REG - Quilter PLC - Annual Financial Report and Notice of Meeting
22/03/2024 13:00
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RNS Number : 0072I Quilter PLC 22 March 2024
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. Annual Report and Accounts 2023 (the "2023 Annual Report");
2. Notice of Annual General Meeting 2024 (the "Notice"); and
3. Forms of Proxy for the Annual General Meeting 2024.
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.
Posting record date Posting date Last day to trade* Proxy date for registered holders Record date to attend and vote Date of 2024 AGM
Holdings on the London Stock Exchange Friday 22 March 2024 Wednesday 3 April 2024 - Tuesday 21 May 2024 at 11:00am (UK time) Tuesday 21 May 2024 at 6:30pm (UK time) Thursday 23 May 2024 at 11:00am (UK time)
Holdings on the Johannesburg Stock Exchange Friday 22 March 2024 Wednesday 3 April 2024 Thursday 16 May 2024 Tuesday 21 May 2024 at 12:00pm (SA time) Tuesday 21 May 2024 at 7:30pm (SA time) Thursday 23 May 2024 at 12:00pm (SA time)
*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 Risk owner 2023 risk trend Mitigation
strategy and Chief Executive Officer Stable 2023 activity:
performance • Continued successful cost reduction and maintenance of operating
margin within target.
Quilter's principal revenue streams are related to the value of assets under Chief Financial Officer
management and, as such, Quilter is exposed to the condition of global • Initiation of Wealth and Advice transformation programmes.
economic markets. Geopolitical risk remains high due to ongoing conflicts in
Ukraine and • Launch of the Quilter Partners initiative.
the Middle East.
Planned and ongoing activity:
Throughout 2023, external economic conditions have remained challenging and • Activities to support adviser and investment manager retention.
this has impacted flows, AuMA and revenues.
• Further enhancement of adviser and investment manager services.
• Ongoing management and delivery of business transformation
Quilter has continued on its transformation journey during 2023, through programmes.
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.
Business operation Risk owner 2023 risk trend Mitigation
Operational complexity and the efficacy of controls and processes related to Chief Operating Officer Stable 2023 activity:
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 • Ongoing business simplification activity.
oversight is critical for Quilter to gain assurance over activities delegated
outside of its direct control. Quilter's operations provide services to Chief Financial Officer
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 Planned and ongoing activity:
towards simplifying its operational environment, particularly in the Affluent
segment where team synergies are being harnessed to support a reduction in • Operational transformation programme to further align and streamline
duplication, inconsistency and complexity. operational processes across the Affluent segment.
• Stress-testing activities and development of playbooks for
significant resilience events.
Technology and security Risk owner 2023 risk trend Mitigation
A stable, reliable and up-to-date technology environment underpins the Chief Operating Officer Decreasing 2023 activity:
delivery of our services to customers and advisers and ensures that Quilter
has technical resilience • Transfer of legacy infrastructure following the sale of the
International business.
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 Planned and ongoing activity:
incident is a constant and evolving risk which has
• Ongoing activity to modernise and simplify our IT estate.
the potential to impact Quilter's reputation, regulatory standing, and the
services it provides to customers. During 2023, Quilter completed the • Implementation of enhanced supplier management framework to ensure
technical transition of the previously divested Quilter International consistent technical and security oversight of Quilter's suppliers.
business, and as a result reduced the
• Continued improvement of Information Security controls in response
complexity of Quilter's technical estate which drives an improved outlook for to Quilter's threat analysis and an ever-changing external threat landscape.
this risk.
Customer and product proposition Risk owner 2023 risk trend Mitigation
Quilter's purpose is underpinned by having a suite of product propositions Chief Distribution Officer Stable 2023 activity:
which drive good customer outcomes and processes in place to ensure that
foreseeable harm is identified and addressed. Delivery of quality advice, • Defined benefit transfer advice remediation activity close to
including the delivery of ongoing servicing and a high level of adviser
completion in compliance with the FCA published section 404 compensation
conduct and competency, is essential. A lack of Quilter Cheviot Chief Executive scheme.
robust oversight by Quilter could lead to delayed identification of unsuitable Officer • Reprice of the Quilter Platform.
advice or products resulting in poor outcomes for customers. As such, Quilter
continually looks to improve its control environment in relation to the • Reprice of the Cirilium fund range.
oversight of advice and remains focused on ensuring that products and services
are designed and maintained in line with the Consumer Duty.
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.
Regulatory, tax and legal Risk owner 2023 risk trend Mitigation
Quilter is subject to conduct and prudential regulation in the UK, provided by Chief Risk Officer Stable 2023 activity:
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 • Successful implementation of activity to meet the Consumer Duty.
protection in financial services. Quilter is also subject to the privacy
regulations enforced by the Information Commissioner's Office and Chief Financial Officer • Enhanced Risk Management framework.
international equivalents. Quilter faces risks associated with compliance with
these regulations, and changes to regulation or regulatory focus in the • Refreshed approach to Compliance monitoring programme.
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. 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.
People Risk owner 2023 risk trend Mitigation
Quilter is reliant on its talent to deliver its service to customers and to HR Director Stable 2023 activity:
drive strategic enhancements. Failure to attract and retain talented and
diverse colleagues can result in impacts to Quilter's strategy and business • Review of Quilter's People Strategy 2023-2025 to ensure it remains
growth. A competitive labour market and a high inflation environment has relevant to the changing needs of the business and its employees.
resulted in a challenging environment for staff retention during 2023.
• 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'.
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 Mark Satchel
Chief Executive Officer Chief Financial Officer
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
31 December 2023 31 December 2022
£'000 £'000
Salaries and other short-term employee benefits 7,471 5,739
Post-employment benefits 83 25
Share-based payments 2,650 3,372
Total compensation of key management personnel 10,204 9,136
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 -
Enquiries:
Investor Relations:
John-Paul Crutchley Tel: +44 (0)7741 385 251
Company Secretary:
Clare Barrett Tel: +44 (0)207 002 7072
Press:
Tim Skelton-Smith Tel: +44 (0)7824 145 076
Camarco:
Geoffrey Pelham-Lane Tel: +44 (0)20 3757 4985
Registrars:
Shareholders on the UK Register:
Equiniti 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.
Shareholders on the South African Register:
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.
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.
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