22 March 2024
Quilter plc
Annual Report and Accounts
2023 and Notice of Annual General Meeting 2024
Quilter plc (the "Company")
announces that copies of the following documents have been
submitted to the National Storage Mechanism and will shortly be
available for inspection at
http://data.fca.org.uk/#/nsm/nationalstoragemechanism:
1.
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Annual Report and Accounts 2023 (the
"2023 Annual Report");
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2.
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Notice of Annual General Meeting
2024 (the "Notice"); and
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3.
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Forms of Proxy for the Annual
General Meeting 2024.
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These documents will be posted to
shareholders on Wednesday 3 April
2024. The 2023 Annual Report is also available to view
online at plc.quilter.com/annualreport and the Notice is available
online at plc.quilter.com/gm.
Annual General Meeting
The Company's 2024 Annual General
Meeting (the "2024 AGM") will be held on Thursday 23 May 2024 at
11:00am (UK time) at Senator House, 85 Queen Victoria Street,
London EC4V 4AB. Please ensure you check the GM Hub regularly
for up to date information about our AGM arrangements.
Key
dates for shareholders
The table below shows the key dates
for shareholders in respect of the 2024 AGM.
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Posting record date
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Posting date
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Last day to trade*
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Proxy date for registered holders
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Record date to attend and vote
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Date of 2024 AGM
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Holdings on the London Stock Exchange
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Friday 22 March 2024
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Wednesday 3 April 2024
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-
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Tuesday 21 May 2024 at 11:00am (UK
time)
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Tuesday 21 May 2024 at 6:30pm (UK
time)
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Thursday 23 May 2024 at 11:00am (UK
time)
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Holdings on the Johannesburg Stock Exchange
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Friday 22 March 2024
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Wednesday 3 April 2024
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Thursday 16 May 2024
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Tuesday 21 May 2024 at 12:00pm (SA
time)
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Tuesday 21 May 2024 at 7:30pm (SA
time)
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Thursday 23 May 2024 at 12:00pm (SA
time)
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*Last Day to
Trade is applicable only to holders on the Johannesburg Stock
Exchange. Holders can trade their shares up to the close of
business on this date and thereafter the register is closed for the
purposes of determining which holders are entitled to vote in
respect of the 2024 AGM.
Market purchase of own shares
Pursuant to Listing Rule 12.4.4, in
addition to renewing the Company's existing authority to make
market purchases of its own shares, the Company announces that it
intends to propose a resolution at the 2024 AGM seeking
authorisation to enter into contingent purchase contracts with each
of: (a) J.P. Morgan Equities South Africa Proprietary Limited; and
(b) Goldman Sachs International. The commercial purpose of
this authority is to enable the Company to purchase up to a maximum
of 140,410,550 ordinary shares of the Company which are currently
listed on the Johannesburg Stock Exchange (such maximum to be
reduced by any purchases made pursuant to any general authority of
the Company to make market purchases of its own shares).
Full details in respect of the
proposed resolution are set out in the Notice.
Additional information
The following information is
extracted from the 2023 Annual Report (page references are to pages
in the 2023 Annual Report) and should be read in conjunction with
the Quilter plc 2023 Full Year Results announcement issued on
Wednesday 6 March 2024. Both documents can be found at
plc.quilter.com/investor-relations and together constitute the
material required by DTR 6.3.5 to be communicated to the media in
unedited full text through a Regulatory Information Service.
This material is not a substitute for reading the 2023 Annual
Report in full.
Principal risks and uncertainties
During 2023, the Quilter Board
approved in principle a revised set of Level 1 risk categories
which describe the main areas of risk exposure for Quilter. The
table below sets out this revised list of Quilter's principal risks
and uncertainties throughout 2023, including Executive Committee
member ownership and key mitigants being implemented by management.
The risk trend noted is the overall residual risk trend (after the
application of risk controls) throughout 2023.
Business
strategy and
performance
Quilter's principal revenue streams
are related to the value of assets under management and, as such,
Quilter is exposed to the condition of global economic markets.
Geopolitical risk remains high due to ongoing conflicts in Ukraine
and
the Middle East.
Throughout 2023, external economic
conditions have remained challenging and this has impacted flows,
AuMA and revenues.
Quilter has continued on its
transformation journey during 2023, through strategic initiatives
relating to business efficiency, cost reduction and proposition
enhancement. Quilter's focus is to maintain pace of strategic
delivery and agility in order to continue to provide a compelling
proposition in a rapidly changing industry.
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Risk owner
Chief Executive Officer
Chief Financial Officer
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2023 risk trend
Stable
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Mitigation
2023 activity:
• Continued
successful cost reduction and maintenance of operating margin
within target.
• Initiation of
Wealth and Advice transformation programmes.
• Launch of the
Quilter Partners initiative.
Planned and ongoing
activity:
• Activities to support
adviser and investment manager retention.
• Further enhancement
of adviser and investment manager services.
• Ongoing management
and delivery of business transformation programmes.
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Business operation
Operational complexity and the
efficacy of controls and processes related to the day-to-day
running of the business pose an inherent risk to Quilter. This
includes those processes which have been outsourced to third
parties and where oversight is critical for Quilter to gain
assurance over activities delegated outside of its direct control.
Quilter's operations provide services to customers and, as such,
need to be effective and resilient to ensure that good customer
outcomes are delivered and maintained. Quilter has continued to
work towards simplifying its operational environment, particularly
in the Affluent segment where team synergies are being harnessed to
support a reduction in duplication, inconsistency and
complexity.
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Risk owner
Chief Operating Officer
Chief Financial Officer
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2023 risk trend
Stable
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Mitigation
2023 activity:
• Ongoing business
simplification activity.
Planned and ongoing
activity:
• Operational
transformation programme to further align and streamline
operational processes across the Affluent segment.
• Stress-testing
activities and development of playbooks for significant resilience
events.
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Technology and security
A stable, reliable and up-to-date
technology environment underpins the delivery of our services to
customers and advisers and ensures that Quilter has technical
resilience
proportionate to its risk appetite.
Disruption to the stability and availability of Quilter's
technology, or that of its third parties, could result in damaging
service outages and a potential breach of impact tolerances for
Quilter's Important Business Services. The risk of an information
security incident is a constant and evolving risk which
has
the potential to impact Quilter's
reputation, regulatory standing, and the services it provides to
customers. During 2023, Quilter completed the technical transition
of the previously divested Quilter International business, and as a
result reduced the
complexity of Quilter's technical
estate which drives an improved outlook for this risk.
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Risk owner
Chief Operating Officer
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2023 risk trend
Decreasing
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Mitigation
2023 activity:
• Transfer of legacy
infrastructure following the sale of the International
business.
Planned and ongoing
activity:
• Ongoing activity to modernise and simplify our IT
estate.
• Implementation of enhanced supplier management framework to
ensure consistent technical and security oversight of Quilter's
suppliers.
• Continued improvement of Information Security controls in
response to Quilter's threat analysis and an ever-changing external
threat landscape.
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Customer and product proposition
Quilter's purpose is underpinned by
having a suite of product propositions which drive good customer
outcomes and processes in place to ensure that foreseeable harm is
identified and addressed. Delivery of quality advice, including the
delivery of ongoing servicing and a high level of adviser conduct
and competency, is essential. A lack of
robust oversight by Quilter could
lead to delayed identification of unsuitable advice or products
resulting in poor outcomes for customers. As such, Quilter
continually looks to improve its control environment in relation to
the oversight of advice and remains focused on ensuring that
products and services are designed and maintained in line with the
Consumer Duty.
|
Risk owner
Chief Distribution
Officer
Quilter Cheviot Chief
Executive
Officer
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2023 risk trend
Stable
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Mitigation
2023 activity:
• Defined benefit
transfer advice remediation activity close to completion in
compliance with the FCA published section 404 compensation
scheme.
• Reprice of the
Quilter Platform.
• Reprice of the
Cirilium fund range.
Planned and ongoing
activity:
• Continue to strengthen financial advice processes and
supporting controls.
• Continued evolution of the proposition with a focus on our
cash and retirement propositions.
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Regulatory, tax and legal
Quilter is subject to conduct and
prudential regulation in the UK, provided by the FCA and PRA and in
the other jurisdictions in which it operates. This includes the
Consumer Duty, which sets a higher standard of consumer protection
in financial services. Quilter is also subject to the privacy
regulations enforced by the Information Commissioner's Office and
international equivalents. Quilter faces risks associated with
compliance with these regulations, and changes to regulation or
regulatory focus in the markets in which Quilter operates and other
statutory requirements. Failure to manage regulatory, tax or legal
compliance effectively could result in censure, fines or
prohibitions which could impact business performance and
reputation.
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Risk owner
Chief Risk Officer
Chief Financial Officer
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2023 risk trend
Stable
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Mitigation
2023 activity:
• Successful
implementation of activity to meet the Consumer Duty.
• Enhanced Risk
Management framework.
• Refreshed approach to
Compliance monitoring programme.
Planned and ongoing
activity:
• Ongoing activity to
embed compliance with the Consumer Duty.
• Delivery of refreshed
Compliance monitoring programme.
• Ongoing regulatory
engagement management and regulatory horizon scanning.
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People
Quilter is reliant on its talent to
deliver its service to customers and to drive strategic
enhancements. Failure to attract and retain talented and diverse
colleagues can result in impacts to Quilter's strategy and business
growth. A competitive labour market and a high inflation
environment has resulted in a challenging environment for staff
retention during 2023.
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Risk owner
HR Director
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2023 risk trend
Stable
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Mitigation
2023 activity:
• Review of Quilter's
People Strategy 2023-2025 to ensure it remains relevant to the
changing needs of the business and its employees.
• Dependency and
resource mapping to support strategic initiatives in order to
identify and retain key capabilities.
• Review of performance
management process.
Planned and ongoing
activity:
• Ongoing talent
management and succession programme.
• Ongoing regular
employee engagement surveys.
• Ongoing staff
wellbeing initiative, 'Thrive'.
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Statement of Directors' responsibilities in respect of the
Annual Report and the financial statements
The Directors are responsible for
preparing the Annual Report and the Group and Parent Company
financial statements in accordance with applicable law and
regulations.
Company law requires the Directors
to prepare Group and Parent Company financial statements for each
financial year. Under that law, the Directors have prepared the
Group financial statements in accordance with UK-adopted
international accounting standards and the Parent Company financial
statements in accordance with UK Accounting Standards.
Additionally, the Financial Conduct Authority's Disclosure Guidance
and Transparency Rules require the Directors to prepare the Group
financial statements in accordance with international financial
reporting standards as adopted by the United Kingdom.
Under company law, the Directors
must not approve the financial statements unless they are satisfied
that they give a true and fair view of the state of affairs of the
Group and Parent Company and of the profit or loss of the Group for
that period. In preparing the financial statements, the Directors
are required to:
· select suitable accounting policies and then apply them
consistently;
·
state whether, for the Group,
applicable UK-adopted international accounting standards have
been followed, subject to any material departures
disclosed and explained in the financial statements;
·
state whether, for the Parent Company, applicable
UK Accounting Standards have been followed, subject to any material
departures disclosed and explained in the financial
statements;
· make judgements and estimates that are reasonable and prudent;
and
·
prepare the financial statements on
the going concern basis unless it is inappropriate to presume that
the Group and Parent Company will continue in business.
The Directors are also responsible
for safeguarding the assets of the Group and Parent Company and
hence for taking reasonable steps for the prevention and detection
of fraud and irregularities.
The Directors are responsible for
keeping adequate accounting records that are sufficient to show and
explain the Group's and the Parent Company's transactions and
disclose with reasonable accuracy at any time the financial
position of the Group and Parent Company and enable them to ensure
that the financial statements and the Directors' Remuneration
Report comply with the Companies Act 2006.
The Directors are responsible for
the maintenance and integrity of the Parent Company's website.
Legislation in the United Kingdom governing the preparation and
dissemination of financial statements may differ from legislation
in other jurisdictions.
Responsibility statement of the Directors in respect of the
Annual Report and financial statements
We confirm that to the best of our
knowledge:
· the financial statements, prepared in accordance with the
applicable sets of accounting standards, give a true and fair view
of the assets, liabilities, financial position and profit or loss
of the Parent Company and the undertakings included in the
consolidation taken as a whole; and
· the Strategic Report includes a fair review of the development
and performance of the business and the position of the Parent
Company and the undertakings included in the consolidation taken as
a whole, together with a description of the principal risks and
uncertainties that they face.
We consider that the Annual Report,
taken as a whole, is fair, balanced and understandable and provides
the information necessary for shareholders to assess the Group's
position and performance, business model and strategy.
Signed on behalf of the
Board
Steven Levin
Chief Executive Officer
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Mark Satchel
Chief Financial Officer
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6 March 2024
39:
Related party transactions
In the normal course of business,
the Group enters into transactions with related parties. Loans to
related parties are conducted on an arm's length basis and are not
material to the Group's results. There were no transactions with
related parties during the current year or the prior year which had
a material effect on the results or financial position of the
Group.
39(a): Transactions with key management
personnel
Key management personnel are those
persons having authority and responsibility for planning, directing
and controlling the activities of the Group, directly or
indirectly, including any Director (whether executive or otherwise)
of the Group. Details of the compensation paid to the Board of
Directors as well as their shareholdings in the Company are
disclosed in the Directors' Remuneration Report.
39(a)(i): Key management personnel
compensation
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31 December
2023
£'000
|
31 December
2022
£'000
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Salaries and other short-term
employee benefits
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7,471
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5,739
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Post-employment benefits
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83
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25
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Share-based payments
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2,650
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3,372
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Total compensation of key management
personnel
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10,204
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9,136
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39(a)(ii): Key management personnel
transactions
Key management personnel and members
of their close family have undertaken transactions with the Group
in the normal course of business.
The Group's products are available
to all employees of the Group on preferential staff terms, the
impact of which is immaterial to the Group's financial statements.
During 2023, key management personnel and their close family
members contributed £2 million (2022: £2 million) to Group pensions
and investments (in both internal and external funds). The total
value of investments in Group pensions and investment products by
key management personnel serving at any point during the year and
their close family members was £11 million at the end of the year
(2022: £12 million).
As disclosed in the Directors'
Report, the Company maintains Directors' and Officers' Liability
Insurance and third-party indemnity
provisions are in place for the benefit of the Company's
Directors.
39(b): Associates
During 2022 and 2023, IT services
were provided to the Group by 360 Dot Net Limited, an associate of
the Group. The relevant transactions had no material impact on the
Group's financial statements.
39(c): Other related parties
Details of the Group's staff pension
schemes are provided in note 33. Transactions between the Group and
the Group's staff pension schemes are made in the normal course of
business.
- ends
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Enquiries:
Investor Relations:
John-Paul Crutchley
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Tel: +44 (0)7741 385 251
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Company Secretary:
Clare Barrett
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Tel: +44 (0)207 002 7072
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Press:
Tim Skelton-Smith
Camarco:
Geoffrey
Pelham-Lane
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Tel: +44 (0)7824 145 076
Tel: +44 (0)20 3757 4985
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Registrars:
Shareholders on the UK Register:
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Equiniti
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Website:
help.shareview.co.uk
Tel: +44 (0)333 207 5953*
Please use
the country code when contacting Equiniti from outside the
UK.
*Lines are open Monday to Friday
between 08:30 and 17:30 (UK time), excluding public holidays in
England and Wales.
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Shareholders on the South African Register:
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JSE Investor Services (Pty)
Limited
|
Email:
investorenquiries@jseinvestorservices.co.za
Tel: 086 140 0110/086 154 6566*
(calling from South Africa)
Tel: +27 11 029 0251/+27 11 029
0253* (calling from overseas)
*Lines are open Monday to Friday
between 08:00 and 16:30 Monday to Friday, excluding public
holidays.
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About Quilter plc:
Quilter plc is a leading provider of
financial advice, investments and wealth management,
committed to being the UK's best wealth
manager for clients and their advisers.
Quilter oversees £106.7 billion in
customer investments as at 31 December 2023.
It has an adviser and customer
offering spanning: financial advice, investment platforms,
multi-asset investment solutions, and discretionary fund
management.
The business is comprised of two
segments: Affluent and High Net Worth.
Affluent encompasses the financial
planning business, Quilter Financial Planning, the Quilter
Investment Platform and Quilter Investors, the multi-asset
investment solutions business.
High Net Worth includes the discretionary fund
management business, Quilter Cheviot, together with Quilter Cheviot
Financial Planning.