• Providing a premium service which supports premium prices;
• Expanding organically to maximise return on capital; and
• Positioning itself for sales volume market growth.
Page 6 Market overview
Organic expansion is a key element of our strategy. We have a successful 
track record of opening new branches and our current plan is to open 
between five and 10 branches each year.
Page 14 Value creation
The Company is in a very strong financial position to execute its strategy 
by being both debt free and highly cash generative. This combination 
allows the Company to generate significant returns to our Shareholders. 5 Foxtons Annual Report and Accounts 2013 5 Foxtons Annual Report and Accounts 2014 London focus
The limited geographical area of London, combined with  
low levels of house building and tight planning restrictions  
on new building and redevelopment, leads to a natural 
imbalance in property supply and demand. Excess demand  
is primarily driven by high levels of economic activity, 
affluence, domestic and international mobility and population 
growth, particularly of young adults. London also attracts 
overseas purchasers who buy residential property either  
as homes or for investment purposes. 
Although average prices are significantly higher in London  
than the rest of the country, over 90% of sales volume in 
London is transacted at prices below £1 million and 66% of 
sales volume is transacted in the price band £200k to £600k.  
With an average price during 2014 of £544k, Foxtons market 
profile mirrors that of the total London market.
The recent change in stamp duty announced by the UK 
Government (December 2014) is likely to have a favourable 
impact on volumes as less tax will actually be paid on 
transactions below £937k which is where the vast majority  
of volumes fall.
Potential for growth
Foxtons current and future focus continues to be on the  
higher-volume, higher-value London market. As at 31 December 
2014, the Group operated 51 offices (49 located in London  
and two in Surrey). Foxtons currently operates in only a 
portion of London and so there is significant scope to expand 
and to grow revenue and profit even without any uplift in  
the overall market. 
The lettings market in London is particularly strong and  
acts as a useful counter to the more volatile sales market. 
Foxtons aims for an equal emphasis on both sales  
and lettings.
Going forward, Foxtons intends to open between five and  
ten new branches each year. Over time we have the 
opportunity to double our current branch network within  
the M25. Property sales transactions continue to be well short  
of pre-2008 levels, offering the potential for further growth.
Attractive market fundamentals
The UK property market in terms of value and volume is concentrated in the south-east  
of the country. High property density and resilient prices in London and the south-east create  
a disproportionately valuable market in this area. Based on Land Registry data in 2013,  
London accounted for nearly half of all residential property sales transactions by value  
in England and Wales while the south-east accounted for over 80%. London also supports  
a very strong lettings market. Foxtons current and medium-term focus is on the London  
area with a longer-term opportunity in the south-east. 
MARKET OVERVIEW
£0.0 – 0. 1m
£0. 1 – 0.2m
£0.2 – 0.4m
£0.4 – 0.6m
£0.6 – 0.8m
£0.8 – 1.0m
£1.0 – 1.2m
£1.2 – 1.4m
£1.4 – 1.6m
£1.6 – 1.8m
£1.8 – 2.0m
£2.0 – 5.0m
£5.0 +
London property sales market proﬁle
0
10
20
30
40
50
%
London Foxtons
Nearly 
50%
of all residential property 
sales transactions in 
England and Wales by 
value in 2013 occurred 
within London
Over 
80%
of all residential property 
sales transactions in 
England and Wales by 
value in 2013 occurred 
within the south-east
Foxtons Annual Report and Accounts 2014 6 7 Foxtons Annual Report and Accounts 2014 Strategy
Foxtons has an impressive track record of growing its business by delivering premium service 
levels. The Group’s strategic aim is to continue to leverage its brand, centralised resources, 
technology and sales and service culture, in order to grow revenue and profit as it expands  
its branch network through London’s higher-volume, higher-value property markets.
Foxtons Annual Report and Accounts 2014 8 9 Foxtons Annual Report and Accounts 2014
Foxtons has five strategic priorities:
Target higher-volume, higher-value residential property  
markets in London
Foxtons current focus is on the higher-volume, higher-value London market which 
represents a disproportionately valuable property market. Over time we have the 
potential to double the number of existing branches in London.
Related to KPIs: 
2 3 4 6
Related to principal risks:
1 2 3 7
Balanced business
The Group places equal importance on its sales and lettings businesses, aiming to 
achieve a relatively even balance between the financial contributions made by each 
over time. The Group’s lettings business benefits from a strong base of recurring 
revenues which has delivered year-on-year revenue growth and provides valuable 
protection against naturally more cyclical property sales markets.
Related to KPIs: 
1
Related to principal risks:
1 2 3
Premium service and prices
The Group delivers high-quality service levels, maximising value for clients by  
selling or letting their properties at the best price through the innovative application 
of technology, the utilisation of data and by working harder than competitors.  
Foxtons branches are open 8am to 8pm, 362 days a year, enabling them to work 
around our clients’ busy schedules. Over a third of viewings take place outside  
normal working hours.
Related to KPIs: 
5 7 8 Related to principal risks:
3 7
Organic expansion under a single strong brand
The Group has a track record of profitable, organic expansion. Complemented by  
the Group’s well-invested centralised business model, which enables rapid scaling  
at low incremental cost, new branches achieve a rapid payback and a high-return  
on capital employed. Growth is financed by internal funds.
Related to KPIs: 
6
Related to principal risks:
3 6 7
Related to executive remuneration. See annual bonus
Positioned for sales market growth
Residential property sales transaction volumes in London have been depressed since 
2008. Over the last four years, Foxtons has almost doubled the size of its branch 
network, gaining market share and positioning itself to benefit from any future growth  
in sales volumes. Furthermore, the operational leverage inherent in the Foxtons 
centralised business model means that the incremental contribution of any increase  
in sales revenues will be higher than current margins once the initial 0% marketing 
campaign is completed.
Related to KPIs: 6 Related to principal risks: 1 6 7
Read about our KPIs  
to understand our  
progress in achieving  
our strategic priorities 
Read about how we 
manage risks and  
their potential impact  
on our strategy
Page 18 Page 20
Page 46
1 Balanced business
2 Sales volumes
3 Lettings volumes
4 Mortgage volumes
5 Adjusted EBITDA margin
6 Number of branches at year end
7 Average revenue per branch
8 Average revenue per employee
1 Macroeconomic conditions
2 Government policy
3 Competitor challenge
4 Client monies
5 Potential for fraud
6 IT systems
7 People 10 Foxtons Annual Report and Accounts 2014
Business model
The Group is based around a business model with a proven  
significant and sustainable competitive advantage.  11 Foxtons Annual Report and Accounts 2014
A single brand with a strong identity
The Foxtons brand has been supported by significant levels of expenditure on 
brand and customer marketing communications programmes over the past  
30 years. Foxtons leading property website, www.foxtons.co.uk, and “0% 
commission” campaigns, which support each new branch opening, generate strong 
brand awareness and new business growth. Its distinctive branches and branded 
MINI fleet reinforce its high street presence and underpin its quality credentials.
Business centralisation
The Group’s substantial long-term investment in centralised work groups, 
business process engineering and technology has created a highly scalable 
business, delivering unparalleled levels of productivity and service. This centralised 
approach also delivers significant operational leverage, enabling the Group  
to expand its branch network at relatively low cost, whilst delivering high  
profit margins.
Innovative application of technology
Foxtons development over the last 30 years has been characterised by the 
innovative application of technology to estate agency. The Group is recognised 
as the technology leader in the sector, with sophisticated workflow systems, 
web applications and content-rich information databases underpinning 
virtually every aspect of its business model. These systems enable our internal 
departments to work cohesively together to deliver exceptional levels of 
service and productivity and have been a key driver in reducing average costs. 
Foxtons systems also provide vital performance tools for managers, enabling 
them to monitor employee performance in real-time.
Foxtons has also invested heavily in its website and web-based applications, 
which are internally developed and maintained, and which have received many 
industry awards for their innovative features. Foxtons website showcases clients’ 
properties using high-quality images and interactive floorplans and allows users 
to search for properties using pioneering search criteria. Clients have access to 
web-based applications, such as the landlord portal, giving them secure, direct 
access to key tenancy information and documents, and applications that enable 
documents to be signed and payments to be made online.
Culture and people
Foxtons people are highly motivated to deliver exceptional results for clients.  
A wide range of incentives ensures that outstanding personal and team  
results are rewarded and recognised across the Company. Foxtons recruits 
high-quality individuals and is a true meritocracy. We always promote sales 
people from within our current pool of employees, ensuring that our best 
people experience rapid career progression into leadership positions where 
they can have the greatest positive impact. Our training and development  
goal is to create the finest estate agents in the industry with a clear focus  
on professionalism, integrity and a strong work ethic.
Integrated mortgage broker
Foxtons integrated mortgage broker, Alexander Hall, benefits from low-cost 
sales leads from the estate agency business and has the potential to grow as 
Foxtons expands and as property sales transactions increase.  Unique culture
Working at Foxtons is energetic, sociable  
and rewarding. We reward hard work, 
providing the opportunity for talented  
and enthusiastic individuals to thrive in  
an incentive driven environment. 
We offer incentives where outstanding work 
is recognised in both team and individual 
capacities encouraging development as a 
team member as well as personally. We also 
hold annual Negotiator Awards ceremonies, 
where our employees are recognised for their 
exceptional performance or contribution.
Training
Much of the value we offer our clients is 
created through the specialist skills and  
deep knowledge of our people and therefore 
we are committed to ensuring our people 
receive the best training and career 
development opportunities with a view  
to building a long-term career. Our award 
winning training strategy consists of formal 
and informal training, mentor programmes 
and networking events giving everyone the 
support and first-class resources they need  
to drive their own learning. We’re strongly 
committed to the highest standard of 
business behaviour, compliance and ethics 
and this forms a major part of all our training. 
Career progression
We are a true meritocracy and everyone who 
demonstrates skill and hard work may aspire 
to reach the highest level and experience 
accelerated development. We only ever 
promote from within (specialist positions 
excepted) as we believe those trained by us 
are best suited to drive this company forward. 
Our commitment to opening five to 10 new 
offices every year means that we offer fast 
track career opportunities for those with  
the ability and drive to succeed. The average 
tenure of a senior operational Director at 
Foxtons is 13 years, however early 
responsibility and rapid promotion for  
high achievers is not unusual.
Diversity
We are proud of our diversity throughout  
the Company and our working practices.  
We hire people from a multitude of backgrounds 
and our training takes a comprehensive and 
personal approach allowing us to focus on 
matching the right people to the right roles. 
The diversity profile of our workforce reflects 
society and our client base.
We are committed to equal opportunities 
and an entirely non-discriminatory working 
environment. Our diversity policy aims to 
ensure that no job applicant or employee 
receives less favourable treatment because  
of gender, marital status, race, age, sexual 
preference, religion, belief or disability.  
All decisions are based on the merits of the 
individual concerned. The Group is dedicated 
to undertaking its business operations in a 
way which respects individual human rights, 
treats individuals with dignity and allows 
freedom of association. We value the 
contribution of each and every one of our 
employees and we have created an inspiring 
working environment where everyone  
is engaged and motivated and safe from 
discrimination so they can fulfil their  
own potential.
Our diversity is evident throughout the 
organisation where 49% (2013: 48%) of our 
total staff are female and 23% (2013: 25%) 
of our senior staff are female.
Appointments to the Board are made on 
merit, against objective criteria and with  
due regard for the benefits of diversity on  
the Board. Of the seven Board members  
at year end, one was female.
Full company diversity analysis Page 22
The key to our success
We are a service business and recognise that our people are  
key to our success. We are not just passionate about training  
people in how to sell and let properties, we are passionate  
about people development, both personally and professionally.
OUR PEOPLE
Foxtons Annual Report and Accounts 2014 12 13 Foxtons Annual Report and Accounts 2014 High profitability and cash generation
The combination of our strategy and business model, whilst operating within the attractive  
London property market, leads to high profit margins and high cash generation:
VALUE CREATION
Foxtons Annual Report and Accounts 2014 14
• The absolute level of profit is determined by the market  
and our branch expansion plan;
• Our strategy and business model generates industry  
leading margins in excess of 30%;
• Minimal working capital requirements and a relatively  
low level of capital spend, compared to net free cash,  
ensures a high operating cash conversion ratio of circa 85%;
• After payment of corporation tax and purchase of own  
shares for Long Term Incentive Plans, net free cash flow  
of £27.3 million remains which is 59.1% of Adjusted EBITDA;
• As the Company is debt free, net free cash is available  
to return to Shareholders;
• During 2014 the Company returned 103% of net free cash  
to Shareholders in the form of dividends. 15 Foxtons Annual Report and Accounts 2014
Working capital 
Minimal  
requirements
(£0.3m)
Purchase of own  
shares for LTIPs
(£1.5m)
Dividends paid
£28.1m
103% of  
Net free cash
Capital spend
(£6.8m)
Primarily  
expansion
Corporation tax
(£10.3m)
Cash reserves
(£0.8m)
Net free cash flow
£27 .3m
59.1% of adjusted 
EBITDA
Operating cash
£39. 1m
84.6%  
conversion rate
Adjusted EBITDA
£46.2m
Adjusted EBITDA  
margin 32.1% Foxtons Annual Report and Accounts 2014 16
BUSINESS REVIEW
Segments
The Foxtons Group comprises three business  
segments – Sales, Lettings and Mortgage Broking.  
The majority of operations are in the London area  
with two branches in the adjacent area of Surrey. 
Sales revenue was 48.5% (2013: 48.4%) of total 
revenue while lettings revenue was 46.8% (2013: 
47.7%), mortgage broking 4.4% (2013: 3.5%) and  
all other 0.3% (2013: 0.4%). This balance across  
the sales and lettings segments provides financial  
strength to the Company to withstand fluctuations  
in the property market. Both estate agency segments 
are highly profitable with Adjusted EBITDA margins  
in excess of 30%. Mortgage broking operating margins 
increased to 11.8% (2013: 5.5%) due to an overall 
improvement in the mortgage market, together with 
the increasing size of the Foxtons branch network 
which generates increasing mortgage leads. 
Comparison of half years
Historically, profitability has been weighted slightly 
towards the second half of the year. However, this 
traditional seasonal picture has been quite different 
over the last two years due to sharper movements  
in the London property sales market. In 2013 the sales 
market increased substantially in the second half  
of the year while lettings growth reduced slightly 
resulting in total Adjusted EBITDA increasing from 
£19.4 million in H1-2013 to £30.2 million in H2-2013. 
Conversely, in 2014 a strong sales market in H1-2014 
together with flat lettings generated total Adjusted 
EBITDA of £24.9 million followed by £21.3 million in 
H2-2014 as the sales market returned to similar levels 
seen in H1-2013 with lettings producing growth  
in the final quarter of 2014.
Organic expansion
The Group has continued its expansion programme, 
opening seven new branches during the year, 
increasing the network to 51 branches. Foxtons has  
an experienced in-house project team that works with 
a small number of external professionals to manage 
the opening of new branches. Organic expansion  
is a low-risk growth route with many opportunities 
available within London over the foreseeable future. 
Each cohort of new branches opened between  
2010 and 2012 achieved positive cash flow within  
six to seven months of opening and broke even in  
cash terms within 19 months. Average returns on 
capital employed for the second full year of operation 
were circa 150%. All new branches are performing  
in line with expectations.
Revenue
• Revenue growth:
£m 2014 2013 % variance
Sales 69.8 67.4 3.6%
Lettings 67.4 66.4 1.5%
Mortgage broking 6.3 4.9 26.8%
Other income 0.4 0.5 –
Total revenue 143.9 139.2 3.4%
• Sales: During the year, sales commission increased 
by 3.6%, which was price driven with a 7.5% 
increase in average revenue per deal offset by a 
volume reduction of 3.7%. The average revenue 
increase of 7.5% was below the published inflation 
figures for London property prices reflecting the 
reduced volumes in the higher priced central London 
area together with new branches at lower average 
sales prices. 
• Lettings: Lettings revenue increased by 1.5% versus 
prior year. This growth was achieved in the final 
quarter of 2014 as the first nine months had been 
flat on prior year due to the strength of the sales 
market. Revenue from new deals was broadly flat 
with the majority of growth being renewals income 
offset partially by reduced income from net tenants 
deposit interest due to reduced market interest 
rates. Overall, lettings units were up 1.7% while 
average revenue per deal fell by 0.2%. 
• Mortgage broking: An improvement in the mortgage 
market led to mortgage revenue increasing by 
26.8% which was volume driven.
Administration expenses
Administration expenses were £101.9 million  
(2013: £93.1 million) an increase of 9.5% reflecting 
the increased size of the branch network plus the 
additional costs of operating as a listed company  
for the full year.
Adjusted EBITDA margins
2014 2013 2012
Sales 33.3% 39.1% 30.2%
Lettings 32.4% 34.6% 34.8%
Mortgage broking 11.8% 5.5% 6.0%
Total Adjusted 
EBITDA margin 32.1% 35.7% 31.9%
Continued high margins  
and strong cash generation
The Group has grown revenue across all operating segments and maintained high margins despite  
the challenges posed by the sales market in the second half of the year. The Group’s operating cash 
conversion rate of 85% allowed the Company to make significant returns to Shareholders. 17 Foxtons Annual Report and Accounts 2014
The reduction in the sales market in the second half  
of 2014 during a period of growth in branches and 
headcount reduced the sales margin from the high 
level seen in 2013. However, the 2014 sales margin  
of 33.3% was still above that produced in 2012 of 
30.2%. The lettings margin of 32.4% was marginally 
below the prior year of 34.6% due to the subdued 
activity levels seen during the first three quarters  
of the year. The margin for mortgage broking 
increased substantially to 11.8% (2013: 5.5%)  
due to the strength of the mortgage market and 
increased leads from Foxtons as a consequence  
of branch expansion.
Operating profit after exceptional items
Operating profit after exceptional items of £42.0 million 
(2013: £43.0 million) fell by 2.2% due to a reduction  
in underlying profitability of 8.9% offset by the absence 
of exceptional items in 2014 in contrast to 2013  
which incurred £3.2 million of one-off IPO costs.
Profit before tax (PBT)
PBT of £42.1 million (2013: £38.9 million) increased 
by 8.2% due to the repayment of debt in September 
2013 and consequently zero finance costs in 2014.
Taxation
The tax charge for the year increased to £8.7 million 
(2013: £6.8 million). The effective rate of tax for  
2014 was 20.7% (2013: 17.5%) which is broadly in 
line with the statutory rate of tax for the current year.  
The effective rate for 2013 was substantially below 
the statutory rate of 23.25% for 2013 as the net tax 
charge for that year included a deferred tax credit  
of £2.97 million due to the adjustment for reduced 
corporation tax rates on the brand intangible asset.
Basic earnings per share (EPS)
Basic EPS of 11.9p (2013: 12.2p) fell by 2.5% versus 
prior year reflecting: 
• Increased profitability of the company with  
the reduction in underlying profitability being 
outweighed by the elimination of exceptional 
charges and finance costs; offset by:
• Increased weighted average number of shares in 
issue due to the primary share issue in September 
2013 as part of the IPO.
Adjusted Basic EPS (after eliminating exceptional items 
and share based payments) of 11.9p (2013: 13.3p)  
fell by 10.5% versus prior year. However, the 2013  
EPS figure benefited from a £2.97 million deferred  
tax credit which primarily reflected the change  
in corporation tax rates on the deferred tax liability  
for intangibles. Adjusting for this factor would reduce 
2013 Adjusted EPS by 1.1p.
Cash resources and dividends
Year-end cash reduced marginally to £22.5 million 
(2013: £23.4 million) with operating cash conversion 
increasing to 84.6% (2013: 83.1%). This healthy  
closing cash balance will allow a total dividend  
of £14.5 million to be paid, subject to Shareholder 
approval at the AGM on 20 May 2015. The proposed 
dividend payment will comprise a final dividend of 
3.17p per share and a special dividend of 1.99p per 
share. During the year actual dividends paid totalled 
£28.1 million being the 2013 final and special dividend  
of £15.3 million and the 2014 interim and special 
dividend of £12.8 million.
Due to the continued high cash generation of the 
Company, no overdraft facilities are in place.
Risk management
The Group has identified its principal risks and 
uncertainties which are detailed on pages 20 to 21. 
The Board and senior management regularly review 
these in the light of any changed circumstances.
Treasury policies and objectives
The Group’s treasury policy is designed to reduce 
financial risk. The Group became debt free in 
September 2013 lowering financial risk within the 
business. In addition, as the Group is totally UK-based 
there is no foreign currency risk. As a consequence  
of the above the Group has not had to enter into  
any financial instruments to protect against risk. 
Surplus cash balances are held with UK-based,  
at least A rated, banks.
Pensions
The Group does not have any defined benefit  
schemes in place but is subject to the provisions  
of auto-enrolment which requires the Company to  
make certain defined contribution payments for  
its employees.
Gerard Nieslony
Chief Financial Officer Foxtons Annual Report and Accounts 2014 18
KEY PERFORMANCE INDICATORS
Balanced business 
(% of total revenue)
Sales volumes
The Group uses a number of KPIs to measure its performance and review the impact of management 
strategies. The Group continues to review the mix of KPIs to ensure that these best measure our 
performance against our strategic objectives.
Measuring our progress
0
1,000
2,000
3,000
4,000
5,000
6,000
2014 2013 2012 2011 2010
3,645
4,406
4,512
5,525
5,323
0
20
40
60
80
100
2014 2013 2012 2011 2010
44.6 51.3 3.8
45.3 51.4 3.2
44.3 52.6 2.9
48.4 47.7 3.5
48.5 46.8 4.4
Sales Lettings Mortgage broking Other
1 2
Lettings volumes Mortgage volumes
0
3,000
6,000
9,000
12,000
15,000
18,000
21,000
2014 2013 2012 2011 2010
17,514
18,904
19,242
20,538
20,895
0
500
1,000
1,500
2,000
2,500
3,000
2014 2013 2012 2011 2010
2,004
1,858
1,938
2,556
3,154
3 4
Read about how our KPIs are linked to our strategic priorities
Page 9 19 Foxtons Annual Report and Accounts 2014
Average revenue per branch 
(£’000)
Average revenue per employee (£)
0
1,000
2,000
3,000
4,000
2014 2013 2012 2011 2010
3,889
3,815
3,477
3,436
3,030
0
20,000
40,000
60,000
80,000
100,000
120,000
140,000
2014 2013 2012 2011 2010
105,715
108,395
112,353
113,328
121,529
7 8
Adjusted EBITDA margin (%) Number of branches at year end
0
10
20
30
40
2014 2013 2012 2011 2010
30.9
32.4
31.9
35.7
32.1
0
10
20
30
40
50
2014 2013 2012 2011 2010
29
32
37
44
51
5 6 Foxtons Annual Report and Accounts 2014 20
PRINCIPAL RISKS
External factors
Risk Impact on Group Probability
Potential 
impact
Assessment of 
change in risk 
year-on-year Mitigation of risk
1
Macroeconomic 
conditions
The Foxtons business  
is dependent on the 
residential property 
market in London which 
is in turn influenced by 
UK macroeconomic 
conditions including the 
availability of mortgage 
finance. Any deterioration 
in these conditions may 
adversely affect Foxtons.
Reflecting 
forthcoming 
General 
Election
The Board regularly reviews market conditions 
and forward indicators to assess whether any 
action is required to reduce costs or vary the pace 
of office openings.
Property sales prices and rents are relatively high 
in London and are typically considered to be more 
resilient than elsewhere in the UK, making the 
value of the London market less volatile overall.
The Board endeavours to maintain a generally 
even balance between its sales and lettings 
revenues and profits in order to provide protection 
against volatility within property sales markets.
2
Government 
policy
The risk of adverse 
changes in policy, law or 
regulations may decrease 
the number of residential 
property sales and/or 
lettings transactions and 
may increase the cost  
of Foxtons services.
Reflecting 
forthcoming 
General 
Election
The Group is supported by Compliance and Legal 
teams who monitor regulatory reform proposals 
and participate in industry forums.
Foxtons centralised service structure provides  
it with a flexible platform from which to respond 
to regulatory change.
3
Competitor 
challenge
Foxtons operates  
in a highly competitive 
marketplace. New or 
existing competitors 
could develop new 
services or methods  
of working which  
could give them a 
competitive advantage 
over Foxtons, including 
internet portals.
Foxtons continually collects information on 
competitor activity through its branch network 
and centralised Business Development teams. 
Foxtons flat management structure allows this 
competitor intelligence to be fed back to 
management accurately and quickly so that the 
Company can rapidly consider appropriate responses.
The Board believes that the emotional and 
complex nature of estate agency transactions 
means that it is unlikely that the internet will play 
a major role in the exchange or completion of sales 
or lettings transactions without the involvement  
of an estate agent. However, the challenge of the 
internet will be kept under review.
Risk management
The Company takes a proactive approach to recognising and mitigating risk with the aim of protecting  
its employees and customers and safeguarding the interests of the Company and its Shareholders in the 
constantly changing environment in which it operates. As set out in the Corporate Governance section  
on pages 26 to 53, the Group has policies and procedures in place to ensure that risks are properly 
identified, evaluated and managed at the appropriate level within the business. The identification of risks 
and the development of action plans to manage the risks are integral parts of the business process. 
The table below sets out the principal risks and uncertainties facing the business at the date of this 
Report. These do not comprise all of the risks that the Group may face and are not listed in any order  
of priority. Additional risks and uncertainties not presently known to management or deemed to be  
less material at the date of this Report may also have an adverse effect on the Group.
Read about how our Principal Risks are linked to our strategic priorities
Page 9 21 Foxtons Annual Report and Accounts 2014
Internal factors
Risk Impact on Group Probability
Potential 
impact
Assessment of 
change in risk 
year-on-year Mitigation of risk
4
Client  
monies
Foxtons holds large 
amounts of client 
monies, which may  
be at risk in the event  
of a banking failure.
The Group holds all client monies in correctly 
designated client accounts within FCA-approved 
UK banks (at least A rated).
5
Potential  
for fraud
Foxtons operations  
are susceptible to fraud 
and bribery, which could 
lead to financial loss and 
reputational damage.
Foxtons has implemented an anti-bribery policy 
and provides appropriate training to all employees. 
The policy is reviewed on a regular basis and risk 
assessments are carried out periodically.
The Company also has an independent whistle-
blowing hot line in place through which staff are 
able to report any suspected wrongdoing.
6
IT systems
Foxtons business 
operations are dependent 
on sophisticated IT 
systems which could fail, 
leading to interruption  
of service or corruption 
of data.
All key IT systems are closely monitored by 
internal and external specialist teams. Dedicated 
in-house IT development and maintenance teams 
exist to provide rapid response to IT service issues.
Business continuity and contingency plans are  
in place and key systems have resilience built in.
Group disaster recovery and business continuity 
procedures are implemented, regularly tested and 
reviewed. Upgrade plans on a physically separate 
location for critical systems are to be 
implemented during 2015.
7
People
There is a risk that 
Foxtons may not be  
able to recruit and  
retain sufficient people 
to satisfy its organic 
expansion plans.
Foxtons structured approach to recruitment using 
internal specialist teams enables us to increase 
the recruitment of high-quality people quickly, 
should it become necessary to do so. Foxtons 
continues to invest in training, development and 
succession planning so that future leaders can be 
identified and nurtured.
Our culture of only promoting from within 
generates significant staff loyalty within senior 
and mid-management employees.
The assessment of probability and impact is subjective and based on the following definitions:
Probability Potential impact
Low potential of the risk crystallising
Very limited or isolated impact to the firm and/or  
its broader customer base
Moderate potential of the risk crystallising
Moderate impact to the Group and/or our broader  
customer base
High potential of the risk crystallising
Potentially significant impact to the Group and/or  
our broader customer base
Assessment of change in risk year-on-year
Assessment of whether there has been a change in the level of risk due to either a change in probability or a change in potential impact.
 
Increasing 
 
No change 
 
Reducing Foxtons Annual Report and Accounts 2014 22
Integrity
The Group’s key strategy is to provide a superior quality of service 
and consequently integrity is core to the Group’s values. Integrity 
is actively promoted in dealings with employees, Shareholders, 
customers and suppliers. The Group recognises that reputation is  
a valuable and fragile asset gained over a substantial period of time. 
The Group promotes high ethical standards in carrying out its 
business activities and has clear guidelines for dealing with gifts, 
hospitality, corruption, fraud and the use of inside information. 
Communication
Emphasis is placed on effective communication regarding matters 
that may affect employees and the overall performance of the 
Group. Employee engagement is achieved through a variety of 
means, including regular briefings and team meetings. 
Health and safety
Foxtons takes the health and safety of its employees very 
seriously with regular meetings chaired by the CEO who reports 
back to the Board.
Human rights
This Report does not contain information about any policies  
of the Company in relation to human rights issues since it is not 
considered necessary for an understanding of the development, 
performance or position of the Group’s business activities.
Whistle-blowing
Details of the Company’s whistle-blowing procedures are included 
in the governance section on page 31. 
Company diversity
End of year figures Male Female Male % Female %
Directors of parent company 6 1 86% 14%
Senior Managers (note 1) 91 27 77% 23%
All other 578 615 48% 52%
Total 675 643 51% 49%
Note 1: Senior Managers are defined as direct reports of the CEO and COO plus Sales Managers and Lettings Managers.
CORPORATE SOCIAL RESPONSIBILITY
We recognise our duty to stakeholders to operate the business in an ethical and responsible manner.  
We are committed to developing our Corporate Social Responsibility agenda, recognising that it can  
play a major part in leading and influencing our people and operations.
Commitment to integrity 
Greenhouse Gas Emissions Reporting
Being a service company our greenhouse gas emissions are 
minimal. Full disclosure is given below. We have targeted to 
reduce our emissions per employee by focusing on efficiencies  
in the Company. In particular, we aim to increase the efficiency  
of our car fleet which is a major element of our CO
2
 emissions.
This is our second carbon footprint emissions report and has been 
prepared in full accordance with the Greenhouse Gas Protocol 
(GHG), the most widely used international carbon calculation 
methodology. Foxtons uses operational control to establish the 
organisational boundary of its carbon reporting which includes  
all the sites and vehicles owned and leased by Foxtons. 
The GHG statement opposite is based on Foxtons Group plc 
greenhouse gas emissions from 1 January 2014 to 31 December 
2014. It gives a summary of emissions from fuel consumption  
and the operation of our facilities (scope 1) and from purchased 
electricity (scope 2), both of which are mandatory.
Our total GHG footprint in line with mandatory reporting 
requirements is 5,750 tonnes CO
2
e.
Baseline year: Financial year: 2013
Emission factor data source: Defra (2014)
Assessment methodology: The Greenhouse Gas Protocol 
Intensity ratio: Emissions per full time employee (FTE) 23 Foxtons Annual Report and Accounts 2014
Total CO
2
 by emission type
51%
1%
48%
Electricity, heat & cooling
Combustion of fuel
Other (gas, diesel & LPG)
Working within our local communities
Foxtons reputation and role within the local communities  
we operate in is very important to us. Whether at Company  
or individual office level, we are actively involved in supporting 
local communities, schools and charities; as well as larger-scale 
projects such as sponsoring the annual Hounslow Borough 
Volunteering Awards, recognising the incredible work of volunteers 
in the area. We believe this type of engagement offers not only 
social benefits, but benefits to our people too within the areas 
they live and work.
The Strategic Report, from pages 1 to 23, has been reviewed  
and approved by the Board of Directors on 10 March 2015.
Nic Budden
Chief Executive Officer
10 March 2015
Foxtons Group PLC emission data for period: 2014 2013
Emissions from
Tonnes of 
CO
2
e
Tonnes of 
CO
2
e
Scope 1  
Combustion of fuel 2,807 2,564 
Other (Gas, diesel & LPG) 35 37 
Scope 2  
Purchased electricity 2,908 2,569 
Total footprint 5,750 5,170
 
Group Metrics  
FTE (average number during the year) 1,270  1,145 
Intensity ratios  
Tonnes of carbon dioxide per FTE 4.53 4.52 Foxtons Annual Report and Accounts 2014 24
Board of Directors 26
Chairman’s introduction 28
Corporate Governance statement 29
Nomination Committee report 32
Audit Committee report 33
Directors’ Remuneration report 37
Directors’ report 50
Directors’ responsibilities 53
Governance 25 Foxtons Annual Report and Accounts 2014 Foxtons Annual Report and Accounts 2014 26
BOARD OF DIRECTORS
Garry Watts
Non-Executive Chairman
Nic Budden
Chief Executive Officer
Gerard Nieslony
Chief Financial Officer
Annette Court 
Senior Independent  
Non-Executive Director
Andrew Adcock
Independent  
Non-Executive Director
Ian Barlow 
Independent  
Non-Executive Director
Michael Brown 
Non-Independent  
Non-Executive Director
Appointed to  
the Board
23 August 2013 1 July 2014 23 August 2013 23 August 2013 23 August 2013 23 August 2013 18 December 2009
Committee 
memberships
Remuneration, Nomination (Chair) None None Audit, Remuneration, 
Nomination
Audit, Remuneration (Chair), 
Nomination
Audit (Chair), Remuneration, 
Nomination
None 
Experience: Garry joined Medeva plc  
as Finance Director in 1996 and in  
2000, following a merger with Celltech 
Chiroscience, he was appointed as 
Director of Celltech Group plc and 
became CEO of its Celltech Medeva 
division. In 2001 Garry joined SSL 
International plc as Finance Director  
and was subsequently appointed as  
its CEO from 2004 to 2010. In addition  
to his executive roles, Garry was a 
Non-Executive member of the board,  
and Chairman of the audit and risk 
committee, of the UK’s Medicines and 
Healthcare Products Regulatory Agency 
from 1991 to 2008. Between 2004 and 
2008, he was Non-Executive Director 
and Chairman of the audit committee  
of Protherics plc. Garry is a chartered 
accountant and a former partner at 
KPMG. During 2007 and 2008 he was  
a member of the Institute of Chartered 
Accountants’ Corporate Governance 
Committee. Garry is a Fellow of the 
Institute of Chartered Accountants  
in England and Wales.
External appointments: Garry is the 
Executive Chairman of Spire Healthcare 
Group UK plc, Chairman of BTG plc, 
Deputy Chairman of Stagecoach Group 
plc, and a Non-Executive Director  
and member of the audit committee  
of Coca-Cola Enterprises Inc.
Experience: Nic joined 
Foxtons in 2005 as its Chief 
Operating Officer. Prior to 
joining Foxtons, Nic had an 
international career in business 
development, operations, 
marketing, strategy and 
finance, having held positions 
at BT Group plc from 1990  
to 1997, Cable & Wireless 
Group from 1997 to 2002 
and Severn Trent Group from 
2003 to 2005. Nic holds a 
degree in economics from  
the University of Essex. 
External appointments: 
None
Experience: Gerard Nieslony 
joined Foxtons in August 
1999 as Group Financial 
Controller and was appointed 
Chief Financial Officer  
in 2013. Prior to joining 
Foxtons, Gerard spent two 
years at Kvaerner Oilfield 
Products Limited as Financial 
Controller. Prior to Kvaerner 
Oilfield Products Limited, 
Gerard spent 10 years at 
Duracell Batteries, initially as 
an analyst and subsequently 
as Manufacturing Financial 
Manager and then Financial 
Controller of the Duracell 
European Technical Centre. 
Gerard is a qualified 
accountant and holds a 
degree in economics from 
the University of Warwick.
External appointments: 
None
Experience: Between 2007 
and 2010 Annette was the 
Chief Executive Officer of the 
European General Insurance 
division of the Zurich Financial 
Services group. Prior to this, 
from 2001 to 2006 she was 
Chief Executive Officer of  
the insurance division, and a 
member of the group executive 
management committee,  
of The Royal Bank of Scotland 
Group plc. Annette holds  
a degree in engineering from 
the University of Oxford.
External appointments: 
Annette is a Non-Executive 
Director of Admiral Group plc, 
Jardine Lloyd Thompson 
Group plc and a Director  
of Skydox Ltd. In addition,  
she is a business mentor  
for Merryk & Co. Ltd and  
sits on the advisory board  
of StreetGames, a charity  
that helps disadvantaged 
young people.
Experience: Andrew was, 
until July 2011, Managing 
Partner of Brompton Asset 
Management and, until 2009, 
Vice-Chairman of Citigroup 
Corporate Finance. He was 
previously a partner at  
Lazard LLC. Andrew has over 
30 years of experience in  
the City of London and holds  
an MA in law and history  
of art from the University  
of Cambridge.
External appointments: 
Andrew is Chairman of 
Majedie Investments plc  
and a Non-Executive Director 
of F&C Global Smaller 
Companies plc, JP Morgan 
European plc and Kleinwort 
Benson Bank Limited.  
He is also a Director of the 
Courtauld Institute of Art  
and Chairman of The Samuel 
Courtauld Trust.
Experience: Ian is a past 
chairman of WSP Group plc. 
He retired from KPMG LLP  
in 2008 as Senior Partner, 
London. Ian is a chartered 
accountant and a chartered 
tax adviser. He holds an MA  
in engineering science from 
the University of Cambridge.
External appointments: Ian 
is a Non-Executive Director  
of Smith & Nephew plc  
and The Brunner Investment 
Trust PLC and the lead 
Non-Executive Director  
of HM Revenue & Customs. 
He is also Chairman of  
The Racecourse Association 
Limited and a board member 
of the China-Britain  
Business Council. 
Experience: Michael Brown 
joined Foxtons in September 
2002 as Chief Operating 
Officer of Foxtons and  
Chief Executive Officer  
of Alexander Hall. He was 
appointed as Chief Executive 
Officer of the Group in 2007 
when BC European Capital 
acquired a majority interest 
in the Foxtons business.  
With effect from 1 July 2014 
Michael stepped down as 
Chief Executive Officer  
but remains on the Board  
as a non-independent 
Non-Executive Director.  
Prior to joining Foxtons, 
Michael spent six years at 
Enron Europe as General 
Counsel and latterly as  
Chief Operating Officer. 
Michael is a former Non-
Executive Director of Fitness 
First Limited and Teesside 
Gas Processing Plant Limited. 
Michael started his career  
as a solicitor at Slaughter  
and May and holds a degree 
in law from the University  
of Leeds.
External appointments: 
None 27 Foxtons Annual Report and Accounts 2014
Garry Watts
Non-Executive Chairman
Nic Budden
Chief Executive Officer
Gerard Nieslony
Chief Financial Officer
Annette Court 
Senior Independent  
Non-Executive Director
Andrew Adcock
Independent  
Non-Executive Director
Ian Barlow 
Independent  
Non-Executive Director
Michael Brown 
Non-Independent  
Non-Executive Director
Appointed to  
the Board
23 August 2013 1 July 2014 23 August 2013 23 August 2013 23 August 2013 23 August 2013 18 December 2009
Committee 
memberships
Remuneration, Nomination (Chair) None None Audit, Remuneration, 
Nomination
Audit, Remuneration (Chair), 
Nomination
Audit (Chair), Remuneration, 
Nomination
None 
Experience: Garry joined Medeva plc  
as Finance Director in 1996 and in  
2000, following a merger with Celltech 
Chiroscience, he was appointed as 
Director of Celltech Group plc and 
became CEO of its Celltech Medeva 
division. In 2001 Garry joined SSL 
International plc as Finance Director  
and was subsequently appointed as  
its CEO from 2004 to 2010. In addition  
to his executive roles, Garry was a 
Non-Executive member of the board,  
and Chairman of the audit and risk 
committee, of the UK’s Medicines and 
Healthcare Products Regulatory Agency 
from 1991 to 2008. Between 2004 and 
2008, he was Non-Executive Director 
and Chairman of the audit committee  
of Protherics plc. Garry is a chartered 
accountant and a former partner at 
KPMG. During 2007 and 2008 he was  
a member of the Institute of Chartered 
Accountants’ Corporate Governance 
Committee. Garry is a Fellow of the 
Institute of Chartered Accountants  
in England and Wales.
External appointments: Garry is the 
Executive Chairman of Spire Healthcare 
Group UK plc, Chairman of BTG plc, 
Deputy Chairman of Stagecoach Group 
plc, and a Non-Executive Director  
and member of the audit committee  
of Coca-Cola Enterprises Inc.
Experience: Nic joined 
Foxtons in 2005 as its Chief 
Operating Officer. Prior to 
joining Foxtons, Nic had an 
international career in business 
development, operations, 
marketing, strategy and 
finance, having held positions 
at BT Group plc from 1990  
to 1997, Cable & Wireless 
Group from 1997 to 2002 
and Severn Trent Group from 
2003 to 2005. Nic holds a 
degree in economics from  
the University of Essex. 
External appointments: 
None
Experience: Gerard Nieslony 
joined Foxtons in August 
1999 as Group Financial 
Controller and was appointed 
Chief Financial Officer  
in 2013. Prior to joining 
Foxtons, Gerard spent two 
years at Kvaerner Oilfield 
Products Limited as Financial 
Controller. Prior to Kvaerner 
Oilfield Products Limited, 
Gerard spent 10 years at 
Duracell Batteries, initially as 
an analyst and subsequently 
as Manufacturing Financial 
Manager and then Financial 
Controller of the Duracell 
European Technical Centre. 
Gerard is a qualified 
accountant and holds a 
degree in economics from 
the University of Warwick.
External appointments: 
None
Experience: Between 2007 
and 2010 Annette was the 
Chief Executive Officer of the 
European General Insurance 
division of the Zurich Financial 
Services group. Prior to this, 
from 2001 to 2006 she was 
Chief Executive Officer of  
the insurance division, and a 
member of the group executive 
management committee,  
of The Royal Bank of Scotland 
Group plc. Annette holds  
a degree in engineering from 
the University of Oxford.
External appointments: 
Annette is a Non-Executive 
Director of Admiral Group plc, 
Jardine Lloyd Thompson 
Group plc and a Director  
of Skydox Ltd. In addition,  
she is a business mentor  
for Merryk & Co. Ltd and  
sits on the advisory board  
of StreetGames, a charity  
that helps disadvantaged 
young people.
Experience: Andrew was, 
until July 2011, Managing 
Partner of Brompton Asset 
Management and, until 2009, 
Vice-Chairman of Citigroup 
Corporate Finance. He was 
previously a partner at  
Lazard LLC. Andrew has over 
30 years of experience in  
the City of London and holds  
an MA in law and history  
of art from the University  
of Cambridge.
External appointments: 
Andrew is Chairman of 
Majedie Investments plc  
and a Non-Executive Director 
of F&C Global Smaller 
Companies plc, JP Morgan 
European plc and Kleinwort 
Benson Bank Limited.  
He is also a Director of the 
Courtauld Institute of Art  
and Chairman of The Samuel 
Courtauld Trust.
Experience: Ian is a past 
chairman of WSP Group plc. 
He retired from KPMG LLP  
in 2008 as Senior Partner, 
London. Ian is a chartered 
accountant and a chartered 
tax adviser. He holds an MA  
in engineering science from 
the University of Cambridge.
External appointments: Ian 
is a Non-Executive Director  
of Smith & Nephew plc  
and The Brunner Investment 
Trust PLC and the lead 
Non-Executive Director  
of HM Revenue & Customs. 
He is also Chairman of  
The Racecourse Association 
Limited and a board member 
of the China-Britain  
Business Council. 
Experience: Michael Brown 
joined Foxtons in September 
2002 as Chief Operating 
Officer of Foxtons and  
Chief Executive Officer  
of Alexander Hall. He was 
appointed as Chief Executive 
Officer of the Group in 2007 
when BC European Capital 
acquired a majority interest 
in the Foxtons business.  
With effect from 1 July 2014 
Michael stepped down as 
Chief Executive Officer  
but remains on the Board  
as a non-independent 
Non-Executive Director.  
Prior to joining Foxtons, 
Michael spent six years at 
Enron Europe as General 
Counsel and latterly as  
Chief Operating Officer. 
Michael is a former Non-
Executive Director of Fitness 
First Limited and Teesside 
Gas Processing Plant Limited. 
Michael started his career  
as a solicitor at Slaughter  
and May and holds a degree 
in law from the University  
of Leeds.
External appointments: 
None Foxtons Annual Report and Accounts 2014 28
CHAIRMAN’S INTRODUCTION
Dear Shareholders, 
I am pleased to be introducing our 2014 Corporate  
Governance Report. 
At Foxtons the Board is committed to ensuring that the Group 
operates with high standards of corporate governance. We believe 
that it is important that the governance structure supports the 
achievement of the Company’s strategy and ensures the creation 
and preservation of Shareholder value, in addition to benefiting 
other stakeholders.
There is a clear division of responsibilities between the 
management of the Company, led by the CEO, which has 
responsibility for the running of the Company, and the Board, 
acting under my leadership, which provides oversight, support  
and constructive challenge to ensure accountability and 
achievement of performance by management. The composition  
of the Board is a key element in this and it is important to  
ensure there is a balance of skills and experience, sufficient 
knowledge of the Company and the market in which it operates, 
and a strong level of objectivity and independence. Since the  
last Annual Report, there have been a number of changes to the 
Board composition. At the end of June, Michael Brown stepped 
down as CEO but has remained on the Board as a Non-Executive 
Director as we believe the Board benefits from his extensive 
knowledge and experience of both the Company and industry.  
Nic Budden, previously the COO, was appointed by the Board  
as CEO in place of Michael on the recommendation of the 
Nomination Committee. A further change was the resignation  
of Stefano Quadrio Curzio with effect from 1 October 2014. 
During the brief period between July 2014 and October 2014  
the Company did not comply with UK Corporate Governance 
Code (the “Code”) provision B.1.2. that at least half of the  
Board, excluding the Chairman, should comprise independent  
Non-Executive Directors. However, following Stefano’s departure  
the Company is now fully compliant with this provision.  
All Non-Executive Directors bring valuable and extensive 
experience to the Company. 
The Board has regular items that it discusses during the course  
of a year, which include performance and progress of the 
Company, succession planning and future development, strategy, 
Shareholder relations and value creation, customer satisfaction 
and risk. During this year we continued to build on our procedures 
and processes that had been put in place at the time of the IPO, 
focusing on ensuring robust internal controls and risk management 
systems. The Audit Committee has played a pivotal role in this. 
We will continue to review our procedures and processes 
regularly, implement any developments in corporate governance 
best practice as necessary and seek to apply them appropriately. 
In 2014 we carried out our first Board Evaluation exercise to 
review the performance of the Board, its Committees and 
individual Directors. This was facilitated by Capita Asset Services, 
under my direction. Further details of the process undertaken  
are set out on page 31.
The remainder of this report explains in more detail how the 
Company has complied with the principles of the 2012 edition  
of the Code, the Listing Rules and the Disclosure and  
Transparency Rules. 
Garry Watts
Chairman, Foxtons Group plc
10 March 2015 29 Foxtons Annual Report and Accounts 2014
Board governance
Overview
This Report explains the key features of the Company’s 
governance structure and how it complies with the UK Corporate 
Governance Code (the “Code”), published by the Financial 
Reporting Council in September 2012. The Report, which 
highlights areas of focus during the year, also includes items 
required by the Disclosure and Transparency Rules. The Code  
is available on the Financial Reporting Council website at  
www.frc.org.uk. 
The disclosures in this Report relate to our responsibilities for 
preparing the Annual Report (including compliance with the Code 
as required), our report on the effectiveness of the Group’s risk 
management and internal control systems, and the functioning  
of our Board Committees. 
Compliance with the Code
Except as referred to below, the Company has complied with  
all the provisions set out in the Code through the year:
• The Company did not comply with part of Code Provision 
A.4.2., as the Non-Executive Directors, led by the Senior 
Independent Director (SID), did not hold a separate meeting 
without the Chairman present, to appraise the Chairman’s 
performance. Following the positive results received from  
the Board evaluation survey of the Chairman’s performance,  
the SID and the other Non-Executive Directors did not  
deem it necessary to hold a separate meeting to discuss  
this further in 2014. It is envisaged that a separate meeting  
of the Non-Executive Directors will be held to review the 
Chairman’s performance in 2015. 
• As explained in the Chairman’s Introduction there was a brief 
period between 1 July and 1 October 2014 when the Company 
did not comply with Code Provision B.1.2. which states that  
at least half the Board, excluding the Chairman, should 
comprise Non-Executive Directors determined by the Board  
to be independent. Following Michael Brown’s resignation as 
CEO at the end of June 2014, it was agreed that the Company  
would benefit from his knowledge and experience if he remained 
on the Board as a Non-Executive Director. At this time Stefano 
Quadrio Curzio also indicated his intention to resign as a 
Director with effect from 1 October 2014. Although there  
was a temporary period of non-compliance, the Board believes  
that there was no detrimental impact on its operation during 
this time and effective governance was maintained.
• The Company did not comply with the parts of Code provision 
E.1.1. relating to the Chairman’s discussions with major 
Shareholders and the SID attending meetings with a range  
of major Shareholders. The Board believes that there were 
appropriate mechanisms in place during the year for the Board 
to understand the views of Shareholders and to communicate 
with them on matters including governance, strategy and 
performance. Both the Chairman and the SID are available  
to meet with Shareholders if requested and would instigate  
such meetings if they became aware of issues or concerns 
through the procedures in place. The Board believes this  
is consistent with the main principle of the Code on dialogue 
with Shareholders. Further information on the Company’s 
engagement with Shareholders is provided on pages 31 and 32.
The Board
The Board comprises three independent Non-Executive Directors, 
the Non-Executive Chairman, one non-independent Non-Executive 
Director and two Executive Directors. A list of the Directors,  
with brief biographical details, is provided on pages 26 to 27.  
The Board is responsible for the effective oversight of the 
Company. It also agrees the strategic direction and governance 
structure that will help to achieve the long-term success of the 
Company and deliver Shareholder value. The Board takes the lead 
in areas such as strategy, financial policy and making sure we 
maintain a sound system of internal controls. A number of key 
decisions and matters are reserved for the Board’s approval  
and are not delegated to management. These include matters 
relating to the Group’s strategy, approval of acquisitions, capital 
expenditure, financial results and overseeing the Group’s systems 
of internal control, governance and risk management. 
Each year, the Board meets to set annual objectives for the 
business in line with the current Group strategy. The Board 
monitors the achievement of the Company’s objectives through 
monthly Board reports which include updates from the Group 
Chief Executive, Chief Financial Officer and other key personnel. 
The Board has a rolling agenda of items that are regularly 
considered by the Board and this agenda is continually updated  
to include any topical matters that arise.
Chairman and Chief Executive Officer
Within Foxtons there is a clear division between the respective 
responsibilities of the Non-Executive Chairman of the Board  
and the Chief Executive Officer. The Non-Executive Chairman  
is Garry Watts who is responsible for setting the Board agenda 
and leading the Board’s discussions and decision-making.  
The Chairman promotes a culture of openness and debate by 
facilitating the effective contribution of Non-Executive Directors 
in particular and ensuring constructive relations between 
Executive and Non-Executive Directors. The Chief Executive 
Officer is Nic Budden, who, through delegation from the Board,  
is responsible for leading the Group’s operating performance  
and day-to-day management. This separation of responsibilities 
between the Chairman and the Chief Executive Officer, coupled 
with the schedule of reserved matters described above ensures 
that no individual has unfettered powers of decision-making.
Senior Independent Director 
The SID is Annette Court, who is available to Shareholders if they 
have concerns that cannot be addressed through normal channels. 
The SID also acts as an internal sounding board for the Chairman 
and serves as intermediary for the other Directors with the 
Chairman when necessary. Neither the Chairman nor the SID  
are employed as Executives of the Group. 
Non-Executive Directors
The Company’s Non-Executive Directors provide a broad range  
of skills and experience to the Board which assists both in 
formulating the Company’s strategy and in providing constructive 
challenge to the Executive Directors. All of the Non-Executive 
Directors, except for Michael Brown, are regarded by the Company 
as independent Non-Executive Directors within the meaning 
defined in the Code and are free from any business or other 
relationship which could materially interfere with the exercise  
of their independent judgement. 
CORPORATE GOVERNANCE STATEMENT Foxtons Annual Report and Accounts 2014 30
Board Committees
The Board delegates specific responsibilities to Committees  
so that the Board can operate effectively and efficiently and give 
the right level of attention and consideration to relevant matters. 
The Board has established the following Committees: Audit, 
Nomination and Remuneration. A report from each Committee  
is set out on pages 32 to 49. The role and responsibilities of  
each Board Committee are set out in formal terms of reference 
which are determined by the Board. The Chair of each Committee 
reports to the Board after each Committee meeting on the 
matters discussed and minutes of each meeting are provided  
to the Board for information. The terms of reference of the 
Committees are available at www.foxtonsgroup.co.uk.
Board meetings
The effective working of the Board is crucial to the long-term 
success of the Company. 
The Board has six scheduled meetings a year with additional ad 
hoc meetings as required. The Board and its Committees have 
standing agenda items to cover their proposed business at their 
scheduled meetings which, in the Board’s case, includes a review 
of the latest financial position and current trading and an analysis 
of the work being undertaken by its Committees. The Chairman 
ensures that the very significant work of the Committees feeds 
into, and is influenced by the full Board. The Board regularly 
receives technical and investor relations updates. The Chairman 
holds meetings with the Non-Executive Directors without the 
Executive Directors present, and usually at least once a year  
the Senior Independent Director meets with the Non-Executive 
Directors without the Chairman present to discuss the 
performance of the Chairman.
Directors’ attendance at Board and Board Committee meetings held during 2014 is provided in the table below:
Board/Committee: Board Audit Committee Remuneration Committee Nomination Committee
Number of  
meetings held
Eligible  
to attend Attended
Eligible  
to attend Attended
Eligible  
to attend Attended
Eligible  
to attend Attended
Garry Watts 7 7 – – 3 3 2 2
Andrew Adcock 7 6* 4 4 3 3 2 2
Ian Barlow 7 7 4 4 3 3 2 2
Michael Brown 7 6* – – – – – –
Nic Budden 3 3 – – – – – –
Annette Court 7 7 4 4 3 3 2 2
Gerard Nieslony 7 7 – – – – – –
Stefano Quadrio Curzio 5 5 – – – – – –
* Andrew Adcock was unable to attend an ad hoc meeting called at short notice during October 2014 but was fully consulted on the business to be discussed  
and his views were taken into account at the meeting. Michael Brown missed one Board meeting due to compassionate leave.
Appointment and election of Directors
The Chairman considers all Directors are effective, committed  
to their roles and have sufficient time available to perform their 
duties. Accordingly, all members of the Board will be offering 
themselves for re-election at the Company’s Annual General 
Meeting to be held on 20 May 2015.
All of the Directors have service agreements or letters of 
appointment and the details of their terms are set out in the 
Remuneration Report. The service agreements and letters  
of appointment are available for inspection at the Company’s 
registered office during normal business hours. No other contract 
with the Company or any subsidiary undertaking of the Company  
in which any Director was materially interested subsisted  
during or at the end of the financial year.
Directors’ induction and professional development
The Company has in place an induction programme for new 
Directors to provide them with a full, formal and tailored 
introduction on joining the Board, which ensures that they  
attain sufficient knowledge of the Company to discharge their 
responsibilities effectively. The programme includes meeting  
with senior management and advisers and visits to the Group’s 
operational locations. The Board calendar is planned to ensure 
that Directors are briefed on a wide range of topics, including 
updates on Corporate Governance and regulatory matters. 
Directors are also given the opportunity to visit the Group’s 
branches and discuss aspects of the business with employees.  
As well as internal briefings, Directors also attend appropriate 
external seminars and briefings. 
All Directors have access to the advice and services of the 
Company Secretary who is responsible to the Board for ensuring 
the Board procedures are complied with and that Directors have 
access to independent and professional advice at the Company’s 
expense, where they judge this to be necessary to discharge  
their responsibilities as Directors.
Directors’ conflicts of interest
Directors have a statutory duty to avoid situations in which  
they have or may have interests that conflict with those of the 
Company, unless that conflict is first authorised by the Directors. 
This includes potential conflicts that may arise when a Director 
takes up a position with another company. The Company’s 
Articles of Association allow the Board to authorise such potential 
conflicts, and there is in place a procedure to deal with any  
actual or potential conflict of interest. Should a Director become 
aware that they, or their connected parties, have an interest  
in an existing or proposed transaction with the Company, they 
should notify the Board. The Board deals with each appointment  
on its individual merit and takes into consideration all the  
relevant circumstances. 
CORPORATE GOVERNANCE STATEMENT continued 31 Foxtons Annual Report and Accounts 2014
Board evaluation and effectiveness
The effectiveness and performance of the Board is vital to our 
continuing success. 
An internal evaluation of the performance of the Board, its 
Committees and the Chairman was carried out during the year. 
The process of evaluating the performance was undertaken 
by Capita Asset Services under the direction of the Chairman.  
A tailored, high-level questionnaire was distributed for the 
Directors to complete. This was structured to provide Directors 
with an opportunity to express their views about:
• The performance of the Board and its committees, including 
how the Directors work together as a whole;
• The balance of skills, experience, independence and knowledge 
of the Directors; and
• Individual performance and whether each Director continues  
to make an effective contribution.
The responses to the evaluation of the Board and its Committees 
were reviewed with the Chairman and then considered by the 
Board. The results of the evaluation indicated that the Board  
is working well and that there are no significant concerns among  
the Directors about its effectiveness. Some actions were agreed  
as a result of the exercise and these will be progressed over the 
coming year. These included:
• Providing Non-Executive Directors with the opportunity to  
have more direct contact with the senior management team 
through, for example, organised site visits in order to deepen 
their knowledge of the Group’s business and culture; and
• Having further industry presentations to the Board from 
external sources in order to enable Directors to gain a broader 
perspective on the market.
The results of the evaluation of the Chairman’s performance  
were considered by the SID and were discussed between them  
at a separate one to one meeting. The performance of individual 
Directors was evaluated by the Chairman, with input from the 
Committee Chairmen and other Directors.
Remuneration
Remuneration is covered in the Remuneration Report on  
pages 37 to 49 which includes a description of the work of the 
Remuneration Committee.
Accountability and audit
Financial reporting
The Group has in place a comprehensive financial review cycle, 
which includes a detailed annual financial planning process where 
budgets are prepared for approval by the Board. The Group  
uses a number of KPIs to measure both operational and financial 
activity within the business. Depending on the measure, these  
are reported and reviewed on a weekly or monthly basis.  
In addition, management receives a weekly and monthly pack  
of indicators which are the basis of regular operational meetings, 
where corrective action is taken if necessary. At a Group level,  
a well-developed comprehensive management accounts pack, 
including income statements, balance sheets, cash flow 
statements as well as key ratios, is reviewed monthly by 
management. A re-forecast of the current year numbers  
is carried out quarterly. Management monitors the publication  
of new reporting standards. 
Internal control and risk management
The Board has responsibility for establishing and maintaining  
the Group’s system of risk management and internal control  
to safeguard Shareholders’ investments and the Group’s assets 
and for reviewing the effectiveness of this system. Such a  
system is designed to manage rather than eliminate the risk  
of failure to achieve business objectives and can provide only 
reasonable and not absolute assurance against material 
misstatement or loss.
The key elements of the Group’s internal control and risk 
management are as follows:
• A system is in place for planning, reporting and reviewing 
performance as described above;
• The Group has established processes for the identification, 
review and mitigation of risks that are reviewed and monitored 
regularly by the Executive team. These have been reviewed  
by the Audit Committee including the Group’s compliance 
programmes which support these and reflect the Group’s 
commitment to conduct its business responsibly and in accordance 
with all relevant laws and regulations. The Board has reviewed 
the Company’s strategic risks arising from the processes 
described; and 
• The Group has in place comprehensive controls which cover 
financial, operational and compliance controls, and these are  
well established and documented. 
On the basis of the above and following the guidance in “Internal 
Control: Revised Guidance for Directors on the Combined Code” 
(Revised Turnbull guidance), the Board, advised by the Audit 
Committee, has concluded that the systems of internal control  
are effective.
The Directors confirm that these processes have been in place 
during the 2014 financial year and up to the date of approval  
of the Annual Report and Accounts. 
Whistle-blowing 
During 2014 an independent whistle-blowing hot line was 
implemented to encourage staff to report any concerns which 
they feel need to be brought to the attention of management 
concerning any possible impropriety, financial or otherwise.  
The new system was reviewed by the Audit Committee.  
The Group believes that it is important to have a culture of 
openness and accountability in order to prevent such situations 
occurring or to address them when they do occur.
Relations with Shareholders
Responsibility for Shareholder relations rests with the Chairman, 
Chief Executive and Head of Investor Relations. They ensure that 
there is effective communication with Shareholders on matters 
such as governance and strategy, and are responsible for ensuring 
that the Board understands the views of major Shareholders. Foxtons Annual Report and Accounts 2014 32
The Board aims to present a balanced and clear view of the  
Group in communications with Shareholders and believes that 
being transparent in describing how we see the market and the 
prospects for the business is extremely important. We communicate 
with Shareholders in a number of different ways. The formal 
reporting of our full and half year results is a combination of 
presentations, group calls and one-to-one meetings. The full and 
half-year reporting are followed by investor meetings in a variety 
of locations where we have institutional Shareholders. We also 
regularly meet with existing and prospective Shareholders to 
update them on our latest performance or to introduce them  
to the Company and periodically arrange a visit to the business  
to give analysts and major Shareholders a better understanding  
of how we manage our business. These visits and meetings are 
principally undertaken by the Chief Executive Officer, Chief 
Financial Officer and Head of Investor Relations with any relevant 
material being uploaded to the corporate website so being 
available to all Shareholders.
The Board receives regular updates on the views of its Shareholders 
through a monthly report based on information from the Head  
of Investor Relations and its brokers, which is an agenda item  
for all Board meetings. In addition, the SID is available to meet 
Shareholders if they wish to raise issues separately from the 
arrangements as described above. 
Fair, balanced and understandable
The Board recognises its duty to ensure that the Annual Report 
and Accounts, taken as a whole, are fair, balanced and understandable 
and provide the information necessary for Shareholders to assess 
the performance, strategy and business model of the Company. 
The Board has placed reliance on the following to form  
this opinion:
• A verification process dealing with the factual content of the 
reports and to ensure consistency across the various sections;
• A common understanding amongst senior management  
which ensures consistency and overall balance; and
• The Audit Committee reviewed the Annual Report and 
Accounts and its compliance with the new requirements, 
concluded that they had been met and recommended their 
approval by the Board as fair balanced and understandable.
Nomination Committee
Chairman: Garry Watts
Other members: Ian Barlow, Andrew Adcock, Annette Court
Biographies are detailed on pages 26 and 27.
Welcome to the Company’s Nomination Committee Report  
for 2014.
The members of the Committee comprise all the independent 
Non-Executive Directors, together with the Chairman. 
The Committee met twice during the year with attendance 
disclosed on page 30.
Role and responsibilities
The main responsibilities of the Committee are to keep under 
review the structure, size and composition (including the skills, 
knowledge, expertise and diversity) of the Board and the 
membership of its committees; to consider succession planning 
for the Board and other senior executives; and to assist with  
the selection process for the appointment of new Directors,  
both Executive and Non-Executive, including the Chairman. 
The Group’s policy and information on diversity is detailed within 
the Our People section and the Corporate Social Responsibility 
report on pages 12 and 22 respectively.
Main activities
At its first meeting in January 2014 the Committee considered  
the recommendation to be made to Shareholders for the election 
of Directors at the Annual General Meeting. Consideration was 
given to individual performance and time commitment and it was 
concluded that each Director had the necessary skills, experience 
and commitment to contribute effectively and add value to the 
Board. Accordingly, all Directors were recommended for election.
In June 2014 the Committee considered the appointment of  
a new Chief Executive Officer following the decision by Michael 
Brown to resign. The Company’s succession planning had 
identified Nic Budden as a potential successor to Michael and  
the Committee considered both the option of recruiting a new 
Chief Executive Officer externally and the appointment of Nic  
to the position. The Committee considered that Nic, who was 
then Chief Operating Officer, had been a key figure in Foxtons’ 
success and had the experience and attributes to assume the 
position of Chief Executive Officer and deliver the strategic vision 
for the Company. 
CORPORATE GOVERNANCE STATEMENT continued 33 Foxtons Annual Report and Accounts 2014
Audit Committee
Chairman: Ian Barlow
Other members: Annette Court, Andrew Adcock
Biographies are detailed on pages 26 and 27.
Welcome to the Company’s Audit Committee Report for 2014. 
There were no changes to the Committee members from the 
previous year. Each member is an independent Director and 
deemed to have recent and relevant financial experience with the 
Chairman, Ian Barlow, being a chartered accountant and chartered 
tax adviser. The Committee held four meetings during the year 
with attendance disclosed on page 30.
Role and responsibilities
The primary function of the Audit Committee is to assist the 
Board in fulfilling its responsibilities to protect the interests of the 
Shareholders with regard to the integrity of the financial reporting, 
audit, risk management and internal controls. This comprises:
Financial reporting
• Monitoring and reviewing the Group’s accounting policies, 
practices and significant accounting judgements; and
• Receiving the annual and half yearly financial statements and 
any public financial announcements and advising the Board  
on whether the Annual Report and Accounts are fair, balanced 
and understandable.
External audit
• Approving the appointment of, and recommending the 
reappointment of, the external Auditor and their terms of 
engagement and fees;
• Considering the scope of work to be undertaken by the external 
Auditor and reviewing the results of that work;
• Reviewing and monitoring the independence of the external 
Auditor and approving their provision of non-audit services; and
• Reviewing the effectiveness of the external Auditor.
Internal controls
• Ensuring compliance with the Code;
• Reviewing whether the Company should have an internal audit 
function; and
• Overseeing the Group’s procedures for preventing and  
detecting fraud.
Risk management
• Monitoring the effectiveness of the risk management systems 
and processes; and
• Assessing and advising the Board on the internal financial, 
operational and compliance controls.
Governance processes
The Audit Committee usually invites the full Board, plus the external 
Auditor, to attend each meeting. Other members of management 
attend as and when requested. The Committee held a private session 
with the external Auditor without members of management being 
present at the February 2014 and February 2015 meetings.
The Committee also reviewed the composition of the Board  
and the balance of independent to non-independent Directors  
as a result of the changes, and appropriate recommendations  
were made and implemented in order to ensure that the Company 
complied with the Code. 
Annual evaluation of the Nomination Committee’s performance
An evaluation of the performance of the Nomination Committee 
was undertaken during the year and it was concluded that the 
Committee had fulfilled its role effectively.
Garry Watts
Chairman of the Nomination Committee
10 March 2015 Foxtons Annual Report and Accounts 2014 34
CORPORATE GOVERNANCE STATEMENT continued
Main activities
During 2014 the Committee held four meetings, with the principal work being: 
February • Reviewing the Annual Report and Accounts for 2013 and recommending to the Board their adoption as fair, balanced 
and understandable. In fulfilling this task the Audit Committee reviewed the process undertaken to produce the 
Annual Report and Accounts, which included guidance given to contributors, internal verification processes and content 
approval procedures. The Committee also reviewed supporting papers to ensure the Annual Report and Accounts 
were factually correct;
• Reviewing the proposed final dividend and agreeing to recommend to the Board that it should be recommended  
to Shareholders;
• Receiving the external Auditor’s Report to the Audit Committee. Discussions were held with management 
concerning any control recommendations;
• Reviewing the going concern paper which analysed the profitability and cash generation of the Company  
and agreeing with the adoption of the going concern basis;
• Reviewing the effectiveness and recommending the reappointment of the external Auditor; 
• Agreeing the policy for approval of non-audit services provided by the external Auditor – details are on our website: 
www.foxtonsgroup.co.uk; and
• Considering the risk assessment, mitigation actions and assurance activities produced by management. Having 
considered the analysis the Committee agreed that it was appropriate for the Board to assert in the Annual Report 
and Accounts that the Company’s systems of internal control are effective.
July • Reviewing the interim results announcement and recommending it to the Board for approval. In addition the 
Committee reviewed the supporting interim results presentation;
• Reviewing the proposed interim dividend and agreeing to recommend to the Board its approval;
• Reviewing a going concern paper which analysed the profitability and cash generation of the Company and agreeing 
with the adoption of the going concern basis; and
• Receiving Deloitte’s interim review report to the Audit Committee in which there were no issues of concern identified.
September • Reviewing the plan for the production of the 2014 Annual Report and Accounts; 
• Receiving Deloitte’s audit planning paper for 2014 and reviewing materiality thresholds and areas of risk where  
the auditors would concentrate. A new area of focus was share based payments as this was the first year in which 
awards were being made;
• Reviewing the need for an internal audit function. Again it was concluded that this was not required because of the 
simplicity of the Group’s centralised business model combined with existing assurance activity in key control areas. 
This will continue to be reviewed annually; and
• Reviewing and agreeing the Deloitte audit fee proposal for 2014.  35 Foxtons Annual Report and Accounts 2014
November • Reviewing an assessment of the principal risks and uncertainties that could threaten the business together with the 
mitigating actions and the monitoring and assurance work that is undertaken. The review also included the structure 
and process of risk management within the Group;
• Receiving a report on the IT function and how its risks are managed with particular focus on IT security;
• Receiving a report on the mortgage broking function and how its risks are managed;
• Reviewing a paper on critical accounting judgements and key sources of estimation uncertainty. It was noted that  
a new critical accounting judgement for 2014 would be the valuation of share options being the first year of award. 
(Refer to page 71 of the notes to the financial statements);
• Reviewing the Group’s accounting policies and confirming that they are suitable and that management have  
made appropriate estimates and judgements. There has been no change in accounting policies (see note 3 in the 
financial statements);
• Reviewing and re-confirming the policy for approval of non-audit services provided by the external Auditor –  
details are on our website: www.foxtonsgroup.co.uk; and
• Reviewing a policy on the employment of former employees of the external auditor and agreeing its adoption.
In February 2015, the Committee had one further meeting which covered the following:
February • Reviewing the Annual Report and Accounts for 2014 and recommending to the Board their adoption as fair, balanced 
and understandable. In fulfilling this task the Audit Committee reviewed the process undertaken to produce the 
Annual Report and Accounts, which included guidance given to contributors, internal verification processes and content 
approval procedures. The Committee also reviewed supporting papers to ensure the Annual Report and Accounts  
are factually correct;
• Receiving the external Auditor’s Report to the Audit Committee. Discussions were held with management concerning 
any control recommendations;
• Reviewing the going concern paper which analysed the profitability and cash generation of the company and agreeing 
with the adoption of the going concern basis;
• Reviewing the new whistle-blowing policy (see pages 21 and 31);
• Reviewing the effectiveness and recommending the reappointment of the external Auditor which included the review 
of the Financial Reporting Councils AQR for Deloitte; and
• Considering the risk assessment, mitigation actions and assurance activities produced by management. Having considered 
the analysis the Committee agreed that it was appropriate for the Board to support the assertion in the Annual 
Report and Accounts that the Company’s systems of internal control are effective. Foxtons Annual Report and Accounts 2014 36
CORPORATE GOVERNANCE STATEMENT continued
Critical accounting judgements and key sources of estimation uncertainty
The Audit Committee reviewed the following judgements, estimates and assumptions made by the Directors in the production  
of the accounts.
Revenue recognition in 
respect of lettings 
commission
For lettings commission, as the business has substantially completed all of its obligations at the point  
of signing the contract, with the exception of the administration in respect of the cash collection service, 
the Group is able to recognise the majority of the lettings commission upfront. However, for those leases 
with break clauses, the Group is required to refund any commissions related to the associated period 
should these break clauses be activated. The Audit Committee reviewed management’s methodology  
and judgement in assessing the recognition of lettings commission which is based on historical average 
contract lengths, average break clause lengths and average commission rates. The Audit Committee 
concurred with their approach. (See notes 3 and 4 of the financial statements).
Impairment of goodwill 
and intangibles with  
an indefinite life.
The Group has goodwill and intangible assets with indefinite lives amounting to £19.2 million and  
£99 million respectively. The Audit Committee considered the impairment review methodology used  
by management including relevant forecasts and discount rates. The Audit Committee concurred with 
management’s view that no impairment was required and that a reasonable change in assumptions  
would not lead to an impairment. (See note 15 of the financial statements).
Client funds The rationale for not showing client funds in the consolidated statement of financial position was reviewed 
and the Committee concurred with managements’ view that as these funds belong to the clients that  
the asset and liability should not be recorded in the accounts. (See note 4 of the financial statements).
Share-based payments The methodology and conclusion presented by management in relation to the various share-based 
payment arrangements was reviewed. The Committee also reviewed an independent valuation report 
prepared by an external specialist. The assumptions made were considered and agreed as reasonable.  
(See note 31 of the financial statements).
External Auditor 
The external Auditor, Deloitte LLP, has audited the  
accounts of the Group since 2009 under the same partner,  
Richard Muschamp. Following completion of his term,  
Richard will step down after the conclusion of the 2014 audit 
process, when he will be replaced by Claire Faulkner. No tender 
has been conducted since Deloitte’s appointment. 
We will comply with the new provisions being introduced by  
the Competition and Markets Authority Order requiring an audit 
tender at least every 10 years and our approach to this will be 
considered during 2015. There are no contractual obligations  
on the Company which restrict the choice of Auditor. 
As noted, the Committee reviewed the effectiveness of the 
external Auditor. The Committee did this by:
• Reviewing their proposed plan for the 2014 audit;
• Discussing the results of their audit including their views  
on material accounting issues and key judgements and 
estimates and their audit report;
• Considering the robustness of the audit process;
• Reviewing the quality of people and service provided  
by Deloitte; and
• Confirming their independence and objectivity.
We concluded that we were satisfied with the performance  
and independence of Deloitte LLP as external auditors  
and recommended their reappointment.
Non-audit services
Total non-audit services provided by Deloitte LLP for the year 
ended 31 December 2014 were £0.2 million (2013: £1.1 million) 
(note 7 on page 73). Clearly 2013 was an unusual year due to the 
involvement of Deloitte in the IPO process (IPO fees: £0.9 million). 
The details of our policy are set out on our website  
www.foxtonsgroup.co.uk. In brief, there are certain services  
termed “excluded services” that are not permitted to be provided 
by the external Auditor. Excluded services refers to the situation 
where the Auditor could audit their own work or work to which 
they have contributed. All permitted non-audit services provided 
by the external Auditor are subject to prior approval by the Audit 
Committee. The Audit Committee approves in advance an annual 
budget for tax compliance services and delegates authority to  
the CFO. The Committee also delegates authority to the CFO  
for engagements, other than excluded services, that individually  
do not exceed £50,000 and cumulatively for the year will not 
exceed £100,000. Any engagement where the fee is contingent 
must always be approved in advance by the Audit Committee. 
Annual evaluation of the Audit Committee’s performance
An evaluation by the Board of the performance of the Audit 
Committee has been undertaken and concluded that it had 
effectively fulfilled its role. 
Ian Barlow
Chairman of the Audit Committee
10 March 2015 37 Foxtons Annual Report and Accounts 2014
Annual statement from the 
Remuneration Committee Chairman
On behalf of the Board, I am pleased to present our Directors’ 
Remuneration Report for the year ended 31 December 2014, 
which has been prepared in accordance with the relevant provisions 
of the Listing Rules, section 421 of the Companies Act 2006  
and Schedule 8 of the Large and Medium-sized Companies and 
Groups (Accounts and Reports) Regulations 2008 (as amended). 
The Report is set out in two parts:
• Policy Report – This sets out our Remuneration Policy for  
all Directors of the Group, which was approved by Shareholders 
at our 2014 AGM. For clarity, we have updated the Policy 
Report to reflect 2015 figures where relevant, for example  
in the Illustration of Remuneration Policy. As the Policy  
is unchanged, there will be no vote on this section at the  
2015 AGM.
• Annual Report on Remuneration – This sets out how  
our Directors were paid in 2014 and how we will apply our 
Policy in 2015. There will be an advisory Shareholder vote  
on this section of the Report at the 2015 AGM.
2014 was the first full year for Foxtons as a public company.  
On 1 July 2014, Nic Budden succeeded Michael Brown as CEO. 
The Company has continued with its organic growth strategy  
and opened a further seven branches, increasing the network  
to 51 branches in total. However, the sales market has shown  
a degree of volatility during the year, slowing from the levels  
seen in H2-2013 and H1-2014. This has presented challenges  
to the management team and will continue to do so in the run  
up to the 2015 General Election.
As described in last year’s report, in the second half of 2013,  
we undertook a full review of our remuneration policy and 
practices. We believe the resulting framework is aligned with  
our business operating model, helps attract, motivate and retain 
key executives, is simple and transparent and takes into account 
best practice guidelines. At the 2014 AGM, 92% of votes cast 
were in favour of the Policy Report and 100% in favour of the 
Annual Report on Remuneration.
As a Committee, we are mindful of the need to pay no more  
than is necessary to attract and retain high-quality talent.  
A significant portion of the remuneration package for our 
Executive Directors is linked to the medium and long-term 
performance of the Group and incorporates our key performance 
indicators including earnings performance, organic expansion  
and sustainable growth in Shareholder value. 
Nic Budden’s appointment as CEO was on terms consistent  
with the Shareholder-approved policy: a base salary of  
£450,000 p.a., cash in lieu of pension of 15% of salary, annual 
bonus opportunity of 125% of salary, and Long-Term Insentive 
Plan (LTIP) opportunity of 200% of salary in 2014 to help provide 
a motivational incentive from the outset of his taking on the  
CEO role and support alignment with Shareholders’ interests.  
It is intended that the CEO’s 2015 LTIP opportunity will be  
150% of salary.
Michael Brown received fixed remuneration as CEO to 30 June 2014, 
and no further remuneration in respect of his former executive 
role. Given his extensive knowledge and experience, the Board 
asked Michael Brown to remain on the Board as a Non-Executive 
Director and he took up the role from 1 July 2014.
Following a review by the Committee, Executive Directors’  
salaries were increased by 2.5% for 2015.
As regards the 2014 executive bonus, the financial targets were 
not met. However, the non-financial targets based on branch 
openings were met and consequently bonuses of 20% of the 
maximum were awarded to the executive Directors.
During the year, the Company introduced a Senior Management 
LTIP to accommodate grants of shares to employees, which  
are normally subject to performance conditions over a three  
year period. Executive Directors will not participate in this plan.  
The Company will be seeking Shareholder approval for the scheme 
at the 2015 AGM to provide the flexibility for future awards to  
be settled with new-issue shares. The Company will continue  
to operate within the dilution limits approved by Shareholders  
on IPO of no more than 5% in 10 years for discretionary schemes 
and 10% for all schemes.
In light of recent changes to the Code, the Committee intends  
to incorporate malus and clawback provisions during the next 
financial year for future incentive awards.
We continue to value all feedback from Shareholders and hope  
to receive your support at the forthcoming AGM.
Andrew Adcock
Chairman of the Remuneration Committee
10 March 2015
DIRECTORS’ REMUNERATION REPORT Foxtons Annual Report and Accounts 2014 38
Policy Report (unaudited)
This Remuneration Policy came into legal effect from 21 May 2014 after Shareholder approval at the 2014 AGM, although in practice 
the Policy has been applied since 1 January 2014.
Policy table for Executive Directors
Component Purpose and link to strategy Operation Maximum Performance framework
Base salary Core element of 
remuneration set at  
a level to attract and  
retain Executive Directors  
of the required calibre  
to successfully deliver 
Foxtons strategy.
•  Fixed cash amount  
paid monthly.
• A number of factors are 
taken into account when 
setting salary, including:
• Scope and 
responsibilities of role;
• Skills, experience  
and circumstances  
of individual;
• Appropriate market 
data; and
• Pay and conditions 
elsewhere in Foxtons.
• Salary levels are  
typically reviewed on  
an annual basis. 
• Although the Committee 
does not consider  
it appropriate to set a 
defined maximum limit 
on pay increases, the 
intention is that ordinarily 
the Executive Directors’ 
increases will be in line 
with those given to our 
employees whose pay  
is non-commission based.
• Increases may be made 
above this in certain 
circumstances, including:
• Progression within  
the role;
• Increase in scope and 
responsibility of the 
role; and
• Increase in experience 
where an individual has 
been recruited on a 
lower salary initially.
N/A
Benefits To provide Executive 
Directors with market 
competitive benefits 
consistent with the role.
• Various cash/non-cash 
benefits are provided  
to Executive Directors 
which may include  
a company car (or cash 
equivalent), life assurance, 
private medical insurance, 
health club membership 
and other benefits  
as appropriate.
• Executive Directors would 
also be able to participate 
in any all-employee  
share plans on the same 
basis as other eligible 
employees, should such 
plans be implemented  
by the Company.
• Although the Committee 
does not consider  
it appropriate to set  
a maximum benefits  
level, they are set at  
an appropriate level  
for the specific nature  
of the role.
N/A
DIRECTORS’ REMUNERATION REPORT continued 39 Foxtons Annual Report and Accounts 2014
Policy table for Executive Directors (continued)
Component Purpose and link to strategy Operation Maximum Performance framework
Retirement 
benefits
To provide funding  
for Executive Directors’ 
retirement at market 
competitive levels  
consistent with the role.
• Pension contributions  
are made to a personal 
pension scheme or cash 
allowances in lieu of 
contributions paid.
• 20% of base salary. N/A
Annual 
bonus
Variable pay opportunity  
set at a market competitive 
level designed to motivate 
and reward Executive 
Directors for the achievement 
of business objectives  
on an annual basis.
•  Payments are typically 
made in cash based  
on annual performance 
against targets  
set and assessed  
by the Committee.  
The Committee may 
determine that an 
element of the bonus  
is deferred into shares.
• All payments are  
at the discretion  
of the Committee  
who can therefore  
adjust them to ensure 
payouts are reflective  
of performance.
• Usual maximum of 125% 
of base salary.
• Absolute maximum  
of 150% of base salary 
provided for in plan rules.
• Performance measures  
are determined with 
reference to Foxtons  
key strategic business 
objectives for the year.
• No less than 50% of the 
bonus will be dependent 
on financial measures  
and the remainder will be 
based on non-financial 
measures that are aligned 
to the strategic priorities 
of the business.
• At threshold performance, 
25% of the maximum 
pays out. Below this level 
of performance, no bonus 
pays out.
LTIP Variable pay opportunity  
set at a market competitive 
level designed to motivate 
and reward Executive 
Directors for the achievement 
of business objectives  
over the longer term.
• Usually a contingent 
award of shares or grant 
of nil cost options is  
made annually.
• Vesting of the award  
is dependent on the 
achievement of 
performance targets, 
typically measured over  
a three-year period.
• In certain circumstances 
such as an individual 
engaging in misconduct  
or a material misstatement 
of results, the Committee 
has discretion to:
• Reduce or cancel 
unvested awards;
• Delay vesting;
• Impose additional 
conditions; and
• Amend performance 
conditions.
• Usual maximum of 150% 
of base salary.
• Absolute maximum of 
200% of base salary 
provided for in plan rules.
• At least 50% of the LTIP 
will be based on financial 
measures with the 
remainder based on share 
price related measures.
• For threshold levels of 
performance, 25% of the 
award will vest. Below this 
level of performance, the 
award will not vest. 100% 
of the award will vest for 
maximum performance. 
Vesting between these 
points will be on a 
straight-line basis. Foxtons Annual Report and Accounts 2014 40
Discretion
The Committee reserves the right to make any remuneration 
payments and payments for loss of office (including exercising  
any discretions available to it in connection with such payments) 
that are not in line with the Policy set out above where the  
terms of the payment were agreed:
(i)  before the Policy came into effect; or
(ii)  at a time when the relevant individual was not a Director  
of the Company and, in the opinion of the Committee,  
the payment was not in consideration for the individual 
becoming a Director of the Company. 
For these purposes “payments” includes the Committee  
satisfying awards of variable remuneration and an award over 
shares is “agreed” at the time the award is granted.
The Committee will operate the annual bonus and LTIP in 
accordance with the relevant plan rules. The Committee retains 
discretion as to the operation and administration of these  
plans as follows:
Annual bonus
• The Committee may settle an award in shares; and
• The Committee may amend the performance targets  
applying to an award in exceptional circumstances if the new 
performance targets are considered fair and reasonable and  
are neither materially more nor materially less challenging  
than the original performance targets.
LTIP
• The Committee may settle an award in cash;
• The Committee may amend the performance conditions 
applying to an award in exceptional circumstances if the new 
performance conditions are considered fair and reasonable  
and are neither materially more nor materially less challenging 
than the original performance conditions; and
• In the event of a variation of share capital, demerger, special 
dividend, distribution or any other corporate event which may 
affect the current or future value of an award, the Committee 
may adjust the number of shares or the option price. 
Any use of the above discretions would, where relevant,  
be explained in the Annual Report on Remuneration and may,  
as appropriate, be the subject of consultation with the  
Company’s major Shareholders.
Takeover or other corporate event
For LTIP awards, on a takeover or other corporate event,  
generally the performance period will end on the date of the 
event. The Committee will determine the extent to which 
performance conditions have been achieved at this point taking 
into account relevant factors given the shortened period.  
Such early vesting would generally be on a time pro-rata basis. 
Alternatively, in certain circumstances the Committee may allow 
awards to continue in line with the original terms of the LTIP.
The Committee has the discretion to take other action as 
appropriate if other events occur which may have an effect  
on awards.
In the event that all-employee plans are operated, they would  
be expected to vest on a takeover or other corporate event and 
those which have to meet requirements to benefit from tax 
benefits would vest in accordance with those requirements.
Minor changes
The Committee may make minor amendments to the Policy set 
out above (for regulatory, exchange control, tax or administrative 
purposes or to take account of a change in legislation) without 
obtaining Shareholder approval for that amendment.
Performance measures and target setting
The annual bonus is based on both financial and non-financial 
performance measures which are aligned with Foxtons annual 
strategic plan. 
The LTIP is based on a combination of financial and share price 
measures chosen to motivate and reward Directors for the 
successful achievement of long-term sustainable performance  
and to ensure maximum alignment with Shareholders. 
Targets for both incentive plans are set on an annual basis by  
the Committee and take into account a number of internal  
and external reference points including historic performance, 
internal expectations and broker forecasts.
DIRECTORS’ REMUNERATION REPORT continued 41 Foxtons Annual Report and Accounts 2014
Policy table for Chairman and Non-Executive Directors
Purpose and link to strategy Operation Other items
To enable Foxtons to attract  
and retain Non-Executive Directors  
of the required calibre by offering  
market competitive fees.
• The Chairman is paid an all-inclusive  
fee for all Board responsibilities.
• Non-Executive Directors receive  
a basic Board fee.
• Additional fees may be payable for 
additional Board responsibilities such  
as chairmanship or membership  
of a Committee.
• The Committee reviews the fees paid  
to the Chairman and the Board reviews 
the fees paid to Non-Executive Directors, 
periodically. The Committee or the  
Board (as the case may be) may increase 
the fees, and any such increases will take 
into account factors including:
• Scope and responsibility of the role; and
• Appropriate market data.
• No Director plays a role in determining 
their own remuneration.
• The fees set out in this table are the sole 
element of Chairman and Non-Executive 
Director remuneration.
The Committee does not consider it appropriate to set a maximum limit on increases in the fees of the Chairman and Non-Executive 
Directors. However, the fees have been and will be set within the aggregate limits set out in the Company’s Articles of Association  
as approved by Shareholders.
Illustrations of Remuneration Policy
The charts below illustrate the application of the Remuneration Policy set out in the Policy table for the Executive Directors:
0
£250,000
£500,000
£750,000
£1,000,000
£1,250,000
£1,500,000
£1,750,000
Maximum 
performance
Performance in line
with expectations
Fixed pay
£0
£250,000
£500,000
£750,000
£1,000,000
£1,250,000
£1,500,000
£1,750,000
Maximum
performance
Performance in line
with expectations
Fixed pay
Fixed remuneration Annual variable remuneration Long-term variable remuneration
CEO CFO
100%
£536k
54% 30%
32%
38%
£1,774k
29%
17%
£986k
30%
100%
£326k
54%
32%
38%
£1,082k
29%
17%
£601k Foxtons Annual Report and Accounts 2014 42
The assumptions used for these charts are as follows:
Levels of performance Assumptions
Fixed pay All scenarios • Total fixed pay comprises base salary, benefits and pension.
• Base salary – effective as at 1 January 2015.
• Benefits – as provided in the single figure table on page 45.
• 15% of base salary pension contributions.
Variable 
pay
Minimum 
performance
• No payout under the annual bonus.
• No vesting under the LTIP.
Performance in line 
with expectations
• 50% of the maximum potential payout under the annual bonus (i.e. 62.5% of salary).
• 25% vesting under the LTIP (i.e. 37.5% of salary).
Maximum 
performance
• 100% of the usual maximum potential payout under the annual bonus (i.e. 125% of salary).
• 100% vesting under the LTIP, assuming the usual maximum grant size (i.e. 150% of salary).
LTIP awards have been shown at face value with no share price growth, dividends or discount rate assumptions.
Approach to remuneration on recruitment
Overarching principle
In order to maintain Foxtons competitive advantage, it is 
important that we are able to recruit Directors of the calibre 
required to successfully deliver our strategic priorities.
Recruitment of Executive Directors
When determining the remuneration arrangements of a new 
appointment to the Board (including internal promotions),  
the Committee would seek to apply the following principles:
• Although we operate in a competitive market for talent,  
we are mindful to pay no more than is necessary to attract  
and retain high-quality talent;
• The remuneration package of a new Executive Director will  
be consistent with the Policy table set out above. However,  
at recruitment, the Committee would retain the discretion  
to flex the balance between annual and long-term incentives 
and the measures used to assess performance for these 
elements, with the intention that a significant portion would  
be delivered in shares;
• The maximum level of variable remuneration is 350% of salary 
(excluding buy outs), in line with the Policy as set out in the 
table above;
• It may be necessary to “buy out” remuneration arrangements 
forfeited on leaving a previous employer on appointment.  
Such payments or awards could include cash as well as 
performance and non-performance related share awards,  
and would be in such form as the Committee considers 
appropriate taking into account all relevant factors such as  
the form, expected value, anticipated vesting and timing  
of the forfeited remuneration. The Committee’s intention  
is that the value awarded would be equivalent to the  
value forfeited;
• An Executive Director may initially be hired on a contract 
requiring 24 months’ notice which then reduces pro-rata  
over the course of the first year of the contract, to requiring  
12 months’ notice;
• Appropriate relocation costs and support may be provided  
as appropriate; and
• Where an Executive Director is appointed from within the 
organisation, the normal policy of the Company is that any 
legacy arrangements would be honoured in line with the 
original terms and conditions. Similarly, if an Executive Director 
is appointed following Foxtons acquisition of or merger  
with another company, legacy terms and conditions would  
be honoured.
The Committee retains discretion to make appropriate remuneration 
decisions outside the standard Policy to meet the individual 
circumstances of recruitment when:
• An interim appointment is made to fill an Executive Director 
role on a short-term basis; and
• Exceptional circumstances require that the Chairman or  
a Non-Executive Director takes on an executive function  
on a short-term basis.
Recruitment of Chairman and Non-Executive Directors
On the appointment of a new Chairman or Non-Executive Director, 
the fee will normally be consistent with the Policy set out above. 
Where specific cash or share arrangements are delivered to the 
Chairman or Non-Executives, these will not include share options 
or any other performance related elements.
Service contracts
The current service contracts of the CEO and CFO can be 
terminated by not less than 12 months’ and 6 months’ notice 
respectively given in writing by either party to the contract. 
The appointment of the Chairman and each of the Non-Executive 
Directors is for an initial period of three years, which is renewable, 
and is terminable by the Chairman/Non-Executive Director  
(as applicable) or the Company on three months’ notice.  
No contractual payments would be due on termination. 
DIRECTORS’ REMUNERATION REPORT continued 43 Foxtons Annual Report and Accounts 2014
Policy on payment for loss of office
Where an Executive Director leaves employment, the Committee’s 
approach to determining any payment for loss of office will 
normally be based on the following principles:
• The Committee’s objective is to find an outcome which is in  
the best interests of both Foxtons and its Shareholders while 
taking into account the specific circumstances of cessation  
of employment;
• The Committee must satisfy any contractual obligations  
agreed with the Executive Director. This is dependent on the 
contractual obligations (i) not being in contradiction with  
the Policy set out in this Report, or (ii) if so, not having been 
entered into on a date later than 27 June 2012, in accordance 
with the relevant legislation; and
• Other than in circumstances where the Company is entitled  
to terminate employment summarily, if the employment  
of an Executive Director is terminated with immediate effect,  
a payment in lieu of notice may be made which would not 
exceed 12 months’ base salary for the current CEO and six 
months’ base salary for the current CFO. This payment may  
be subject to mitigation if alternative employment is taken up 
during this period.
The treatment of outstanding incentive awards will be governed by the relevant plan rules as set out in the table below:
Plan Automatic Good Leaver categories Treatment for Good Leavers
Treatment for all other reasons  
for leaving
Annual  
bonus
• Death.
• Ill-health, injury or disability.
• Employing company being 
transferred to an entity which  
is not a Group member.
• Transfer of undertaking.
• Any other reason, except  
summary dismissal, as the 
Committee determines.
• The participant will normally retain 
their entitlement to the bonus to 
the extent that the performance 
targets have been met.
• Bonuses will normally be subject  
to time pro-rating to reflect the 
period in employment, although 
the Committee has the discretion 
to vary this.
• The Committee may determine 
that the bonus payment is calculated 
and made, at their discretion,  
at cessation instead of at the end 
of the performance period.
• All other leavers will forfeit  
their entitlement to an annual 
bonus payment.
LTIP • Death.
• Ill-health, injury or disability.
• Employing company being 
transferred to an entity which  
is not a Group member.
• Transfer of undertaking.
• Any other reason, except  
gross misconduct, as the 
Committee determines.
• Awards will normally vest on  
a time-apportioned basis taking 
into account the achievement  
of the relevant performance 
conditions at the vesting date.
• The vesting date for such awards 
will normally be the original vesting 
date, although the Committee has 
the flexibility to determine that 
awards can vest upon cessation  
of employment.
• On death, the Committee may 
exercise discretion to allow awards 
to vest, as soon as practicable, taking 
into account performance achieved.
• On vesting, shares will be 
transferred to the participant as 
soon as practicable. For options, 
participants will have up to six 
months from the date of vesting  
to exercise their awards. 
• Awards will normally lapse  
in full (unless otherwise  
determined by the Committee).
In the event that a buyout award is made on recruitment, the leaver provisions would be determined at the time of the award. Foxtons Annual Report and Accounts 2014 44
Differences in remuneration policy for Executive Directors 
compared with other employees
As for our Executive Directors, the remuneration for the majority 
of our employees is weighted towards variable pay. However, 
unlike our Executive Directors, where their variable pay is linked  
to a mixture of short-term and long-term Group wide performance 
measures, the majority of our employees’ remuneration is linked 
to individual/team performance measured over the shorter term. 
This is consistent with their focus on the selling and letting of 
properties within particular geographical areas. 
During the year, the Company introduced the Senior Management 
LTIP to accommodate grants of shares to employees, which are 
normally subject to performance conditions over a three-year 
period. The Company will be seeking Shareholder approval for  
the Senior Management LTIP at our forthcoming AGM to provide 
the flexibility for future awards under this plan to be settled with 
new-issue shares. The Company will continue to operate within 
the dilution limits approved by Shareholders on IPO of no more 
than 5% in 10 years for discretionary schemes and 10% for  
all schemes.
No Executive Director will participate in the Senior Management 
LTIP, although awards granted to an individual who subsequently 
is appointed to the Board will continue to vest.
Consideration of employment conditions elsewhere in Foxtons
Although pay and employment conditions elsewhere in the 
Company are taken into account to ensure the relationship 
between the pay of Executive Directors and employees remains 
appropriate, the Committee does not consult with employees 
when formulating the Remuneration Policy set out in this Report.
Consideration of Shareholder views
The Committee takes an active interest in Shareholder views  
and these help shape the structure of the Directors’ remuneration 
arrangements at Foxtons. The Committee also monitors published 
Shareholder guidelines and will incorporate further best practice 
features as appropriate.
Annual Report on Remuneration
Consideration by Directors of matters relating  
to Directors’ remuneration (unaudited)
The Remuneration Committee is responsible for reviewing  
and making recommendations to the Board regarding the 
Remuneration Policy of the Group and for reviewing compliance 
with the Policy. During 2014, the Remuneration Committee 
consisted of the following Directors: Andrew Adcock (Chairman), 
Ian Barlow, Annette Court and Garry Watts. The Committee  
met three times during the year with attendance disclosed  
on page 30.
In addition, the CEO, COO and CFO attended Committee 
meetings to provide valuable input. No individual was present 
when their own remuneration was being discussed.
During the year, the Remuneration Committee received 
independent advice on executive remuneration in 2014 from 
Deloitte LLP (until June 2014) and Kepler Associates (from May 
2014). Kepler Associates were appointed as independent advisers 
to the Remuneration Committee following a formal tender 
process. Kepler Associates and Deloitte LLP are both signatories  
to the Remuneration Consultants’ Code of Conduct. The fees paid 
to Deloitte LLP and Kepler Associates for advice provided to the 
Remuneration Committee were £55,450 and £20,000 respectively.
Deloitte also provided audit services to the Group in 2014. 
Deloitte’s advice was developed with the use of established 
methodologies and the advisers were not involved in the decision-
making process. Advisory partners and staff had no involvement  
in audit and were not involved in the preparation of audited 
information. The Committee is satisfied that the remuneration 
advice it received from Deloitte was independent. Similarly,  
the Committee is satisfied that Kepler provides independent 
remuneration advice to the Committee and does not have any 
connections with Foxtons that may impair its independence. 
The following section provides details of how our remuneration 
policy was implemented during the financial year ending  
31 December 2014, and how the Committee intends to 
implement the Policy in 2015.
We are committed to maintaining an open and transparent 
dialogue with our Shareholders and hope that the level of 
disclosure we have provided this year will ensure that decisions 
made on remuneration are fully explained, thereby helping us  
to build a positive relationship with our Shareholders.
Summary of Shareholder voting at the 2014 Annual General Meeting (unaudited)
The following table shows the results of the votes on the Policy Report and Annual Report on Remuneration at the AGM in May 2014:
Resolution Votes for
%  
for
Votes 
against
%  
against
Total  
votes cast
Votes 
withheld
Approval of the Directors’ Remuneration Policy 187,699,381 91.99% 16,347,408 8.01% 204,046,789 1,300
Approval of the Directors’ Annual Report  
on Remuneration 204,042,200 100.00% 5,889 0.00% 204,048,089 0
DIRECTORS’ REMUNERATION REPORT continued 45 Foxtons Annual Report and Accounts 2014
Single figure of total remuneration (audited)
The tables below set out the total remuneration for the Directors for 2013 and 2014. 
£’000
2014
Salary  
and fees Benefits
1
Bonus
2
LTIP Pension
5
Total
Current Executive
Nic Budden
3
225 12 56 – 34 327
Gerard Nieslony 275 10 69 – 41 395
Former Executive      
Michael Brown
4
216 9 – – 32 257
Non-Executive      
Garry Watts 175 – – – – 175
Ian Barlow 60 – – – – 60
Annette Court 60 – – – – 60
Andrew Adcock 60 – – – – 60
Stefano Quadrio Curzio – – – – – –
Michael Brown
4
30 – – – – 30
Total 1,101 31 125 – 107 1,364
£’000
2013
Salary  
and fees Benefits
1
Bonus
2
LTIP Pension
5
Others
6
Total
Executive
Michael Brown 589 19 – – 16 – 624
Gerard Nieslony 134 7 – – 9 – 150
Non-Executive
Garry Watts 62 – – – – 25 87
Ian Barlow 21 – – – – 25 46
Annette Court 21 – – – – 25 46
Andrew Adcock 21 – – – – 25 46
Stefano Quadrio Curzio – – – – – – –
FA Corp Sarl 15 – – – – – 15
Total 863 26 – – 25 100 1,014
Notes to the table
1  The benefits paid in respect of 2014 and 2013 related to a car allowance for Gerard Nieslony and the provision of a car for Michael Brown (during his tenure as CEO)  
and Nic Budden.
2 2014 was the first year of operation of the annual bonus. Further details of the performance criteria, achievement and resulting awards can be found on page 46.
3 Remuneration covers only the period since his appointment as a Director. Nic Budden was appointed CEO on 1 July 2014 on a salary of £450,000 p.a. He was  
previously the COO on a salary of £375,000 p.a. His salary, benefits and pension are pro-rated to reflect the period from 1 July 2014 to 31 December 2014.
4 Michael Brown stepped down as CEO on 30 June 2014 and was appointed a Non-Executive Director from 1 July 2014. As a result, he has been included in the  
single figure of total remuneration table twice: as an Executive Director to 30 June 2014, and as a Non-Executive Director from 1 July 2014.
5 “Pension” includes payments in lieu of pension. For 2014, the Executive Directors received contributions of 15% of salary.
6 On listing, the Non-Executive Directors and Chairman agreed to acquire shares from their own funds. Foxtons agreed to partially match their investments by issuing 
additional shares to them at a subscription price of £0.01 per share. Accordingly 10,869 shares each were issued to Garry Watts, Annette Court, Andrew Adcock  
and Ian Barlow.
Base salary for 2014
Nic Budden was appointed CEO with effect from 1 July 2014 and his base salary was set at £450,000 p.a. to reflect the size and scope 
of his new role. In setting his salary the Committee took into account reference points including external data to ensure his salary  
is positioned appropriately. 
As explained in last year’s Annual Report on Remuneration, Gerard Nieslony’s base salary for 2014 was £275,000 p.a.  Foxtons Annual Report and Accounts 2014 46
Annual bonus outcomes for 2014 (unaudited)
For the 2014 financial year, the maximum bonus opportunity for Nic Budden and Gerard Nieslony was 125% of salary. Bonuses were 
based 80% on Foxtons Adjusted EBITDA and 20% on non-financial performance, which for 2014 was the opening of new branches  
on time and on budget. The table below provides the financial performance targets set and actual performance during the year.
Measure Performance targets
Actual 
performance
Payout  
(% of maximum) Weighting Threshold On-Target Maximum
Adjusted EBITDA 80% £49.9m £52.5m £55.1m £46.2m 0%
Opening of new branches* 20% – 7 – 7 100%
Total 100% – – – – 20%
* Single target for 2014.
Based on the above, and taking into account performance more broadly, the CEO and CFO were awarded bonuses of 20% of maximum, 
equivalent to 25% of salary. Annual bonuses will be paid in cash.
Scheme interests awarded in 2014 (audited)
On 23 September 2014, the Executive Directors were granted awards under the LTIP. Details are summarised in the table below.
Executive Basis of award Face value
1
Number of  
shares awarded
Threshold 
vesting Performance period
Nic Budden 200% of salary £900,000 391,304
25%
1 January 2014 to  
31 December 2016 Gerard Nieslony 150% of salary £412,500 179,348
1 The share price for determining the number of shares is normally calculated using the average share price over the three trading days immediately preceding the date of grant 
of 228.6p. However, for the 2014 LTIP awards, the Committee used a reference share price of 230p, being the IPO price, which resulted in fewer shares being awarded.
Following the CEO transition and a broad review of long-term incentive arrangements for senior managers, 2014 LTIP awards were 
granted during the 42-day window following the announcement of the Company’s Interim results for the period ended 30 June 2014. 
Future LTIP awards will normally be granted following the announcement of the Company’s full year results.
The Committee granted an LTIP award of 200% of salary to the new CEO to help provide a motivational incentive from the outset  
of his taking on the CEO role and support alignment with Shareholders’ interests. The LTIP award to the CFO was 150% of salary.  
It is intended that 2015 LTIP awards to Executive Directors will be 150% of salary.
Awards were granted in the form of nil-cost options, which will, subject to the rules of the LTIP, vest following the Committee’s 
determination of the extent to which the performance conditions have been satisfied.
As described in last year’s Annual Report on Remuneration, 2014 LTIP awards may vest based 70% on three year EPS growth and 30% 
on three year relative Total Shareholder Return (TSR). The TSR comparator group is the FTSE 250 (excluding financial services and oil & gas 
companies). We believe EPS is an important measure of the Group’s financial performance and helps reinforce sustainable long-term 
growth. TSR is aligned to Shareholder value creation and is transparent. Details of the performance conditions are set out below:
Basic EPS growth over the  
three year performance period  
(70% of the award)
Relative TSR performance against  
the comparator group over the  
three year performance period  
(30% of the award)
Threshold (25% vesting) 19% Median
Stretch (100% vesting) 44% Upper quartile
There will be straight-line vesting between these performance points.
DIRECTORS’ REMUNERATION REPORT continued 47 Foxtons Annual Report and Accounts 2014
Statement of Directors’ shareholding and share interests (audited)
We strongly believe that Directors should have sizeable shareholdings in Foxtons to ensure that they are as closely aligned as possible 
with the Shareholder experience. As such, Executive Directors are required to hold Foxtons shares equal to two times their gross basic 
salary. The shareholdings of the Executive Directors remained unchanged versus prior year. The tables below show the Directors’ share 
ownership as at 31 December 2014:
Shares held
Shareholding 
guideline  
(% of basic salary)
Actual share
 ownership
(% of basic salary)* Owned outright
Unvested shares 
subject to 
performance 
Nic Budden 1,304,660 391,304 200% 438%
Gerard Nieslony 666,512 179,348 200% 367%
* The shareholding as a percentage of basic salary has been calculated based on the share price on 31 December 2014 of 155p.
The table below shows the Non-Executive Directors’ shareholdings 
as at 31 December 2014:
Shares held  
as at  
31 December  
2014 
Garry Watts 43,477
Ian Barlow 86,955
Annette Court 32,608
Andrew Adcock 43,477
Stefano Quadrio Curzio Nil
Michael Brown (Former CEO) 22,730,022
No changes in Directors’ interests have occurred between  
31 December 2014 and 10 March 2015.
Payments to past Directors and payments  
for loss of office (audited)
Michael Brown stepped down as CEO on 30 June 2014. He received 
his salary, pension contributions and benefits up to 30 June 2014. 
He did not participate in any incentive arrangements during  
the year, and holds no unvested shares. He will receive no further 
payments in respect of his former Executive role.
From 1 July 2014, Michael Brown receives fees for his role  
as a Non-Executive Director, in line with the Policy.
Performance graph and table (unaudited)
The chart below illustrates Foxtons TSR performance against  
the FTSE 250 since listing in September 2013. The FTSE 250 has 
been chosen as Foxtons was a constituent of this index during  
the majority of the period shown, and remains close in size to 
companies ranked towards the bottom of the FTSE 250. Note that 
this does not represent either the comparator group or the time 
period against which performance is assessed under the LTIP.
The table below shows the total remuneration paid to the CEO  
in 2014 and 2013:
2013  
£’000
2014  
£’000
Nic Budden (from 1 July 2014)
Single figure of remuneration n/a 327
Annual bonus payout (% of maximum) n/a 20%
LTIP vesting (% of maximum) n/a n/a
Michael Brown (to 30 June 2014)
Single figure of remuneration 624 257
Annual bonus payout (% of maximum) n/a n/a
LTIP vesting (% of maximum) n/a n/a
0
20
40
60
80
100
120
140
160
Foxtons
Value of hypothetical £100 holding
20/09/2013 31/12/2014
FTSE 250
Total shareholder return Foxtons Annual Report and Accounts 2014 48
Percentage change in remuneration of Director undertaking 
the role of Chief Executive Officer (unaudited)
The table below illustrates the percentage change in salary, benefits 
and annual bonus for the CEO as against all other employees  
who do not participate in Foxtons commission arrangements  
and whose remuneration structures are thus comparable to the 
Executive Directors.
% change in 
basic salary 
(2014/2013)
% change in 
benefits 
(2014/2013)
% change in 
annual bonus 
(2014/2013)
CEO (25.2%) +13.0% n/a
All other employees  
(at Head office
1
) +7.4% (1.5%) n/a
The % changes for the CEO have been determined with reference to aggregate numbers 
for Nic Budden and Michael Brown in 2014 when undertaking CEO responsibilities.
2014 was the first year of operation of the annual bonus plan, therefore it is not 
possible to calculate a percentage change between 2013 and 2014.
1
 
Excludes branch-based staff where pay is largely commission based.
Relative importance of spend on pay (unaudited)
The charts below illustrate the year-on-year change in total 
remuneration for all employees and total Shareholder distributions.
2014 2013 2014 2013
Total remuneration Distributions to shareholders
55,711
61,664
15,350
27,321
+78.0%
+10.7%
Relative importance of spend on pay (£’000)
0
10,000
20,000
30,000
40,000
50,000
60,000
70,000
Implementation for 2015 (unaudited)
Base salary
Following this review, Executive Director salaries are as follows:
Base salary at
1 January
2014*
1 January  
2015
Nic Budden £450,000 £461,250
Gerard Nieslony £275,000 £281,875
* From 1 July 2014 for Nic Budden.
Benefits
For 2015, Executive Directors continue to be provided with a company 
car (or cash equivalent) and will be provided with life assurance 
and private medical insurance.
Annual bonus
For 2015, there will be no change to the operation of Executive 
Director annual bonuses. 2015 bonuses are up to 125% of salary 
for Executive Directors and are based 80% on Foxtons annual 
Adjusted EBITDA and 20% on non-financial measures aligned  
to the key strategic priorities of Foxtons for the year. 
Adjusted EBITDA continues to be an important measure of annual 
performance. We continue to strive to achieve high levels of 
profitability through our focus on higher-volume, higher-value 
markets combined with the real competitive advantage that our 
business model provides. Foxtons annual Adjusted EBITDA is 
compared to our internal plan.
For 2015 the opening of new branches on time and within budget 
is key to the successful delivery of our ambitious growth plan  
and so continues to be included as an important component  
of the annual bonus with a 20% weighting. We have a proven 
track record of expansion and opening new branches continues  
to create significant opportunities for the Group.
Shareholders will recognise that we operate in a very competitive 
market and so we will not be disclosing prospective bonus 
performance targets for reasons of commercial sensitivity.  
We will, however, provide a full retrospective rationale each  
year of why bonuses were paid to ensure that Shareholders can 
clearly identify the close link between pay and performance  
at the Group.
DIRECTORS’ REMUNERATION REPORT continued 49 Foxtons Annual Report and Accounts 2014
LTIP
The LTIP framework is unchanged for 2015. It is anticipated  
that awards will be up to 150% of salary and will be based 70% 
on Earnings Per Share (EPS) performance and 30% on relative  
TSR measured over a three-year performance period. We believe 
EPS is an important measure of the Group’s financial performance 
which helps reinforce sustainable long-term growth. TSR is aligned 
to Shareholder value creation and is transparent. Relative TSR 
performance will continue to be assessed against the FTSE 250 
(excluding financial services and oil & gas companies). 
The Committee reviewed the LTIP targets for awards to be made 
in 2015 and decided to widen the range by 4% at both ends  
in view of the increased uncertainty around the London housing 
market due to the General Election to be held in May 2015.  
The Committee intends to set 2015 LTIP targets as follows:
Basic EPS growth  
over the three-year 
performance period  
(70% of the award)
Relative TSR performance 
against the comparator 
group over the three-year 
performance period  
(30% of the award)
Threshold  
(25% vesting) 15% Median
Maximum  
(100% vesting) 48% Upper quartile
There will be straight-line vesting between these performance points.
Pension
For 2015 pension contributions are unchanged. Contributions  
of 15% of salary will be made to the Executive Directors’ personal 
pension schemes. Alternatively, a cash allowance equal to this 
value may be paid.
Non-Executive Director fees
For 2015, the fees for the Chairman and Non-Executive Directors 
will be as follows:
Chairman of Company £179,375
Basic fee for other Non-Executive Directors £61,500
Andrew Adcock
Chairman of the Remuneration Committee
10 March 2015 Foxtons Annual Report and Accounts 2014 50
DIRECTORS’ REPORT
Directors’ report
Corporate structure
Foxtons Group plc is a public company limited by shares, incorporated 
in England and Wales and its shares are traded on the Premium 
segment of the main market of the London Stock Exchange.
The Board
The Directors who served during the year, were:
Garry Watts 
Andrew Adcock
Ian Barlow
Michael Brown 
Nic Budden (appointed 1 July 2014)
Annette Court
Stefano Quadrio Curzio (resigned on 1 October 2014)
Gerard Nieslony
The roles and biographical details of the Directors of the Company 
at the date of this report are given on pages 26 and 27. 
Powers of Directors
The general powers of the Directors are set out in Article 108 of the 
Company’s Articles of Association (the “Articles”). This provides 
that the business of the Company shall be managed by the Board 
which may exercise all the powers of the Company whether relating 
to the management of the business of the Company or not.  
This power is subject to any limitations imposed on the Company 
by applicable legislation. It is also limited by the provisions of  
the Articles and any directions given by special resolution of the 
Shareholders of the Company which are applicable on the date 
that any power is exercised.
Appointment and replacement of Directors
The rules regarding the appointment and replacement of Directors 
are contained in the Company’s Articles. These state that any 
person willing to act as a Director may be appointed by ordinary 
resolution of the Company’s Shareholders. In addition, the Board 
may appoint any person willing to act as a Director, but they may 
hold office only until the next Annual General Meeting (“AGM”)
and then shall be eligible for election. The Company must have 
not less than two, nor more than 12 Directors. 
Each Director is required under the Articles to retire from office  
at the third AGM after the AGM at which he or she was last elected 
or re-elected although he or she may be re-elected by ordinary 
resolution if eligible and willing. However, to comply with the 
provisions of the UK Corporate Governance Code, each Director 
will submit himself or herself for re-election at the AGM on an 
annual basis.
The Company may by special resolution remove any Director 
before the expiration of his or her period of office or may,  
by ordinary resolution, remove a Director where special notice  
has been given and the necessary statutory procedures are 
complied with. 
There are a number of other grounds on which a Director’s office 
may cease, namely voluntary resignation, where all the other 
Directors (being at least three in number) request his or her 
resignation, where he or she suffers physical or mental incapacity, 
where he or she is absent from meetings of the Board without 
permission of the Board for six consecutive months, becomes 
bankrupt or compounds with his or her creditors, or is prohibited 
by law from being a Director.
Amendment to the Company’s Articles of Association
The Company may alter its Articles of Association by special 
resolution passed at a general meeting of Shareholders.
Directors’ indemnity
The Company has granted a third-party indemnity to each of its 
Directors against any liability that attaches to them in defending 
proceedings brought against them, to the extent permitted by English 
law. In addition, Directors and officers of the Company and its 
subsidiaries are covered by Directors’ & Officers’ liability insurance.
Compensation for loss of office
The Company does not have arrangements with any Director  
that would provide compensation for loss of office or employment 
resulting from a takeover, except that provisions of the Company’s 
share plans may cause options and awards granted under such 
plans to vest on a takeover. Further information is provided in  
the Directors’ Remuneration Report on page 40.
Dividends
The Board recommends a final dividend of 3.17p per share in respect 
of the 2014 financial year and a special dividend of 1.99p per share 
representing a total return to Shareholders of approximately  
£14.5 million. Shareholders will be asked to approve the dividend 
at the AGM on 20 May 2015, for payment on 29 May 2015  
to ordinary Shareholders whose names are on the register on  
1 May 2015.
At the 2015 AGM the Company will be seeking Shareholder 
ratification for the payment of the interim and special interim 
dividends paid in September 2014. Whilst the Company had 
sufficient distributable reserves to pay these dividends, the 
Companies Act 2006 (the “Act”) requires that interim accounts 
evidencing the requisite level of distributable profits should be 
filed at Companies House prior to payment. Due to an oversight, 
interim accounts were not filed as required and consequently  
the dividends were paid in technical infringement of the Act.  
The Directors consider it in the best interests of the Company  
to regularise the position since sufficient distributable reserves 
were available to make the payment and it was intended that 
Shareholders should receive the dividends. A special resolution is 
proposed, numbered 20 on the AGM Notice, to take the necessary 
steps to ratify the dividend payment. Further information on this 
may be found in the Explanatory Notes to the Notice of AGM.
Post balance sheet events
There are no material post balance sheet events to report.
Future developments in the business of the Company
The Group’s business activities, together with the factors likely  
to affect its future development, performance and position  
are set out in the Strategic Report on pages 1 to 23. 51 Foxtons Annual Report and Accounts 2014
Corporate Governance
A report on Corporate Governance and the Company’s compliance 
with the Code is set out on pages 28 to 49 and forms part of this 
report by reference.
Health and safety
An overview of health and safety is provided in the Strategic 
Report on page 22. 
Greenhouse gas emissions
Information on the Group’s greenhouse gas emissions is set out  
in the Corporate Social Responsibility statement on pages 22  
and 23 and forms part of this report by reference.
Political donations
No political donations were made in 2014 (2013: nil).
Employee involvement and policy regarding disabled persons
Foxtons operates an equal opportunities policy that aims to treat 
individuals fairly and not to discriminate on the basis of sex, race, 
ethnic origin, disability or on any other basis. The Company’s 
policy and procedures are designed to provide for full and fair 
consideration and selection of disabled applicants, to ensure  
they are properly trained to perform safely and effectively and  
to provide career opportunities that allow them to fulfil their 
potential. Where an employee becomes disabled in the course  
of their employment the Company will actively seek to retain 
them wherever possible by making adjustments to their work 
content and environment or by retraining them to undertake  
new roles.
The Group provides employees with information on the Group’s 
performance and on matters concerning them on a regular basis. 
Considerable value is placed on the involvement of its employees, 
which is reflected in the principles of Foxtons Corporate Practice 
and its related guidance, which require regular, open, fair and 
respectful communication, zero tolerance for human rights violations, 
fair remuneration and, above all, a safe working environment.
Directors’ interests
The beneficial interests of the Directors of the Company at  
31 December 2014, and their connected persons, in the issued 
ordinary shares of the Company are provided on page 47, within 
the Directors’ Remuneration Report. Details of any changes in 
those interests between 31 December 2014 and 10 March 2015 
are also shown on page 47.
Major interests in shares
Information provided to the Company under the Disclosure and 
Transparency Rules (“DTR”) of the UK Listing Authority is published 
via a Regulatory Information Service and on the Company’s 
website www.foxtonsgroup.co.uk.
As at 31 December 2014, the Company was aware of the 
following interests representing 3% or more of the issued ordinary 
share capital of the Company. This information was correct at  
the date of notification. It should be noted that these holdings 
may have changed since notified to the Company. However, 
notification of any change is not required until the next applicable 
threshold is crossed.
Institution
Number of 
shares %
Caledonia (Private) Investments Pty Ltd 39,092,807 13.18
BlackRock Inc. 27,343,537 9.69
Michael Brown 22,730,022 8.06
CIE Management II Limited 19,743,610 6.99
Capital Research and Management Company 17,830,590 6.33
Fidelity Worldwide Investment 14,666,782 5.19
Select Equity Group, L.P. 14,465,687 5.13
Cantillon Capital Management LLC 14,301,450 5.08
Between 31 December 2014 and 10 March 2015 the Company 
received notification under DTR 5 that:
• On 22 January 2015 Caledonia (Private) Investments Pty Ltd 
increased its holding to 41,735,111 ordinary shares (being 14.82% 
of the issued share capital); and
• On 23 January 2015 BlackRock Inc. reduced its holding to below 
5% of the issued share capital. 
Share capital
Details of the Company’s issued share capital at 31 December 2014 
can be found in Note 23 to the financial statements on page 84. 
The Company’s share capital comprises ordinary shares and the 
rights attaching to those shares, are set out in the Articles which can 
be found on the Company’s website at www.foxtonsgroup.co.uk. 
None of the ordinary shares carry any special rights with regard  
to control of the Company and there are no restrictions on  
voting rights.
The Foxtons Group Employee Benefit Trust is an Employee  
Benefit Trust which holds ordinary shares in the Company in trust 
for employees within the Group. The Trustee of the Trust has  
the power to exercise the rights and powers incidental to, and  
to act in relation to, the ordinary shares subject to the Trust  
in such manner as the Trustee in its absolute discretion thinks fit. 
The Trustee of the Employee Benefit Trust has waived its rights  
to dividends on ordinary shares held by the Trust as these have 
not yet vested unconditionally in employees. 
Rights and obligations attaching to shares
Holders of ordinary shares are entitled to receive dividends  
(when declared). On liquidation, holders of ordinary shares may 
share in the assets of the Company. At any general meeting,  
on a show of hands, every member who is present shall have one 
vote and on a poll every member present, in person or by proxy, 
shall have one vote for every share of which they are the holder. 
Holders of ordinary shares are also entitled to receive a copy of 
the Company’s Annual Report and, subject to certain thresholds 
being met, may requisition the Board to convene a general 
meeting or propose resolutions at AGMs. 
Restrictions on transfers of securities
There are no restrictions on transfers of ordinary shares other than:
• Certain restrictions which may from time to time be imposed 
by laws or regulations such as those relating to insider dealing;
• Pursuant to the Company’s Share Dealing Code whereby the 
Directors and designated employees require approval to deal  
in the Company’s shares; and Foxtons Annual Report and Accounts 2014 52
DIRECTORS’ REPORT continued
• Where a person with an interest in the Company’s shares  
has been served with a disclosure notice and has failed to 
provide the Company with information concerning interests  
in those shares.
The Company is not aware of any arrangements between 
Shareholders that may result in restrictions on the transfer  
of securities or voting rights.
Authority for the Company to purchase its own shares
The Company was granted authority by its Shareholders at the 
2014 AGM to purchase up to 28,217,646 of its ordinary shares.  
As at the date of this report, no ordinary shares have been 
purchased under this authority and, therefore, the Company  
may purchase up to 28,217,646 ordinary shares under its existing 
authority. This authority will expire at the conclusion of the  
2015 AGM unless revoked, varied or renewed prior to that meeting. 
A resolution will be proposed at the 2015 AGM that the Company 
be authorised to purchase up to approximately 10% of its 
ordinary shares at the Directors’ discretion. If the resolution  
is passed, the new authority will replace the existing authority  
and will lapse at the conclusion of the 2016 AGM. 
Authority to allot shares
The Company was granted a general authority by its Shareholders 
at the 2014 Annual General Meeting to allot shares up to an 
aggregate nominal amount of £940,588.22. The Company also 
received authority to allot shares for cash on a non pre-emptive 
basis up to a maximum nominal amount of £141,088.23. As at 
the date of this report, no shares have been issued under these 
authorities. These authorities will expire at the conclusion of  
the 2015 AGM unless revoked, varied or renewed prior to that 
meeting. Resolutions will be proposed at the 2015 AGM to renew 
these authorities.
Significant agreements
The Company is not a party to any significant agreements that 
would take effect, alter or terminate on a change of control  
of the Company.
Financial Risk Management
The Group’s financial risk management objectives and policies, 
including its use of financial instruments, are set out in note 28 to 
the Group’s consolidated financial statements on pages 87 to 89.
Information presented in other sections
Certain information is required to be included in the Annual 
Financial Report by Listing Rule 9.8.4. The following table provides 
references to where this information can be found in this Annual 
Report. If a requirement is not shown it is not applicable to  
the Company.
Section Listing Rule Requirement Location
4 Details of long-term 
incentive schemes
Directors’ remuneration 
report page 39
12 Shareholder waivers  
of dividends
Directors’ Report (page 51) 
and Note 24 (page 84)
13 Shareholder waivers  
of future dividends
Directors’ Report (page 51) 
and Note 24 (page 84)
Going concern
The financial position of the Group, its cash flows and liquidity 
position are set out in the Financial Statements section. 
Furthermore, note 28, page 87 to the consolidated financial 
statements includes the Group’s objectives and policies for 
managing its capital, its financial risk management objectives, 
details of its financial instruments and its exposure to credit  
and liquidity risk.
The Directors believe the Group is in a strong financial position 
due to its profitable operations and strong cash generation and 
that the Group has adequate resources to continue in operation 
for the foreseeable future. For this reason, they continue to adopt 
the going concern basis in preparing the financial statements.  
The Directors have made this assessment after consideration  
of the Company’s budgeted cash flows and related assumptions 
and in accordance with the Going Concern and Liquidity Risk: 
Guidance for Directors of UK Companies 2009 published by the 
UK Financial Reporting Council. 
Auditor
Each of the persons who is a Director at the date of approval  
of this Annual Report confirms that:
(a)  So far as the Director is aware, there is no relevant audit 
information of which the Company’s Auditor is unaware; and
(b)  The Director has taken all the steps that he/she ought to have 
taken as a Director in order to make himself/herself aware  
of any relevant audit information and to establish that the 
Company’s Auditor is aware of that information.
Deloitte LLP have expressed their willingness to continue in office 
as Auditors and a resolution to reappoint them will be proposed  
at the forthcoming AGM.
AGM
The Company’s AGM will take place on 20 May 2015 at the 
Company’s registered office at Building One, Chiswick Park,  
566 Chiswick High Road, London, W4 5BE. The notice of meeting 
which sets out the resolutions to be proposed at the forthcoming 
AGM accompanies this Annual Report and can also be found  
on the Company’s website at www.foxtonsgroup.co.uk.
The AGM is the Company’s principal forum for communication 
with private Shareholders. In addition to the formal business,  
there will be a presentation by the CEO and the CFO on the 
performance of the Company and its future development.  
The Chairman of the Board and the Chairman of the Committees, 
together with the Directors, will be available to answer Shareholders’ 
questions at the meeting.
On behalf of the Board
 
Nic Budden  Gerard Nieslony
Chief Executive Officer  Chief Financial Officer
10 March 2015 53 Foxtons Annual Report and Accounts 2014
Directors’ responsibilities statement
The Directors are responsible for preparing the Annual Report  
and the financial statements in accordance with applicable law 
and regulations.
Company law requires the Directors to prepare financial 
statements for each financial year. Under that law the Directors 
are required to prepare the Group financial statements in 
accordance with International Financial Reporting Standards  
(IFRS) as adopted by the European Union and Article 4 of the  
IAS Regulation and have elected to prepare the parent company 
financial statements in accordance with United Kingdom Generally 
Accepted Accounting Practice (United Kingdom Accounting 
Standards and applicable law). Under company law the Directors 
must not approve the accounts unless they are satisfied that they 
give a true and fair view of the state of affairs of the Company 
and of the profit or loss of the Company for that period. 
In preparing the parent company financial statements,  
the Directors are required to:
• Select suitable accounting policies and then apply  
them consistently;
• Make judgments and accounting estimates that are  
reasonable and prudent;
• State whether applicable UK Accounting Standards have  
been followed, subject to any material departures disclosed  
and explained in the financial statements; and
• Prepare the financial statements on the going concern  
basis unless it is inappropriate to presume that the Company 
will continue in business.
In preparing the Group financial statements, International 
Accounting Standard 1 requires that Directors:
• Properly select and apply accounting policies;
• Present information, including accounting policies, in a  
manner that provides relevant, reliable, comparable and 
understandable information; 
• Provide additional disclosures when compliance with the 
specific requirements in IFRS are insufficient to enable users  
to understand the impact of particular transactions, other 
events and conditions on the entity’s financial position  
and financial performance; and
• Make an assessment of the Company’s ability to continue  
as a going concern.
The Directors are responsible for keeping adequate accounting 
records that are sufficient to show and explain the Company’s 
transactions and disclose with reasonable accuracy at any time 
the financial position of the Company and enable them to ensure 
that the financial statements comply with the Companies Act 
2006. They are also responsible for safeguarding the assets of the 
Company and hence for taking reasonable steps for the prevention 
and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity  
of the corporate and financial information included on the 
Company’s website. Legislation in the United Kingdom governing 
the preparation and dissemination of financial statements may 
differ from legislation in other jurisdictions.
Responsibility statement 
Each of the Directors, whose names and functions are listed on 
pages 26 and 27, confirms that:
• To the best of their knowledge, the financial statements,  
which have been prepared in accordance with IFRS, as adopted 
by the European Union, give a true and fair view of the assets, 
liabilities, financial position and profit or loss of the Company 
and the undertakings included in the consolidation taken  
as a whole;
• To the best of their knowledge, the Annual Report and Accounts 
includes a fair review of the development and performance of  
the business and the position of the Company on a consolidated 
and individual basis, together with a description of the principal 
risks and uncertainties that it faces; and
• They consider, having taken advice from the Audit Committee, 
that the Annual Report and Accounts, taken as a whole, is fair, 
balanced and understandable and provides the information 
necessary for Shareholders to assess the Company’s performance, 
business model and strategy.
By order of the Board
 
Nic Budden  Gerard Nieslony
Chief Executive Officer  Chief Financial Officer
10 March 2015
DIRECTORS’ RESPONSIBILITIES STATEMENT Foxtons Annual Report and Accounts 2014 54 55 Foxtons Annual Report and Accounts 2014
Independent Auditor’s report 54
Consolidated statement of comprehensive income 58
Consolidated statement of financial position 59
Consolidated statement of changes in equity 60
Consolidated cash flow statement 61
Notes to the financial statements 62
Parent Company balance sheet 91
Notes to the Company financial statements 92
Financial calendar 94
Financial statements Foxtons Annual Report and Accounts 2014 56
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FOXTONS GROUP PLC 
56 Foxtons Annual Report and Accounts 2014 
Opinion on financial statements of Foxtons Group plc 
In our opinion: 
• The financial statements give a true and fair view of the state of the Group’s and of the parent company’s affairs as at 31 December 
2014 and of the Group’s profit for the year then ended; 
• The consolidated financial statements have been properly prepared in accordance with International Financial Reporting Standards 
(IFRSs) as adopted by the European Union; 
• The parent company financial statements have been properly prepared in accordance with United Kingdom Accounting Standards 
(United Kingdom Generally Accepted Accounting Practice); and 
• The financial statements have been prepared in accordance with the requirements of the Companies Act 2006 and, as regards the 
consolidated financial statements, Article 4 of the IAS Regulation. 
The financial statements comprise the consolidated statement of comprehensive income, the consolidated statement of financial 
position, the consolidated statement of changes in equity, the consolidated cash flow statement and the related notes 1 to 32 and the 
parent company balance sheet and related notes 33 to 38. The financial reporting framework that has been applied in the preparation  
of the Group financial statements is applicable law and IFRSs as adopted by the European Union. The financial reporting framework  
that has been applied in the preparation of the parent company financial statements is applicable law and United Kingdom Accounting 
Standards (United Kingdom Generally Accepted Accounting Practice). 
Going concern 
As required by the Listing Rules, we have reviewed the Directors’ statement contained within the Directors’ Report on page 52,  
that the Group is a going concern. We confirm that: 
• We have concluded that the Directors’ use of the going concern basis of accounting in the preparation of the financial statements  
is appropriate; and 
• We have not identified any material uncert ainties that may cast significant doubt on the Group’s ability to continue as a going concern. 
However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Group’s ability  
to continue as a going concern. 
   57 Foxtons Annual Report and Accounts 2014
 
  Foxtons Annual Report and Accounts 2014 57 
Our assessment of risks of material misstatement 
The assessed risks of material misstatement described below are those that had the greatest effect on our audit strategy, the allocation 
of resources in the audit and directing the efforts of the engagement team: 
Risk  How the scope of our audit responded to the risk 
Impairment of goodwill and other intangible assets 
The Group’s value of intangible assets as at 31 December 2014 
totalled £118 million. Assessment of impairment of goodwill and 
other intangible assets is a judgemental process which requires 
estimates of future cash flows and associated discount rates and 
growth rates.  
Further information in this area is discussed in the significant 
accounting policies in Note 3.  
 
 We have used internal valuation specialists to assess the 
appropriateness of the discount calculation model. We have 
challenged management’s key assumptions relating to the 
estimated future cash flows, growth rates and the discount rate 
applied to the separate cash-generating units through 
benchmarking against comparator businesses, our understanding 
of the future prospects of the business, with particular focus on 
assessment of forecasts against historical forecast accuracy.  
We have agreed source data for the discount rate to third party 
analysis and assessed these assumptions against the prevailing 
Group cost of capital.  
We have considered the sensitivities performed by management and 
recalculated the headroom available under the sensitised positions. 
Revenue recognition in respect of lettings commission 
A significant volume of lettings contracts include break clauses. 
The Group recognises revenue from lettings commission based on 
its estimate of the period of the tenant’s occupation of the lease. 
This requires management judgement in respect of the likelihood 
of a break clause being exercised and resulted in a deferred income 
balance of £4.4 million as at 31 December 2014.  
Further information in this area is discussed in the significant 
accounting policies in Note 3.  
 We have tested the controls in relation to the lettings business 
cycle and reporting systems used.  
We have challenged management’s judgement of the likelihood of 
a break clause being exercised by reference to historic average 
lease lengths, including reviewing a sample of lettings contracts, 
to assess whether the overall level of revenue recognised at the 
year end was within a tolerable threshold. 
Valuation of share options 
The Group issued their first share awards totalling 1,609,652 
under three different schemes in September 2014. External 
specialists were used to value the share options. A significant level 
of judgement is used to calculate the fair values of the options, 
particularly share price volatility.  
Further information in this area is discussed in the significant 
accounting policies in Note 3. 
 We have audited the accounting charge, terms included in the 
deed and presentation in the financial statements to assess the 
treatment in line with accounting standards. We have challenged 
management’s assumptions of the number of options expected  
to vest at the balance sheet date.  
Our internal specialists have reviewed the assumptions used to 
calculate the fair value of the award to assess the external 
valuation obtained. Their procedures included assessing volatility 
assumptions through benchmarking to comparator companies, 
and benchmarking dividend yield against industry trends. 
The description of risks above should be read in conjunction with the significant issues considered by the Audit Committee discussed  
on page 36. 
Our audit procedures relating to these matters were designed in the context of our audit of the financial statements as a whole, and not 
to express an opinion on individual accounts or disclosures. Our opinion on the financial statements is not modified with respect to any 
of the risks described above, and we do not express an opinion on these individual matters. 
Our application of materiality 
We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions 
of a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the scope of our audit work 
and in evaluating the results of our work. 
We determined materiality for the Group to be £2.1 million (2013: £1.8 million), which is below 5% of profit before tax, and below  
2% of equity. This has been determined with a consistent approach to that used in 2013.   Foxtons Annual Report and Accounts 2014 58
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FOXTONS GROUP PLC continued 
 
58 Foxtons Annual Report and Accounts 2014 
We agreed with the Audit Committee that we would report to the Committee all audit differences in excess of £42,000  
(2013: £36,000), as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds.  
We also report to the Audit Committee on disclosure matters that we identified when assessing the overall presentation of the  
financial statements. 
An overview of the scope of our audit  
Our Group audit scope covers 100% (2013: 100%) of the Group companies, all of which are UK legal entities. The full scope audit 
procedures performed were entirely by the central audit team using a statutory materiality appropriate for each entity, which was lower 
than group materiality, ranged from £0.1 million to £2.0 million. At the parent entity level, we also tested the consolidation process. 
Opinion on other matters prescribed by the Companies Act 2006 
In our opinion: 
• The part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 
2006; and 
• The information given in the Strategic Report and the Directors’ Report for the financial year for which the financial statements  
are prepared is consistent with the financial statements. 
Matters on which we are required to report by exception 
Adequacy of explanations received and accounting records 
Under the Companies Act 2006 we are required to report to you if, in our opinion: 
• We have not received all the information and explanations we require for our audit; or 
• Adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received 
from branches not visited by us; or 
• The parent company financial statements are not in agreement with the accounting records and returns. 
We have nothing to report in respect of these matters. 
Directors’ remuneration 
Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures of Directors’ remuneration have not 
been made or the part of the Directors’ Remuneration Report to be audited is not in agreement with the accounting records and returns. 
We have nothing to report arising from these matters. 
Corporate Governance Statement 
Under the Listing Rules we are also required to review the part of the Corporate Governance Statement relating to the Company’s 
compliance with ten provisions of the UK Corporate Governance Code. We have nothing to report arising from our review. 
Our duty to read other information in the Annual Report 
Under International Standards on Auditing (UK and Ireland), we are required to report to you if, in our opinion, information in the 
Annual Report is: 
• Materially inconsistent with the information in the audited financial statements; or 
• Apparently materially incorrect based on, or materially inconsistent with, our knowledge of the Group acquired in the course of 
performing our audit; or 
• Otherwise misleading. 
In particular, we are required to consider whether we have identified any inconsistencies between our knowledge acquired during the 
audit and the Directors’ statement that they consider the Annual Report is fair, balanced and understandable and whether the Annual 
Report appropriately discloses those matters that we communicated to the Audit Committee which we consider should have been 
disclosed. We confirm that we have not identified any such inconsistencies or misleading statements. 
   59 Foxtons Annual Report and Accounts 2014
 
  Foxtons Annual Report and Accounts 2014 59 
Respective responsibilities of Directors and Auditor 
As explained more fully in the Directors’ Responsibilities Statement, the Directors are responsible for the preparation of the financial 
statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the 
financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards 
require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors. We also comply with International Standard  
on Quality Control 1 (UK and Ireland). Our audit methodology and tools aim to ensure that our quality control procedures are effective, 
understood and applied. Our quality controls and systems include our dedicated professional standards review team, and independent 
partner reviews. 
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. 
Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to  
them in an Auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility  
to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we 
have formed. 
Scope of the audit of the financial statements 
An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable 
assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an 
assessment of: whether the accounting policies are appropriate to the Group’s and the parent company’s circumstances and have been 
consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the Directors; and the 
overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the Annual Report 
to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially 
incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become 
aware of any apparent material misstatements or inconsistencies we consider the implications for our report. 
 
 
 
 
Richard Muschamp (Senior Statutory Auditor) 
for and on behalf of Deloitte LLP 
Chartered Accountants and Statutory Auditor 
London, United Kingdom 
10 March 2015 
  Foxtons Annual Report and Accounts 2014 60
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 
Year ended 31 December 2014 
60 Foxtons Annual Report and Accounts 2014 
Continuing operations Notes
2014  
£’000 
2013 
£’000
Revenue  
Sales 69,833 67,416
Lettings 67,387 66,360
Mortgage broking 6,260 4,938
Other 428 467
Total revenue 143,908 139,181
Administrative expenses (101,889) (93,054)
Operating profit before exceptional items 42,019 46,127
Exceptional items 11 – (3,155)
Operating profit 42,019 42,972
Finance income 9 129 104
Finance costs 10 – (4,128)
Profit before tax 42,148 38,948
Tax 12 (8,706) (6,800)
Profit and total comprehensive income for the year 6 33,442 32,148
Earnings per share  
Basic and diluted (pence per share) 14 11.9 12.2
Adjusted basic and diluted (pence per share) 14 11.9 13.3 61 Foxtons Annual Report and Accounts 2014
CONSOLIDATED STATEMENT OF FINANCIAL POSITION 
As at 31 December 2014 
 
  Foxtons Annual Report and Accounts 2014 61 
Notes 
2014  
£’000 
2013 
£’000
Non-current assets   
Goodwill 15 19,168 19,168
Other intangible assets 15 99,000 99,000
Property, plant and equipment 16 24,067 21,337
Deferred tax assets 20 876 666
  143,111 140,171
Current assets   
Trade and other receivables 18 10,767 12,731
Prepayments  6,336 6,768
Cash and cash equivalents 26 22,533 23,352
  39,636 42,851
Total assets  182,747 183,022
Current liabilities   
Trade and other payables 21 (8,009) (10,388)
Current tax liabilities  (4,157) (5,558)
Provisions 22 (129) (157)
Deferred revenue  (4,362) (4,671)
  (16,657) (20,774)
Net current assets  22,978 22,077
Non-current liabilities   
Deferred tax liabilities 20 (19,800) (19,800)
  (19,800) (19,800)
Total liabilities  (36,457) (40,574)
Net assets  146,290 142,448
Equity   
Share capital 23 2,822 2,822
Other capital reserve  2,582 2,582
Own shares held 24 (1,540) –
Share premium 25 52,727 52,727
Retained earnings  89,699 84,317
Total equity   146,290 142,448
The financial statements of Foxtons Group plc, registered number 07108742, were approved by the Board of Directors on  
10 March 2015. 
Signed on behalf of the Board of Directors 
 
 
 
 
Gerard Nieslony 
Chief Financial Officer 
  Foxtons Annual Report and Accounts 2014 62
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 
For the year ended 31 December 2014 
62 Foxtons Annual Report and Accounts 2014 
 Notes 
Share 
capital 
£’000
Own shares 
held 
£’000
Other 
capital 
reserve 
£’000
Share 
premium  
£’000 
Retained 
earnings  
£’000 
Total 
equity 
£’000
Balance at 31 December 2013  2,822 – 2,582 52,727 84,317 142,448
Total comprehensive income for the year  – – – – 33,442 33,442
Dividends  – – – – (28,139) (28,139)
Capital contribution (group relief) 12 – – – – (5) (5)
Own shares acquired in the period 24 – (1,540) – – – (1,540)
Credit to equity for share based payments 31 – – – – 84 84
Balance at 31 December 2014  2,822 (1,540) 2,582 52,727 89,699 146,290
 
 
 
 Notes
Share 
capital 
£’000
Other 
capital 
reserve 
£’000
Share 
premium  
£’000 
Retained 
earnings  
£’000 
Total 
equity 
£’000
Balance at 1 January 2013 – – – 55,252 55,252
Total comprehensive income for the year – – – 32,148 32,148
Bonus issue of shares 5,164 – – (5,164) –
Operation of ratchet (2,582) 2,582 – – –
Issue of share capital – IPO 240 – 54,761 – 55,001
IPO costs charged directly to equity – – (2,034) – (2,034)
Capital contribution (group relief) 12 – – – 2,081 2,081
Balance at 31 December 2013 2,822 2,582 52,727 84,317 142,448 63 Foxtons Annual Report and Accounts 2014
CONSOLIDATED CASH FLOW STATEMENT 
For the year ended 31 December 2014 
  Foxtons Annual Report and Accounts 2014 63 
Note 
2014  
£’000 
2013 
£’000
Net cash from operating activities 26 35,547 37,090
Investing activities   
Interest received  129 104
Proceeds on disposal of property, plant and equipment  324 457
Purchases of property, plant and equipment  (7,140) (7,390)
Net cash used in investing activities  (6,687) (6,829)
Financing activities   
Dividends paid  (28,139) –
Purchase of own shares 24 (1,540) –
Interest paid  – (2,611)
Repayments of borrowings  – (68,683)
Repayments of obligations under finance leases  – (390)
Proceeds on issue of shares  – 55,001
Net cash used in financing activities  (29,679) (16,683)
Net (decrease)/increase in cash and cash equivalents  (819) 13,578
Cash and cash equivalents at beginning of year  23,352 9,774
Cash and cash equivalents at end of year  22,533 23,352 Foxtons Annual Report and Accounts 2014 64
NOTES TO THE FINANCIAL STATEMENTS 
64 Foxtons Annual Report and Accounts 2014 
1. General information 
Foxtons Group plc (the “Company”) is a company incorporated in the United Kingdom under the Companies Act. The address of the 
Company’s registered office is Building One, Chiswick Park, 566 Chiswick High Road, London W4 5BE. The principal activity of the 
Company and its subsidiaries (collectively, the “Group”) is the provision of services to the residential property market in the UK. 
These financial statements are presented in pounds sterling which is the currency of the primary economic environment in which the 
Group operates.  
2. Adoption of new and revised standards 
The Group has adopted the following Standards and Interpretations during the current year, which had no significant effect on the 
Group’s results: 
IFRS 1 (amended) 
IFRS 7 (amended) 
Annual Improvements to IFRSs 
IFRS 10 
IFRS 11 
IFRS 12 
Government Loans 
Disclosures – Offsetting Financial Assets and Financial Liabilities 
(2009 – 2011) Cycle 
Consolidated Financial Statements 
Joint Arrangements 
Disclosure of Interests in Other Entities 
IAS 27 (revised) Separate Financial Statements 
IAS 28 (revised) Investments in Associates and Joint Ventures 
IAS 32 (amended) Offsetting Financial Assets and Financial Liabilities 
IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine 
At the date of authorisation of these financial statements, the following Standards and Interpretations which have not been applied  
in these financial statements were in issue but not yet effective (and in some cases had not yet been adopted by the EU): 
IFRS 9 Financial Instruments 
IFRS 15 Revenue from Contacts with Customers 
IFRS 11 (amended) Accounting for Acquisitions of Interest in Joint Operations 
IFRS 16 and IAS 38 (amended) Clarification of Acceptable Methods of Depreciation and Amortisation 
The Directors of the Company (the “Directors”) expect that the adoption of the standards listed above will not have a material impact 
on the financial statements of the Group in future periods, except that IFRS 9 and IFRS 15 will impact both the measurement and 
disclosures of Financial Instruments. Beyond the information above, it is not practicable to provide a reasonable estimate of the effect  
of these standards until a detailed review has been completed. 
3. Significant accounting policies 
Compliance with International Financial Reporting Standards 
The financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the 
European Union (“EU”) and therefore the Group financial statements comply with Article 4 of the EU IAS Regulation. IFRS includes the 
standards and interpretations approved by the International Accounting Standards Board (“IASB”) including International Accounting 
Standards (“IAS”) and interpretations issued by the International Financial Reporting Interpretations Committee (“IFRIC”). 
The accounting policies set out below have been applied in preparing the financial statements for the years ended 31 December 2013 
and 2014, with the exception of note 2. 
Basis of preparation 
These financial statements have been prepared on the historical cost basis. Historical cost is generally based on the fair value of the 
consideration given in exchange for the assets.  
   65 Foxtons Annual Report and Accounts 2014
 
  Foxtons Annual Report and Accounts 2014 65 
3. Significant accounting policies (continued) 
Basis of consolidation 
The financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) 
made up to 31 December each year. Control is achieved where the Company has the power over the investee; is exposed, or has rights, 
to variable return from its involvement with the investee; and has the ability to use its power to affect its returns. 
The results of subsidiaries acquired or disposed of during the year are included in the consolidated statement of comprehensive  
income from the date the Company gains control until the date when the Company ceases to control the subsidiary. Where necessary, 
adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by  
the Group. All intra-group transactions, balances, income and expenses are eliminated on consolidation. 
Going concern 
After making enquiries, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational 
existence for the foreseeable future, having considered the Company forecasts and projections, taking account of reasonably possible 
changes in trading performance and the current economic uncertainty. Accordingly, they have adopted the going concern basis in 
preparing the financial statements. Further detail is contained in the Directors’ Report on page 52. 
Business combinations  
Acquisitions of subsidiaries and businesses are accounted for using the acquisition method. The consideration for each acquisition  
is measured as the aggregate of the fair values (at the date of exchange) of assets given, liabilities incurred or assumed, and equity 
instruments issued by the Group in exchange for control of the acquiree. Acquisition-related costs are recognised in the consolidated 
statement of comprehensive income as incurred. 
The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3 (2008)  
are recognised at their fair value at the acquisition date.  
Goodwill 
Goodwill arising in a business combination is recognised as an asset at the date that control is acquired (the acquisition date). Goodwill 
is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interest in the acquiree and 
the fair value of the acquirer’s previously held equity interest (if any) in the entity over the net of the acquisition-date fair value of the 
identifiable assets acquired and the liabilities assumed. 
Goodwill is not amortised but is reviewed for impairment at least annually. For the purpose of impairment testing, goodwill is allocated 
to each of the Group’s cash-generating units (“CGUs”) expected to benefit from the synergies of the combination. CGUs to which 
goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be 
impaired. If the recoverable amount of the CGU is less than the carrying amount of the unit, the impairment loss is allocated first to 
reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the 
carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period. 
On disposal of a subsidiary, the attributable amount of goodwill is included in the determination of the profit or loss on disposal. 
Other intangible assets 
Intangible assets other than goodwill that are acquired by the Group, representing the acquired Foxtons brand name, are stated at  
cost less accumulated impairment losses. The brand name is considered to have an indefinite economic life because of the institutional 
nature of the brand name, its proven ability to maintain market leadership and profitable operations over long periods of time, and the 
Group’s commitment to develop and enhance its value. The carrying value of the brand is subject to an annual impairment review, and 
adjusted to its recoverable amount if required. 
Revenue recognition 
Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for services 
provided in the normal course of business, net of discounts (if any) and VAT. Revenue is generated from the Group’s operations which 
are wholly based in the UK.  Foxtons Annual Report and Accounts 2014 66
NOTES TO THE FINANCIAL STATEMENTS continued 
66 Foxtons Annual Report and Accounts 2014 
3. Significant accounting policies (continued) 
Rendering of services 
Commission earned on sales of residential property is recognised on exchange of contract. 
In connection with lettings, the Group offers the following services:  
(1) Securing the letting for the landlord including rent collection; and 
(2) Managing the letting on behalf of the landlord.  
Commissions earned on the above services are recognised as follows:  
(1) Commissions on securing the letting are recognised immediately subject to a deferral of revenue in recognition of the following: 
(a) a percentage of contracts have break clauses and may require a refund if the tenant breaks early for which the Group recognise 
an estimated refund liability based upon the historical experience of commission repayments over the last 12 months; and 
(b) the Group is contracted to provide a rent collection service for the estimated duration of the outstanding tenancies and the 
related revenue associated with the service is recognised on a straight-line basis over that period. 
(2) The management fee is billed and recognised monthly at a fixed percentage of the monthly rental.  
Commission earned on financial services is recognised when insurance policies go on risk and when mortgage contracts complete. 
Income from other services is recognised in the period or periods when the services are provided. Commission is recognised at fair  
value which takes account of expected future cancellations. 
Interest income  
The Group deposits its cash with reputable financial institutions. Interest income is recognised when it is probable that the economic 
benefits will flow to the Group and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by 
reference to the principal outstanding and at the effective interest rate applicable. The Group earns interest income on own funds  
which is shown as finance income. It also earns interest on client funds which is included within Lettings revenue. See note 30.  
Leases 
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the 
lessee. All other leases are classified as operating leases. 
Operating leases 
Rentals payable under operating leases are charged to income on a straight-line basis over the term of the relevant lease. In the event 
that lease incentives are received to enter into operating leases, such incentives are recognised as a liability. The aggregate benefit of 
incentives is recognised as a reduction of rental expense on a straight-line basis. 
Exceptional items 
As permitted by IAS 1: Presentation and Disclosure, certain items are presented separately in the consolidated statement of 
comprehensive income as exceptional where, in the judgement of the Directors, they need to be disclosed separately by virtue of  
their nature, size or incidence in order to obtain a clear and consistent presentation of the Group’s underlying business performance.  
IPO costs are an example of an item which may give rise to disclosure as an exceptional item. See note 11. No exceptional items  
were present in the year ended 31 December 2014. 
   67 Foxtons Annual Report and Accounts 2014
 
  Foxtons Annual Report and Accounts 2014 67 
3. Significant accounting policies (continued) 
Taxation 
The tax expense represents the sum of the tax currently payable and deferred tax. 
Current tax 
The tax currently payable is based on taxable profit for the period. Taxable profit differs from net profit as reported in the income 
statement because it excludes items of income or expense that are taxable or deductible in other periods and it further excludes items 
that are never taxable or deductible. The Group’s current tax liability is calculated at the statutory rate for the period which in the  
year ended 31 December 2014 is a blended rate of 21.5% (2013: 23.25%). 
Deferred tax 
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in  
the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the 
balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax 
assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary 
differences can be utilised.  
Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the  
initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable 
profit nor the accounting profit. 
Deferred tax liabilities are recognised for taxable temporary differences arising on investments except where the Group is able to control 
the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. 
The carrying amount of deferred tax assets is reviewed at each balance sheet date and amended to the extent that it is probable that 
sufficient taxable profits will be available to allow all or part of the asset to be recovered. 
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised 
based on tax laws and rates that have been enacted or substantively enacted at the balance sheet date. Deferred tax is charged or 
credited in the income statement, except when it relates to items charged or credited in other comprehensive income, in which case  
the deferred tax is also dealt with in other comprehensive income. 
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax 
liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax 
assets and liabilities on a net basis. 
   Foxtons Annual Report and Accounts 2014 68
NOTES TO THE FINANCIAL STATEMENTS continued 
68 Foxtons Annual Report and Accounts 2014 
3. Significant accounting policies (continued) 
Property, plant and equipment 
Property, plant and equipment are stated at cost less accumulated depreciation and any recognised impairment loss. 
Depreciation is recognised so as to write off the cost of assets (other than land and assets under construction) less their residual values 
over their useful lives, using the straight-line method, on the following bases: 
Leasehold improvements Over the term of the lease 
Fixtures, fittings and equipment Between 20% and 25% straight-line 
Motor vehicles 25% straight-line 
The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect  
of any changes in estimate accounted for on a prospective basis. 
The gain or loss arising on the disposal or scrappage of an asset is determined as the difference between the sales proceeds and the 
carrying amount of the asset and is recognised in the consolidated statement of comprehensive income. 
Capitalisation of expenditure on new branches totalled £5,042k (2013: £6,980k) and is reflected in leasehold improvements  
£4,341k (2013: £5,600k) and fixtures, fittings and equipment £701k (2013: £1,380k). Depreciation is charged on assets once the  
office set up is complete.  
Impairment of tangible and intangible assets excluding goodwill 
At each balance sheet date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there  
is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset  
is estimated to determine the extent of the impairment loss (if any). An intangible asset with an indefinite useful life is tested for 
impairment at least annually and whenever there is an indication that the asset may be impaired. 
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash 
flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value  
of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. 
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount  
of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in the 
consolidated statement of comprehensive income. 
Financial instruments 
Financial assets and financial liabilities are recognised in the Group’s consolidated statement of financial position when the Group 
becomes party to the contractual provisions of the instrument. 
Financial assets 
All financial assets are recognised and derecognised on a trade date where the purchase or sale of the financial asset is under a contract 
whose terms require delivery of the financial asset within the timeframe established by the market concerned and are initially measured 
at fair value plus transaction costs.  
All financial assets, other than cash and cash equivalents, are classified as loans and receivables. 
Loans and receivables 
Trade receivables, loans, and other receivables that have fixed or determinable payments that are not quoted in an active market  
are classified as ‘loans and receivables’. Loans and receivables are measured at amortised cost using the effective interest method,  
less any impairment. Interest income is recognised by applying the effective interest rate, except for short-term receivables when  
the recognition of interest would be immaterial. 
   69 Foxtons Annual Report and Accounts 2014
 
  Foxtons Annual Report and Accounts 2014 69 
3. Significant accounting policies (continued) 
Impairment of financial assets 
Financial assets are assessed for indicators of impairment at each balance sheet date. Financial assets are impaired where there is 
objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated 
future cash flows of the investment have been affected.  
For certain categories of financial asset, such as trade receivables, assets that are assessed not to be impaired individually are, in 
addition, assessed for impairment on a collective basis. Objective evidence of impairment for a portfolio of receivables could include  
the Group’s past experience of collecting payments as well as observable changes in national or local economic conditions that  
correlate with default on receivables. 
The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade 
receivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable is considered 
uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited 
against the allowance account. Changes in the carrying amount of the allowance account are recognised in the consolidated statement 
of comprehensive income. 
Financial liabilities and equity 
Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual 
arrangement.  
Equity instruments 
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities.  
Equity instruments issued by the Group are recognised at the proceeds received, net of direct issue costs. 
Other financial liabilities  
Other financial liabilities are initially measured at fair value, net of transaction costs.  
Other financial liabilities are subsequently measured at amortised cost using the effective interest method, with interest expense 
recognised on an effective yield basis.  
Effective interest method 
The effective interest method is used in calculating the amortised cost of a financial liability and of allocating interest expense over the 
relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life 
of the financial liability, or, where appropriate, a shorter period, to the net carrying amount on initial recognition. 
Derecognition of financial liabilities 
The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or they expire. 
Provisions 
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that 
the Group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.  
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the balance 
sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash 
flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows. 
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a rec eivable is 
recognised as an asset if it is virtually certain that reimbursem ent will be received and the amou nt of the receivable can be m easured reliably. 
   Foxtons Annual Report and Accounts 2014 70
NOTES TO THE FINANCIAL STATEMENTS continued 
70 Foxtons Annual Report and Accounts 2014 
4. Critical accounting judgements and key sources of estimation uncertainty 
In the application of the Group’s accounting policies, which are described in note 3, the Directors are required to make judgements, 
estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The 
estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual 
results may differ from these estimates. 
Critical judgements in applying the Group’s accounting policies 
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the 
period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the 
revision affects both current and future periods. 
The following are the critical judgements, apart from those involving estimations (which are dealt with separately below), that the 
Directors have made in the process of applying the Group’s accounting policies and that have the most significant effect on the  
amounts recognised in the financial statements. 
Revenue recognition – Estimate of lettings refund liability 
For those contracts with break clauses, there is judgement involved in determining the appropriate refund liability to be recognised  
in relation to the potentially refundable portion of the commission. Since the Group uses standard terms for its letting contracts, and  
its lettings business is focused in one geographical area (London), management considers its lettings portfolio to be a homogenous 
population and estimates the amount of the commission that will be refunded based upon historical data for all lettings contracts, 
which is considered reliable evidence supporting this judgement. The Group maintains robust data which demonstrates that patterns  
of rental behaviour do not change significantly period by period, and thus the Group believes that historical data is a relatively  
accurate proxy for future trends and circumstances.  
Useful economic life of the brand 
The Company completed the acquisition of 100% of the equity of Foxtons Intermediate Holdings on 30 March 2010. The Directors 
identified one material intangible asset: the Foxtons brand, which was deemed to have an indefinite life as there is no foreseeable  
limit to the period over which the asset is expected to generate cash inflows. 
Client funds 
Client monies and the associated liabilities are not shown on the consolidated balance sheet because the Company treats the monies as 
belonging to clients and not as its own funds. Client monies are held by the Company in specifically designated client accounts and,  
on that basis, the company expects that, in the event of the Company becoming insolvent, such monies would be ring-fenced and not 
be available to the Company’s creditors as a whole. They are not available for offset against any other account held with the bank. 
Treatment of client monies are subject to Association of Residential Lettings Agency Rules.  
   71 Foxtons Annual Report and Accounts 2014
 
  Foxtons Annual Report and Accounts 2014 71 
4. Critical accounting judgements and key sources of estimation uncertainty (continued) 
Key sources of estimation uncertainty 
The key assumptions concerning the future, and other key sources of estimation uncertainty at the balance sheet date, that have a 
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial period, are 
discussed below.  
Valuation of share options 
Equity-settled share-based payments to employees are measured at the fair value of the equity instruments at the grant date. The fair 
value excludes the effect of non-market-based vesting conditions. Details regarding the determination of the fair value of equity-settled 
share-based transactions are set out in note 31. 
The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the 
vesting period, based on the Group’s estimate of equity instruments that will eventually vest. At each balance sheet date, the Group 
revises its estimate of the number of equity instruments expected to vest as a result of the effect of non-market-based vesting 
conditions. The impact of the revision of the original estimates, if any, is recognised in profit or loss such that the cumulative expense 
reflects the revised estimate, with a corresponding adjustment to equity reserves. 
Impairment of goodwill and intangible assets 
Determining whether goodwill and intangible assets are impaired requires an estimation of the value in use of the CGUs to which 
goodwill has been allocated, and the group of CGUs to which intangible assets (i.e. the Foxtons brand) have been allocated. The value in 
use calculation requires the entity to estimate the future cash flows expected to arise from the CGU and a suitable discount rate in 
order to calculate present value. The carrying amount of goodwill and intangible assets at each balance sheet date was £118 million. 
There have been no impairments to the value of goodwill and intangible assets. See note 15 for details of the tests for impairment. 
5. Business and geographical segments 
Products and services from which reportable segments derive their revenues 
Management has determined the operating segments based on the monthly management pack reviewed by the Directors, which is  
used to assess both the performance of the business and to allocate resources within the entity. Management has identified that the 
Directors are the chief operating decision-makers in accordance with the requirements of IFRS 8 ‘Operating segments’. 
The operating and reportable segments of the Group are (i) Sales, (ii) Lettings and (iii) Mortgage Broking.  
The Sales segment generates commission on sales of residential property. The Lettings segment earns fees from the letting and 
management of residential properties and income from interest earned on tenants’ deposits. As these two segments operate out of the 
same premises and share support services, a significant proportion of costs have to be apportioned between the segments. The basis of 
apportionment used is headcount in each segment. 
The Mortgage Broking segment receives commission from the arrangement of mortgages and related products under contracts with 
financial service providers and receives administration fees from clients. 
Income/costs not allocated to an operating segment primarily relate to solicitors’ referral fees and rental of unused office space.  
The accounting policies of the operating segments are the same as the Group’s accounting policies described in note 3. Adjusted EBITDA 
represents the profit for the period earned by each segment before allocation of depreciation, finance income, finance costs, exceptional 
items, share based payments and debt repayment incentive scheme expense. This is the measure reported to the Directors for the 
purpose of resource allocation and assessment of segment performance. 
All revenue for the Group is generated from within the UK and there is no intra-group revenue. 
   Foxtons Annual Report and Accounts 2014 72
NOTES TO THE FINANCIAL STATEMENTS continued 
72 Foxtons Annual Report and Accounts 2014 
5. Business and geographical segments (continued) 
Segment revenues and results 
The following is an analysis of the Group’s revenue and results by reportable segment for the year ended 31 December 2014: 
 
Sales 
£’000
Lettings 
£’000
Mortgage 
Broking 
£’000
Total 
reportable 
segments 
£’000
Other  
£’000 
Consolidated 
£’000
Revenue 69,833 67,387 6,260 143,480 428 143,908
Adjusted EBITDA  23,226 21,813 736 45,775 425 46,200
Adjusted EBITDA margin 33.3% 32.4% 11.8% 31.9% 99.5% 32.1%
  
Depreciation   (4,125)
Profit on disposal of property, plant  
and equipment  39
Finance income  129
Share based payment charge  (96)
Profit before tax  42,148
The following is an analysis of the Group’s revenue and results by reportable segment for the combined year ended 31 December 2013: 
 
Sales 
£’000
Lettings 
£’000
Mortgage 
Broking 
£’000
Total 
reportable 
segments  
£’000
Other  
£’000 
Combined 
£’000
Revenue  67,416 66,360 4,938 138,714 467 139,181
Adjusted EBITDA  26,376 22,983 270 49,629 3 49,632
Adjusted EBITDA margin 39.1% 34.6% 5.5% 35.8% 35.7%
  
Depreciation  (3,687)
Loss on disposal of property, plant  
and equipment  (41)
Exceptional items  (3,155)
Debt repayment incentive scheme
1
  223
Finance income  104
Finance costs  (4,128)
Profit before tax  38,948
1 The debt repayment incentive scheme was introduced in the capital reorganisation of March 2010 in order to incentivise management to repay the senior debt as quickly 
as possible. The scheme was limited to a maximum payment of £5 million plus employers’ national insurance. The whole of this amount has been recorded as a charge to 
comprehensive income in the four years ended 31 December 2013. 
Segment assets and liabilities, including depreciation, amortisation and additions to non-current assets, are not reported to the 
Directors on a segmental basis and are therefore not disclosed. Goodwill and intangible assets have been allocated to reportable 
segments as described in note 15.  
 
  73 Foxtons Annual Report and Accounts 2014
 
  Foxtons Annual Report and Accounts 2014 73 
6. Profit and total comprehensive income for the period 
Profit and total comprehensive income for the period has been arrived at after charging/(crediting): 
 
2014  
£’000 
2013 
£’000
Operating leases 11,492 10,801
Depreciation of property, plant and equipment 4,125 3,495
Depreciation – finance leases – 192
(Gain)/loss on disposal of property, plant and equipment (39) 40
Impairment loss on trade receivables 465 521
Staff costs (see note 8) 61,664 55,711
7. Auditor’s remuneration 
 
2014  
£’000 
2013 
£’000
The audit of the Company 88 49
The audit of the Company’s subsidiaries 88 86
Total audit fees 176 135
Taxation compliance services 23 46
Other taxation advisory services 56 159
Other assurance services 3 3
Interim review 20 –
Corporate finance services – 878
Other services 55 48
Total non-audit fees 157 1,134
Details of the Company’s policy on the use of Auditors for non-audit services, the reasons why the Auditor was used rather than  
another supplier and how the Auditor’s independence and objectivity was safeguarded are set out in the Audit Committee report on 
page 36. No services were provided pursuant to contingent fee arrangements. The 2013 corporate finance services figure relates to  
a one-off expense for services in relation to the IPO. 
   Foxtons Annual Report and Accounts 2014 74
NOTES TO THE FINANCIAL STATEMENTS continued 
74 Foxtons Annual Report and Accounts 2014 
8. Staff costs 
The average monthly number of full-time equivalent employees (including Executive Directors) was: 
2014  
Number 
2013 
Number
Sales 806 722 
Administration 464 423 
 1,270 1,145 
Their aggregate remuneration comprised: 
2014  
£’000 
2013 
£’000
Wages and salaries 55,257 50,124
Social security costs 6,168 5,587
Pension costs 239 –
 61,664 55,711
9. Finance income 
2014  
£’000 
2013 
£’000
Interest income on bank deposits 129 104
Total 129 104
10. Finance costs 
2014  
£’000 
2013 
£’000
Interest on loans – 4,111 
Interest on obligations under finance leases –  7 
Commitment fee – 10 
Total – 4,128
11. Exceptional items 
The following table provides a breakdown of exceptional items: 
2014  
£’000 
2013 
£’000
Exceptional expense  
IPO costs – 3,155 
Total exceptional items – 3,155 
The substantial majority of the above costs are not deductible for tax so there is no significant tax impact of exceptional items in 2013. 
One-off IPO costs 
In September 2013, Foxtons Group plc floated on the London Stock Exchange. One-off IPO costs totalled £5.2 million of which  
£3.2 million was charged to the income statement and £2.0 million charged to the share premium account as being directly related 
to the newly issued shares. See note 25.   75 Foxtons Annual Report and Accounts 2014
 
  Foxtons Annual Report and Accounts 2014 75 
12. Tax 
 
2014  
£’000 
2013 
£’000
Current tax  
Current period UK corporation tax 8,967 10,767
Adjustments in respect of prior periods (51) (138)
Total current tax 8,916 10,629
Deferred tax  
Origination and reversal of temporary differences (519) (1,127)
Impact of change in tax rate – (2,869)
Adjustment in respect of prior periods 309 167
Total deferred tax (210) (3,829)
Tax on profit on ordinary activities 8,706 6,800
Corporation tax for the year ended 31 December 2014 is calculated at 21.5% (year ended 31 December 2013: 23.25%) of the estimated 
taxable profit for the period.  
On 1 April 2013, the UK corporate tax rate was reduced from 24% to 23%. From 1 April 2014, the UK corporate tax rate fell to 21%. 
The Finance Act 2013 provides for a reduction in the UK corporation tax rate to 20% from 1 April 2015. The opening deferred tax 
balances for the year ending 31 December 2013 were calculated using the corporation tax rate of 20% as most temporary differences 
were expected to reverse after 1 April 2015. 
The deferred tax adjustment in respect of prior periods relates to capital allowances for the year ended 31 December 2013. 
The charge for the period can be reconciled to profit in the consolidated statement of comprehensive income as follows: 
 
2014  
£’000 
2013 
£’000
Profit before tax 42,148 38,948
Tax at the UK corporation tax rate (see above) 9,062 9,047
Tax effect of expenses that are not deductible in determining taxable profit 135 1,836
Capital allowances in excess of depreciation 10 (16)
Offset of losses brought forward (308) (44)
Other short-term timing differences 68 (56)
Adjustment in respect of previous periods – current tax (51) (138)
Adjustment in respect of previous periods – deferred tax 309 167
Impact on deferred tax of change in tax rate – (2,869)
Origination and reversal of timing differences (519) (1,127)
Tax on profit on ordinary activities 8,706 6,800
Group relief is claimed and surrendered between Group companies for consideration equal to the tax benefit with the exception of 
group relief claimed by Foxtons Limited from Adnams BBPM Holdings Limited (Foxtons Group plc’s immediate parent prior to 
completion of the IPO). In the year ended 31 December 2013, the Group received tax losses from Adnams BBPM Holdings Limited  
which generated Group relief of £2.1 million reducing the corporation tax liability for the year. In the year ended 31 December 2014,  
a nominal payment of £5k (2013: £57k) was made for this prior year relief and the net benefit was treated as a capital contribution  
(see consolidated statement of changes in equity). 
   Foxtons Annual Report and Accounts 2014 76
NOTES TO THE FINANCIAL STATEMENTS continued 
76 Foxtons Annual Report and Accounts 2014 
13. Dividends 
2014  
£’000 
2013 
£’000
Amounts recognised as distributions to equity holders in the period:  
Final and special dividends year ended 31 December 2013: 5.44p per ordinary share 15,351 –
Interim and special dividends year ended 31 December 2014: 4.54p per ordinary share 12,788 –
 28,139 –
For 2014, the Board recommends a final dividend of 3.17p per ordinary share (£8.9 million) and a special dividend of 1.99p per ordinary 
share (£5.6 million) to be paid in May 2015. These financial statements do not reflect these dividends payable. 
14. Earnings per share 
2014  
£’000 
2013 
£’000
Earnings for the purposes of basic and diluted earnings per share being profit for the year  33,442 32,148
Adjusted for:  
Exceptional items (see note 11) –  3,155
Share based payments charge 96 –
Adjusted earnings 33,538 35,303 
  
Number of shares  
Weighted average number of ordinary shares for the purposes of basic earnings per share 281,890,167  264,586,475 
Effect of dilutive potential ordinary shares 102,964 – 
Weighted average number of ordinary shares for the purpose of diluted earnings per share 281,993,131 264,586,475
Basic earnings per share (in pence per share) 11.9  12.2
Diluted earnings per share (in pence per share) 11.9  12.2
Adjusted basic earnings per share (in pence per share) 11.9  13.3
Adjusted diluted earnings per share (in pence per share) 11.9 13.3 
   77 Foxtons Annual Report and Accounts 2014
 
  Foxtons Annual Report and Accounts 2014 77 
15. Intangible assets 
(a) Goodwill 
 £’000
Cost and carrying amount 
At 1 January 2013, 31 December 2013 and 2014 19,168
Goodwill for the years ended 31 December 2013 and 2014 has been allocated to segments as follows: Sales £9,819k, Lettings  
£9,349k and Mortgage Broking (£nil).  
(b) Other intangible assets 
 
Brand 
£’000
Cost and carrying amount 
At 1 January 2013, 31 December 2013 and 2014 99,000
The goodwill and other intangible assets reco gnised arose on the acquisition of Foxtons Intermediate Holdings Limited and its s ubsidiaries. 
The recoverable amount of the above has been calculated using value in use determined from cash flow projections from formally 
approved budgets and forecasts covering a two year period for each cash-generating unit. The key assumptions in determining the cash 
flows are expected changes in sales and lettings volumes and direct costs to be incurred during the forecast period. These assumptions 
are based upon a combination of past experience of recently observable trends and expectations of future changes in the market.  
To evaluate the recoverable amount of each CGU or group of CGUs, a terminal value has been assumed after the second year and 
includes a growth rate in the cash flows of 2% for the year ended 31 December 2014 (year ended 31 December 2013: 2%) into 
perpetuity. The discount rates used reflect the risks specific to the CGUs.  
The brand asset has been tested for impairment by aggregating the value in use amounts computed in the goodwill impairment test  
for each CGU, being the aggregation of Sales and Lettings. This grouping of CGUs represents the lowest level at which management 
monitors the brand internally, and reflects the way in which the brand asset is viewed as relating to the Sales and Lettings segments  
as a whole, rather than being allocated to each segment on an arbitrary basis.  
The calculated value in use for Sales is £201 million (2013: £340 million), for Lettings £322 million (2013: £296 million) and for the 
aggregation of Sales and Lettings is £523 million (2013: £636 million). The rate used to discount cash flows from Sales is 10.67%  
(2013: 10.45%), from Lettings is 10.17% (2013: 9.95%) and from the aggregation of Sales and Lettings is 10.42% (2013: 10.2%).  
The headroom taken from the calculation was significant, with Sales at £175 million (2013: £286 million), for Lettings £295 million 
(2013: £335 million) and for the aggregation of Sales and Lettings, £379 million (2013: £522 million). The calculations were flexed  
for reasonable changes in the underlying assumptions which did not indicate the assets should be impaired. There have been no 
indicators of impairment for either goodwill or the brand asset during the periods presented. 
   Foxtons Annual Report and Accounts 2014 78
NOTES TO THE FINANCIAL STATEMENTS continued 
78 Foxtons Annual Report and Accounts 2014 
16. Property, plant and equipment 
 
Leasehold 
improvements 
£’000
Fixtures, 
fittings and 
equipment 
£’000
Motor 
vehicles 
£’000
Assets under 
construction 
£’000 
Total 
£’000
Cost   
At 1 January 2014 21,214 8,931 1,862 720 32,727
Additions 28 935 515 5,662 7,140
Disposals – (10) (844) – (854)
Reclassification/transfer 4,341 701 – (5,042) –
At 31 December 2014 25,583 10,557 1,533 1,340 39,013
 
 
Leasehold 
improvements 
£’000
Fixtures, 
fittings and 
equipment 
£’000
Motor 
vehicles 
£’000
Assets under 
construction 
£’000 
Total 
£’000
Accumulated depreciation  
At 1 January 2014 5,804 4,915 671 – 11,390
Charge for the period 2,177 1,495 453 – 4,125
Disposals – (10) (559) – (569)
At 31 December 2014 7,981 6,400 565 – 14,946
 
 
Leasehold 
improvements 
£’000
Fixtures, 
fittings and 
equipment 
£’000
Motor 
vehicles 
£’000
Assets under 
construction 
£’000 
Total 
£’000
Carrying amount  
At 31 December 2014 17,602 4,157 968 1,340 24,067
At 1 January 2014 15,410 4,016 1,191 720 21,337
 
   79 Foxtons Annual Report and Accounts 2014
 
  Foxtons Annual Report and Accounts 2014 79 
16. Property, plant and equipment (continued) 
 
Leasehold 
improvements 
£’000
Fixtures, 
fittings and 
equipment 
£’000
Motor  
vehicles  
£’000 
Assets under 
construction 
£’000 
Total 
£’000
Cost    
At 1 January 2013  16,010 6,733  2,184   1,973   26,900
Additions 6 818 839 5,727 7,390
Disposals (402) – (1,161) – (1,563)
Reclassification/transfer 5,600 1,380 – (6,980) –
At 31 December 2013 21,214 8,931 1,862 720 32,727
 
 
Leasehold 
improvements 
£’000
Fixtures, 
fittings and 
equipment 
£’000
Motor  
vehicles  
£’000 
Assets under 
construction 
£’000 
Total 
£’000
Accumulated depreciation   
At 1 January 2013  4,105 3,638 1,026  –  8,769 
Charge for the period 1,891 1,277 519 – 3,687
Disposals (192) – (874) – (1,066)
At 31 December 2013 5,804 4,915 671 – 11,390
 
 
Leasehold 
improvements 
£’000
Fixtures, 
fittings and 
equipment 
£’000
Motor  
vehicles  
£’000 
Assets under 
construction 
£’000 
Total 
£’000
Carrying amount   
At 31 December 2013 15,410 4,016 1,191 720 21,337
At 1 January 2013 11,905 3,095 1,158 1,973 18,131
The Group has finance leases with the following carrying values: 
Leasehold 
improvements 
£’000
Fixtures, 
fittings and 
equipment 
£’000
Motor  
vehicles  
£’000 
Assets under 
construction 
£’000 
Total 
£’000
Carrying amount of finance leases   
At 31 December 2013 – – – – –
At 1 January 2013 – – 387 – 387
   Foxtons Annual Report and Accounts 2014 80
NOTES TO THE FINANCIAL STATEMENTS continued 
80 Foxtons Annual Report and Accounts 2014 
17. Subsidiaries 
A list of the investments in subsidiaries is included below: 
Name  
Place of 
incorporation  
and operation Principal activity
Proportion of 
 ownership interest  
held in ordinary 
 shares % 
Proportion of 
voting power 
held %
Foxtons Intermediate Holdings Limited United Kingdom Holding company 100% 100%
Foxtons Operational Holdings Limited United Kingdom Holding company 100% 100%
Foxtons Limited United Kingdom Estate agency 100% 100%
Alexander Hall Associates Limited United Kingdom Mortgage broker 100% 100%
Alexander Hall Direct Limited United Kingdom Dormant 100% 100%
18. Trade and other receivables 
2014  
£’000 
2013 
£’000
Trade receivables 12,131 13,997
Allowance for doubtful debts (1,812) (1,749)
Net trade receivables 10,319 12,248
Other debtors 448 483
 10,767 12,731
Trade receivables disclosed above are classified as loans and receivables and are therefore measured at amortised cost. 
Trade and other receivables are all current and any fair value difference is not material. Trade receivables are considered past due once 
they have passed their contracted due date. 
Amounts invoiced to customers on exchange of sales contract or signing of lettings contract are due immediately, albeit in the case  
of lettings they may be collected over time through initial rental payments received. For sales, the vast majority of our receivables are 
received directly from the conveyancing lawyer working on behalf of the vendor. These processes facilitate the prompt collection  
of receivables. Our negotiators track payment and are incentivised to collect these receivables promptly as commission is based on 
amounts received in cash. Should a debt become 21 days overdue this is referred to our legal department unless there is a valid reason 
to the contrary. Outstanding debts are also monitored by Branch Managers and Area Directors. The finance team liaises closely with  
the legal team and is notified should it be decided that a debt is unlikely to be recovered. The Group has recognised an allowance for 
doubtful debts of 100% against all receivables over 180 days because historical experience has been that receivables which are past due 
beyond 180 days are not recoverable. Allowances against doubtful debts recognised against trade receivables between 30 days and  
180 days are based on estimated irrecoverable amounts when information comes to our attention that a receivable is irrecoverable. 
The Group does not hold any collateral or other credit enhancements over any of its trade receivables nor does it have a legal right of 
offset against any amounts owed by the Group to the counterparty. 
Trade receivables disclosed above include amounts which are past due at the reporting date but against which the Group has not 
recognised an allowance for doubtful receivables as we are not aware of any information to suggest that there has been a significant 
change in credit quality and consequently the amounts are still considered recoverable. 
Trade debtor days at the year end were 26 days (2013: 31 days). 
   81 Foxtons Annual Report and Accounts 2014
 
  Foxtons Annual Report and Accounts 2014 81 
18. Trade and other receivables (continued) 
Movement in the allowance for doubtful debts 
Foxtons Group plc 
Allowance 
for doubtful 
debts 
£’000
At 1 January 2013 (2,131)
Amounts provided for during the period (521)
Amounts utilised during the period 903
At 31 December 2013 (1,749)
Amounts provided for during the period (465)
Amounts utilised during the period 402
At 31 December 2014 (1,812)
The concentration of credit risk is limited due to the customer base being large and unrelated.  
The Directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value. 
Ageing of receivables 
2014 2013 
Gross trade 
receivables
£’000
Impairment 
£’000
Net trade 
receivables
£’000
Gross trade 
receivables 
£’000 
Impairment 
£’000 
Net trade 
receivables
£’000
0 – 30 days 7,445 – 7,445 8,439 – 8,439
30 – 60 days 1,228 – 1,228 2,578 – 2,578
61 – 90 days  592 – 592 705 – 705
91+ days 2,866 (1,812) 1,054 2,275 (1,749) 526
 12,131 (1,812) 10,319 13,997 (1,749) 12,248
The analysis of the age of financial assets which are past due at the end of the reporting period but not impaired is shown above as  
“net trade receivables”. All of the receivables in the table above are past due but not impaired, with the exception of those included in 
the category 91+ days.  Foxtons Annual Report and Accounts 2014 82
NOTES TO THE FINANCIAL STATEMENTS continued 
82 Foxtons Annual Report and Accounts 2014 
19. Borrowings 
(i) During 2013, the Group made voluntary repayment totalling £10 million before full repayment of the senior and subordinate debt  
was made using the proceeds from the share issue on listing.  
Interest was payable on these loans at the rate of LIBOR plus margin and mandatory costs as prescribed in the loan agreement.  
An element of the subordinated margin was non-cash and rolled up into the loan. 
The loans were variable interest rate debt with repayment periods not exceeding five years. 
(ii) Finance lease liabilities are secured by the assets leased.  
The weighted average interest rates paid during the period were as follows: 
2014  
% 
2013 
%
Senior debt – 5.5
Subordinated debt – 10.5
Finance lease liabilities – 2.9
20. Deferred tax 
Deferred tax assets and liabilities are only offset where the Group has a legally enforceable right to do so. The following is the analysis of 
the deferred tax balances (after offset) for financial reporting purposes: 
2014  
£’000 
2013 
£’000
Deferred tax assets 876 666
Deferred tax liabilities (19,800) (19,800)
 (18,924)  (19,134)
Deferred tax liabilities relate to the intangible asset, the Foxtons brand, which has an indefinite life. This deferred tax liability will not 
reverse unless the Foxtons brand is impaired, in which case the liability would be released to profit and loss, or sold by the Group, which 
would result in a cash outflow. 
   83 Foxtons Annual Report and Accounts 2014
 
  Foxtons Annual Report and Accounts 2014 83 
20. Deferred tax (continued) 
The following are the major deferred tax liabilities and assets recognised by the Group and movements thereon during the current and 
prior reporting periods. 
Foxtons Group plc 
Fixed 
assets
£’000
Other 
temporary 
differences
£’000
Tax losses 
carried 
forward 
£’000 
Intangible 
assets 
£’000 
Total
£’000
At 1 January 2013  349 (636) 94  (22,770)  (22,963) 
(Charge)/credit to profit or loss (29) 982 (94) 2,970 3,829
At 31 December 2013 320 346 – (19,800) (19,134)
(Charge)/credit to profit or loss (281) 44 447 – 210
At 31 December 2014 39 390 447 (19,800) (18,924)
Deferred tax assets have been recognised in respect of all tax losses and other temporary differences to the extent that it is probable 
that these assets will be recovered through future taxable profits.  
Tax losses carried forward 
A deferred tax asset totalling £0.4 million has been recognised in relation to tax losses carried forward. This relates to £0.4 million of unused  
tax losses in Alexander Hall Associates Limi ted and £1.9 million of unused tax losses in Foxtons Intermediate Holdings Limited at 31 December 
2014, both of which were previously unrecognised in the prior ye ar (31 December 2013: unused tax losses of £1.2 million and £43 .7 million 
respectively). During 2014, the Group has offset losses of £0.8 million in relation to Alexander Hall Associates Limited and £0 .8 million of losses 
in relation to Foxtons Intermediate Holdings Limited against profits recognised in the current year. Foxtons Intermediate Holdi ng Limited has  
a further £41.0 million of unused tax losses for which a deferred tax asset has not been recognised on the basis that it is not considered probable 
that there will be future taxable profits available. These losses may be carried forward indefinitely. 
21. Trade and other payables 
 
2014  
£’000 
2013 
£’000
Trade creditors 1,091  2,162
Social security and other taxes 2,737  2,672
VAT 889  1,892
Accruals 3,082 3,502
Other creditors 210  160
 8,009  10,388 
The Directors consider that the carrying amount of trade payables approximates their fair value. The average trade creditor days as at 31 
December 2014 were 13 days (31 December 2013: 18 days). 
   Foxtons Annual Report and Accounts 2014 84
NOTES TO THE FINANCIAL STATEMENTS continued 
84 Foxtons Annual Report and Accounts 2014 
22. Provisions 
Foxtons Group plc 
Sales 
provision
£’000
Other 
provisions 
£’000 
Total 
£’000
At 1 January 2014 63 94 157
Increase in provision 99 21 120
Utilisation of provision (58) (90) (148)
At 31 December 2014 104 25 129
At each consolidated balance sheet date all provisions are classified as current liabilities. 
Sales provision 
This relates to the repayment of commissions within Alexander Hall Associates Limited which are expected to be used within the 
following four years.  
Other provisions 
These are incurred in the ordinary course of business and primarily includes the complaints provision. This provision relates to 
unresolved client complaints which may result in compensation. 
23. Share capital 
2014  
£’000 
2013 
£’000
Authorised, allotted, issued and fully paid:  
282,176,468 ordinary shares of £0.01 each 2,822 2,822
 2,822 2,822
24. Own shares held 
 
Own shares 
held
 £’000
Balance at 1 January 2014 –
Acquired in the period 1,540
Balance at 31 December 2014 1,540
The own shares reserve represents the cost of shares in Foxtons Group plc purchased in the market and held by the Foxtons Group plc 
Employee Benefit Trust to satisfy options under the group’s share options schemes (see note 31). The number of ordinary shares held  
by the Employee Benefit Trust at 31 December 2014 was 500,000 (2013: nil). 
   85 Foxtons Annual Report and Accounts 2014
 
  Foxtons Annual Report and Accounts 2014 85 
25. Share premium account 
 
Share 
premium 
£’000
Balance at 1 January 2013 –
Premium arising on issue of equity shares 54,761
One-off IPO costs charged directly to equity (2,034)
Balance at 31 December 2013 and 31 December 2014 52,727
26. Notes to the cash flow statement 
 
2014  
£’000 
2013 
£’000
Operating profit 42,019 42,972
Adjustments for:  
Depreciation of property, plant and equipment 4,125  3,687 
(Gain)/loss on disposal of property, plant and equipment (39)  40
(Decrease)/increase in provisions (28)  30
Share based payment cost 96 –
IPO costs incurred – 3,155
Operating cash flows before movements in working capital 46,173  49,884 
Decrease/(increase) in receivables 2,398 (2,153)
(Decrease)/increase in payables (2,700) 709
Cash generated by operations 45,871  48,440 
Expensed IPO costs paid – (3,155)
IPO costs paid taken directly to equity – (2,034)
Income taxes paid (10,324)  (6,161)
Net cash from operating activities 35,547 37,090 
Cash and cash equivalents 
 
2014  
£’000 
2013 
£’000
Cash and cash equivalents 22,533 23,352
Cash and cash equivalents comprise cash and short-term bank deposits with an original maturity of three months or less, net of 
outstanding bank overdrafts. The carrying amount of these assets is approximately equal to their fair value. Cash and cash equivalents 
excludes client monies. See note 30. 
   Foxtons Annual Report and Accounts 2014 86
NOTES TO THE FINANCIAL STATEMENTS continued 
86 Foxtons Annual Report and Accounts 2014 
27. Operating lease arrangements 
The Group as lessee 
2014  
£’000 
2013 
£’000
Lease payments under operating leases recognised as an expense in the period 11,492 10,801
At the balance sheet date, the Group had outstanding commitments for future minimum lease payments under non-cancellable 
operating leases, which fall due as follows: 
2014  
£’000 
2013 
£’000
Within one year 9,856 9,810
In the second to fifth years inclusive 29,651 27,359
After five years 31,280 29,155
 70,787 66,324
Operating lease payments represent rentals payable by the Group for certain of its office properties and cars under contract hire.  
Leases on offices are negotiated for an average term of 15 years and rentals are fixed for an average of five years. 
The Group as lessor 
2014  
£’000 
2013 
£’000
Lease receipts under operating leases recognised in the period 317 317
At the balance sheet date, third parties had outstanding commitments due to the Group for future minimum lease payments under 
non-cancellable operating leases, which fall due as follows: 
2014  
£’000 
2013 
£’000
Within one year 300 317
In the second to fifth years inclusive 1,030 1,091
After five years 419 660
 1,749 2,068
Operating lease payments represent rentals payable to the Group for certain recharges for rental of a proportion of its office properties. 
   87 Foxtons Annual Report and Accounts 2014
 
  Foxtons Annual Report and Accounts 2014 87 
28. Financial instruments 
Capital risk management 
The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximising the 
return to Shareholders. 
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to Shareholders, return capital 
to Shareholders, issue new shares or negotiate debt facilities. 
The capital structure of the Group consists of equity attributable to equity holders of the parent, comprising issued capital, reserves  
and retained earnings.  
A regulated subsidiary of the Group, Alexander Hall Associates Limited, is subject to externally imposed capital requirements. The 
required amount is calculated as 2.5% of the subsidiary’s annual revenue as defined by the Financial Conduct Authority. As at 31 
December 2014, the threshold was £153,000, which is immaterial to the Group. 
Gearing ratio 
The gearing ratio at each period end is as follows: 
 
2014  
£’000 
2013 
£’000
Cash and cash equivalents 22,533  23,352
Net funds/(debt) 22,533  23,352
Equity 146,290  142,448 
Net cash to equity ratio (15)% (16)%
Equity includes all capital and reserves of the Group that are managed as capital. 
Categories of financial instruments 
 
2014  
£’000 
2013 
£’000
Financial assets  
Cash and bank balances 22,533 23,352
Loans and receivables  10,767 12,731 
Financial liabilities  
Financial liabilities recorded at amortised cost (5,271) (7,717)
Financial risk management objectives 
The Group closely monitors cash requirements to ensure sufficient funds are held for the operations of the Group.  
Interest rate risk management 
The Group is exposed to interest rate risk because entities in the Group earn interest on client deposits (see note 30). Prior to IPO,  
this exposure was partially offset by borrowings based on LIBOR, as the Group did not have any financial instruments in place to  
hedge against interest rate movements. 
The Group’s exposures to interest rates on financial assets and financial liabilities are detailed in the liquidity risk management section 
of this note. 
   Foxtons Annual Report and Accounts 2014 88
NOTES TO THE FINANCIAL STATEMENTS continued 
88 Foxtons Annual Report and Accounts 2014 
28. Financial instruments (continued) 
Interest rate sensitivity analysis 
The sensitivity analyses below have been determined based on the exposure to interest rates for non-derivative instruments at the 
balance sheet date. For floating rate liabilities, the analysis is prepared assuming the amount of liability outstanding at balance sheet 
date was outstanding for the whole period.  
If interest rates had been 1% higher/lower and all other variables were held constant, the Group’s profit before tax and total equity for 
the 12 months ended 31 December 2014 would increase/decrease by £0.8 million (year ended 31 December 2013: decrease/increase  
by £0.2 million). This increase in variability is due to the Company now being debt free so that there is no natural hedge against client 
deposits. This contrasts to the prior year where the Group’s exposure to interest rates on its client funds was offset partially by interest 
paid on variable rate borrowings. 
Credit risk management 
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group.  
Trade receivables consist of a large number of customers and are monitored on an ongoing basis.  
The Group does not have any significant credit risk exposure to any single counterparty or any group of counterparties having similar 
characteristics. The Group defines counterparties as having similar characteristics if they are related entities. Concentration of credit  
risk to any counterparty did not exceed 1% of gross monetary assets at any time during the period.  
The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings assigned by international credit-
rating agencies.  
The carrying amount of financial assets recorded in the financial statements, which is net of impairment losses, represents the Group’s 
maximum exposure to credit risk as no collateral or other credit enhancements are held. 
Client funds (see note 30) are held with three reputable financial institutions. The credit risk of banks cannot be totally eliminated. 
However, as the funds are client monies there is the additional protection of the Financial Services Compensation Scheme (FSCS)  
under which the government guarantees amounts up to £85k each. This guarantee applies to each individual client’s deposit monies,  
not the sum total on deposit. 
Liquidity risk management 
Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has established an appropriate liquidity 
risk management framework for the management of the Group’s short, medium and long-term funding and liquidity management 
requirements. The Group manages liquidity risk by maintaining adequate reserves, by continuously monitoring forecast and actual  
cash flows, and by matching the maturity profiles of financial assets and liabilities.  
The inclusion of information on non-derivative financial assets is necessary to understand the Group’s liquidity risk management as the 
liquidity is managed on a net asset and liability basis.  
   89 Foxtons Annual Report and Accounts 2014
 
  Foxtons Annual Report and Accounts 2014 89 
28. Financial instruments (continued) 
The Group’s non-derivative financial assets consist of cash and trade and other receivables. The Group’s expected maturity for its non-
derivative financial assets is less than one month as trade receivables are payable on exchange.  
 
Less than 
1 month
£’000
31 December 2014 
Cash and cash equivalents 22,533
Trade and other receivables  10,767
 33,300
31 December 2013 
Cash and cash equivalents 23,352
Trade and other receivables  12,731
 36,083
The Group only holds Level 2 financial instruments as detailed by IFRS 13 and therefore does not hold any financial instruments 
categorised as either Level 1 or Level 3 financial instruments. There have also been no transfers of assets or liabilities between levels of 
the fair value hierarchy.  
Management considers that the book value of financial assets and liabilities recorded at amortised cost and their fair value are 
approximately equal.  
The book value and fair value of the Group’s financial assets, liabilities and derivative financial instruments are as follows: 
 
2014
£’000
2013
£’000
Cash and cash equivalents 22,533 23,352
Trade and other receivables 10,767 12,731
Trade and other payables (8,009) (10,388) 
   Foxtons Annual Report and Accounts 2014 90
NOTES TO THE FINANCIAL STATEMENTS continued 
90 Foxtons Annual Report and Accounts 2014 
29. Related party transactions 
Balances and transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation 
and are not disclosed in this note.  
Trading transactions 
During the prior year, Group companies entered into the following transactions with related parties who are not members of the Group: 
2014  
£’000 
2013 
£’000
Interest on loan  
FSFV Limited – 3,185
Mizuho Corporate Bank Ltd – 428
Agency fee  
Mizuho Corporate Bank Ltd – 42
Commitment fee  
Mizuho Corporate Bank Ltd – 10
The following amounts were outstanding at the balance sheet date: 
Amounts owed to  
related parties 
2014  
£’000 
2013 
£’000
FSFV Limited – –
Mizuho Corporate Bank Ltd – –
From October 2010 until repayment in 2013, FSFV Limited (“FSFV”) held 100% of the subordinated debt. FSFV is wholly-owned  
by funds advised by BC Partners. Funds advised by BC Partners also ultimately hold 7.0% of the equity in the Company via CIE 
Management II Limited. During the year ended 31 December 2013 principal repayments of £42.2 million were made on the  
subordinated debt. 
Mizuho held part of the senior debt from October 2010 until repayment in 2013, during the year ended 31 December 2013 the 
outstanding debt was fully repaid, with payments totalling £13.7 million. Mizuho owned 25% of the share capital of the Company  
until 14 March 2012, at which point it realised its interest.  
Remuneration of key management personnel 
The remuneration of the key management personnel of the Group is set out below in aggregate for each of the categories specified  
in IAS 24: Related Party Disclosures. We have redefined our definition of key management personnel in the year, which is now defined  
as the Executive Directors and Non-Executive Directors of Foxtons Group PLC and the Chief Operating Officer of Foxtons Limited.  
Prior year comparatives have been restated accordingly. 
2014  
£’000 
Restated
2013 
£’000
Directors’ remuneration – short-term employee benefits 1,648 1,383
   91 Foxtons Annual Report and Accounts 2014
 
  Foxtons Annual Report and Accounts 2014 91 
30. Client monies 
At 31 December 2014, client monies (all held by Foxtons Limited) in approved bank and building society accounts amounted to  
£82.8 million (31 December 2013: £81.1 million). Neither this amount nor the matching liabilities to the clients concerned is included  
in the consolidated balance sheet. Foxtons Limited’s terms and conditions provide that interest income on these deposits accrues to  
the Company. 
Client funds are protected by the Financial Services Compensation Scheme (“FSCS”) under which the government guarantees amounts 
up to £85,000 each. This guarantee applies to each individual client’s deposit monies, not the sum total on deposit. 
31. Share based payments 
Equity-settled share option scheme 
The Company has a share option scheme for employees of the Group. The award has been made in the form of an option with a nil 
option price. The vesting period is under three years. If the options remain unexercised after a period of ten years from the date of  
grant the options expire. The treatment of leavers before options vest is determined by good leaver/bad leaver provisions detailed in  
the plan rules as set out in the table on page 43. 
Employer’s NI is being accrued, where applicable, at the rate of 13.8% which management expects to be the prevailing rate at the time 
the options are exercised. The total NI charge for the year was £11,582 (2013: £nil).  
Details of the share options outstanding during the year are as follows.  
 2014 
 
Number of 
share options 
Weighted 
average 
exercise price
(in £)
Outstanding at beginning of period – –
Granted during the period 1,609,652 £nil
Outstanding at the end of the period 1,609,652 £nil
Exercisable at the end of the period – –
The options outstanding at 31 December 2014 had a weighted average remaining contractual life of 10 years. In 2014, options were 
granted on 23 September 2014. The aggregate of the estimated fair values of the options granted is £2.5 million. The inputs into the 
Black-Scholes and Monte Carlo models are as follows: 
 2014
Weighted average share price 221p
Weighted average exercise price Nil
Expected volatility 27%
Expected life 2.44 years
Risk-free rate 0.5%
Expected dividend yield 5.9%
Expected volatility was determined by calculating the historical volatility of the share price of comparable listed companies over the 
previous 2.44 years. This is estimated based on comparable companies in line with IFRS 2 as there was insufficient historical information 
for Foxtons as it listed in September 2013. The expected life used in the model has been adjusted, based on management’s best 
estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations. 
   Foxtons Annual Report and Accounts 2014 92
NOTES TO THE FINANCIAL STATEMENTS continued 
92 Foxtons Annual Report and Accounts 2014 
31. Share based payments (continued) 
The Group recognised total expenses of £95,513 (£83,931 net of NI) in the year ended 31 December 2014 (2013: £nil) related to  
equity-settled share-based payment transactions. 
A summary of the main features of each scheme is given below.  
Long term incentive plan (LTIP) 
Awards are subject to market and non-market performance conditions and vest over a three year period, with discretion available to  
the Remuneration Committee.  
Senior management long term incentive plan (SLTIP) 
Awards are subject to market and non-market performance conditions and vest over a three year period, with discretion available to  
the Remuneration Committee.  
Restricted share incentive plan (RSIP) 
Awards are subject to non-market performance conditions and vest over a three year period, with discretion available to the 
Remuneration Committee.  
32. Net free cash flow 
Net free cash flow is used as a measure of financial performance and is highlighted on page 1. It is defined as net cash from operating 
activities less net cash used in investing activities exclusive of exceptional items. 
Notes
2014  
£’000 
2013 
£’000
Net cash from operating activities 26 35,547 37,090
Investing activities  
Interest received 129 104
Proceeds on disposal of property, plant and equipment 324 457
Purchases of property, plant and equipment (7,140) (7,390)
Net cash used in investing activities (6,687) (6,829)
Excluding exceptional costs paid  
Expensed IPO costs paid – (3,155)
IPO costs paid directly taken to equity – (2,034)
Net cash used in exceptional activities – (5,189)
Other adjusting items: purchase of own shares 24 (1,540) –
Net free cash flow 27,320 35,450
  93 Foxtons Annual Report and Accounts 2014
PARENT COMPANY BALANCE SHEET 
 
  Foxtons Annual Report and Accounts 2013 93 
 
Notes 
2014  
£’000 
Restated
(note 38)
2013 
£’000
Fixed assets   
Investments 35 31,284 31,200
  31,284 31,200
Current assets   
Debtors 36 29,949 48,437
Cash and cash equivalents  17,517 –
Prepayments and accrued income  115 114
  47,581 48,551
Creditors   
Amounts falling due within one year 37 (337) (119)
Net current assets  47,244 48,432
Total assets less current liabilities  78,528 79,632
   
Capital and reserves   
Called up share capital 38 2,822 2,822
Other capital reserve 38 2,582 2,582
Own shares reserve 24 (1,540) –
Share premium  52,727 52,727
Profit and loss account  21,937 21,501
Shareholders’ funds  38 78,528 79,632
The financial statements of Foxtons Group plc, registered number 07108742, were approved by the Board of Directors on  
10 March 2015. 
Signed on behalf of the Board of Directors 
 
 
 
 
Gerard Nieslony 
Chief Financial Officer 
  Foxtons Annual Report and Accounts 2014 94
NOTES TO THE COMPANY FINANCIAL STATEMENTS 
94 Foxtons Annual Report and Accounts 2014 
33. Significant accounting policies 
The accounting policies set out below have been applied in preparing the financial statements for the years ended 31 December  
2013 and 2014. 
Basis of preparation 
The Company’s financial statements are prepared in accordance with the Companies Act 2006 and applicable accounting standards  
in the United Kingdom (UK GAAP). The financial statements have been prepared on the historical cost basis. Historical cost is generally 
based on the fair value of the consideration given in exchange for the assets.  
Investments in subsidiary companies 
Investments in subsidiaries are recognised at cost less provisions for impairment. 
Going concern 
After making enquiries, the Directors have a reasonable expectation that the Company has adequate resources to continue in 
operational existence for the foreseeable future having considered the Company forecasts and projections, taking account of reasonably 
possible changes in trading performance and the current economic uncertainty. Accordingly, they have adopted the going concern basis 
in preparing the financial statements. 
Related party transactions 
The Company is exempt under the terms of FRS 8 ‘Related Party Disclosure’ from disclosing related party transactions that are part of 
Foxtons Group plc. 
34. Profit for the year 
As permitted by Section 408 of the Companies Act 2006, the Company has elected not to present its own profit and loss account for 
the financial year. The Company’s profit for the year was £28.5 million (2013: £26.6 million).  
The Company has five employees at 31 December 2014 (2013: five). These are the Non-Executive Directors of Foxtons Group plc;  
their remuneration is paid by Foxtons Limited. The Executive Directors of Foxtons Group plc are employed and paid by Foxtons Limited. 
Details of Directors’ remuneration are disclosed in the Directors’ Remuneration Report and in note 29 to the accounts. 
35. Investment in subsidiary undertakings 
Investments in subsidiary undertakings were as follows: 
 £’000
At 1 January 2013 –
Capital contribution 31,200
At 31 December 2013 31,200
Capital contribution arising from share based payments 84
At 31 December 2014 31,284
Investments in subsidiaries are stated at cost, less any provision for impairment. The capital contribution was made in 2013 to Foxtons 
Intermediate Holdings Limited, a wholly owned subsidiary of Foxtons Group plc.  
The subsidiary undertakings, all of which are wholly owned and included in the consolidated accounts, are shown in note 17. 
   95 Foxtons Annual Report and Accounts 2014
 
  Foxtons Annual Report and Accounts 2014 95 
36. Debtors 
 
2014  
£’000 
2013 
£’000
Amounts owed by subsidiary undertakings 29,949 48,418
Deferred tax asset – 19
 29,949 48,437
Amounts owed by subsidiary companies are unsecured and repayable on demand. 
37. Creditors 
 
2014  
£’000 
2013 
£’000
Accruals (337) (119)
 (337) (119)
38. Reconciliation of movements in Shareholders’ funds 
 
Share 
capital 
£’000
Own shares 
reserve 
£’000
Other
 capital 
reserve 
£’000
Share 
premium  
£’000 
Profit  
and loss 
£’000 
Total 
Shareholders’ 
funds
£’000
Balance at 31 December 2013 2,822 – 2,582 52,727 21,501 79,632
Profit for the year – – – – 28,491 28,491
Dividends – – – – (28,139) (28,139)
Own shares acquired in the period – (1,540) – – – (1,540)
Capital contribution given relating to 
share based payments – – – – 84 84
Balance at 31 December 2014 2,822 (1,540) 2,582 52,727 21,937 78,528
 
Restated 
Share 
capital 
£’000
Restated
Other
 capital 
reserve
£’000
Share 
premium  
£’000 
Profit  
and loss  
£’000 
Total 
Shareholders’ 
funds 
£’000
Balance at 1 January 2013  – – – 90 90
Profit for the year – – – 26,575 26,575
Bonus issue of shares 5,164 – – (5,164) –
Issue of share capital – IPO 240 – 54,761 – 55,001
IPO issue costs – – (2,034) – (2,034)
Previously reported 31 December 2013 5,404 – 52,727 21,501 79,632
Operation of ratchet – shares cancelled (2,582) 2,582 – – –
Restated balance at 31 December 2013 2,822 2,582 52,727 21,501 79,632
The share capital of the parent company has been restated to take into consideration the share reduction which was reflected in the 
prior year’s consolidated financial statements but was omitted from the prior year’s company financial statements. 
At 31 December 2014 the profit and loss reserve is fully distributable.  Foxtons Annual Report and Accounts 2014 96
FINANCIAL CALENDAR 
96 Foxtons Annual Report and Accounts 2014 
2014 Financial Year  
Year end  31 December 2014 
Announcement of preliminary results for 2014 11 March 2015 
Publish Annual Report and Accounts April 2015 
Ex-final dividend date  30 April 2015 
Final record date 1 May 2015 
Annual General Meeting  20 May 2015 
Final/Special dividend payment date  29 May 2015 
 
2015 Financial Year  
1st quarter trading update  April 2015 
Interim period end 30 June 2015 
Announcement of interim results  30 July 2015 
Interim ex-dividend date 3 September 2015 
Interim record date 4 September 2015 
Interim dividend payment date  25 September 2015 
3rd quarter trading update  October 2015 
2015 financial year end  31 December 2015 
Preliminary announcement March 2016 
Publish Annual Report and Accounts April 2016 
Ex-final dividend date  April 2016 
Final record date May 2016 
AGM May 2016 
Final dividend payment date May 2016 
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