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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Quilter Plc | LSE:QLT | London | Ordinary Share | GB00BNHSJN34 | ORD 8 1/6P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
2.10 | 1.77% | 120.60 | 120.50 | 120.70 | 120.60 | 117.70 | 119.00 | 320,238 | 13:31:35 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
Finance Services | 4.49B | 42M | 0.0299 | 40.20 | 1.66B |
TIDMQLT
RNS Number : 8919F
Quilter PLC
24 March 2022
24 March 2022
Quilter plc
Annual Report and Accounts 2021 and Notice of Annual General Meeting 2022
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 2021 (the "2021 Annual Report"); 2. Notice of Annual General Meeting 2022 (the "Notice"); and 3. Forms of Proxy for the Annual General Meeting 2022.
These documents will be posted to shareholders on Tuesday 5 April 2022. The 2021 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 2022 Annual General Meeting (the "2022 AGM") will be held on Thursday 12 May 2022 at 11:00am (UK time) at Senator House, 85 Queen Victoria Street, London EC4V 4AB. In light of the ongoing risk to public health posed by COVID-19, we will continue to do all we can to take responsible precautions to help protect the wellbeing of each other. We will monitor and follow the UK Government guidelines and update our GM Hub at plc.quilter.com/gm if our AGM arrangements change. 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 2022 AGM.
Posting Posting Last day Proxy date Record Date of record date to trade for registered date to 2022 AGM date * holders attend and vote Holdings Friday Tuesday - Tuesday Tuesday Thursday on the London 25 March 5 April 10 May 10 May 12 May Stock Exchange 2022 2022 2022 at 2022 at 2022 at 11:00am 6:30pm 11:00am (UK time) (UK time) (UK time) ---------- --------- ------------ ---------------- ----------- ----------- Holdings Friday Tuesday Thursday Tuesday Tuesday Thursday on the Johannesburg 25 March 5 April 5 May 2022 10 May 10 May 12 May Stock Exchange 2022 2022 2022 at 2022 at 2022 at 12:00pm 7:30pm 12:00pm (SA time) (SA time) (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 2022 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 2022 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 163,812,308 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 2021 Annual Report (page references are to pages in the 2021 Annual Report) and should be read in conjunction with the Quilter plc 2021 Full Year Results announcement issued on Wednesday 9 March 2022. 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 2021 Annual Report in full.
Principal risks and uncertainties
The Directors have carried out a robust assessment of the principal and emerging risks facing Quilter, including those that would threaten its business model, future performance, solvency and liquidity, as well as those risks that are non-financial in nature. The articulation of these principal risks and uncertainties is consistent with Quilter's Enterprise Risk Framework categorisation, and with the 'Top Risk' reporting that is provided quarterly to the Board Risk Committee and Board.
The Board requires management to put in place actions to mitigate these risks, and controls to maintain risk exposures within acceptable levels defined by Quilter's risk appetite. The table below sets out Quilter's principal risks and uncertainties, including Executive Committee member ownership and key mitigants being implemented by management. The risk trend noted is the residual risk trend (risk after the application of mitigants) during 2021.
During the year we have removed Investment Management risk, given a relative reduction in risks associated with investment management activities as supporting control frameworks have been enhanced. We have added new risks related to Strategic Delivery and Climate Strategy, given the increased impact of both of these risks to Quilter during 2021.
Business and strategic risks Economic Risk owner 2021 risk trend Mitigation environment Chief Stable 2021 activity: Quilter's Financial * 2021 economic scenario testing at Group and principal Officer subsidiary level. revenue streams are asset value * The share buy-back programme was performed in related and as tranches, to enable Board consideration of market such Quilter conditions prior to execution. is exposed to the condition of global economic Planned and ongoing markets. activity: Whilst market * Stress and scenario analysis, including in respect of conditions market shocks. generally stabilised during * Ongoing enhanced monitoring of market and liquidity 2021 from the risk exposures. COVID-19 pandemic, the evolving Ukraine crisis is having an impact on the economic environment resulting in short term market volatility. Volatility in debt, equity and currency markets may adversely impact customer investment portfolios which in turn impacts Quilter's ability to generate fee-based revenue. --------------- ---------------- ---------------------------------------------------------------- Business Risk owner 2021 risk trend Mitigation financial Chief Stable 2021 activity: performance Financial * Continued 2021 in-year cost focus, with favourable While the direct Officer out-turn against plan achieved. impact of the pandemic on business * Longer-term expense targets established aligned to performance the strategic Simplification programme. moderated during 2021, consequential impacts Planned and ongoing including activity: inflationary * Propositional activity under Quilter's new segment pressures and an model to drive revenue growth, including Wealth increase Select+. in the cost of living could impact customers' ability to invest and therefore investment inflows. The Russian invasion of Ukraine creates increasing economic and political uncertainty which could impact consumer confidence. The potential for tax increases as well as direct inflationary impacts could result in adverse cost impacts for Quilter, acting as headwinds to our performance. Any negative impact on earnings, share price and/or capital position could have a resulting adverse effect on Quilter's market credibility and financial standing. --------------- ---------------- ---------------------------------------------------------------- Strategic Risk owner 2021 risk trend Mitigation delivery (new Chief Not applicable 2021 activity: for 2021) Executive * Sale of Quilter International, and realisation of the
Quilter has Officer post-Listing objective of becoming a modern UK wealth embarked on manager. an ambitious strategy focused on growth and * Establishment of the Simplification programme and efficiency, identification of strategic initiatives. while increasing digitisation and embedding ESG wherever Planned and ongoing possible. activity: Achieving this * Full mobilisation of activities to support delivery ambition will against Quilter's new strategic objectives. require the operation of a robust strategic delivery framework, and investment in capabilities. As we are now embarking on our next strategic phase and with the ambitious programme of work needed to deliver it, we are further increasing our focus in this area. Any failure to deliver on the strategic delivery programme, could expose the Group to competitive risks and impact Quilter's franchise value. --------------- ---------------- ---------------------------------------------------------------- Change execution Risk owner 2021 risk trend Mitigation Quilter Chief Reducing 2021 activity: continues to be Operating * Successful final PTP migration. subject to Officer change execution risk given an * Successful implementation of Workday as a strategic ongoing platform for HR and Finance activities. programme of material change projects, although the Planned and ongoing maturing of activity: Quilter's change * Active management and prioritisation of the change execution portfolio. capabilities, and the successful * Enhanced executive oversight and change assurance. completion of a number of key projects * Disciplined programme and portfolio governance in 2021, arrangements. including the Platform Transformation Programme, has reduced the impact of this risk. The effective embedding of new technology and process across Quilter is key for the next phase. Any loss of focus on change execution disciplines could impact the delivery of the intended benefits, and risk disruption to continuing operations and the control environment. --------------- ---------------- ---------------------------------------------------------------- Climate strategy Risk owner 2021 risk trend Mitigation (new for Chief Not applicable 2021 activity: 2021) Executive * Climate Risk Appetite statement development. Quilter takes Officer its responsibility * Implementation of climate change scenario testing. to the environment seriously, * Implementation of the required TCFD statement in this and is document, and the associated TCFD report. determined to play its part in reducing climate Planned and ongoing impacts. In activity: order to do * Further development of Quilter's climate change this, Quilter strategy including specifying targets. must develop and deliver an achievable, coherent, comprehensive and robust long-term climate strategy to manage climate related financial and non-financial risks. Failure to do so would result in Quilter being unable to meet regulatory and other stakeholder expectations, and fulfil our strategic priority to become the responsible wealth manager. --------------- ---------------- ---------------------------------------------------------------- Operational and regulatory risks Advice Risk owner 2021 risk trend Mitigation Quilter's Chief Stable 2021 activity: financial advice Executive * Ongoing remediation exercise to address historic services are Officer - defined benefit pension transfer advice provided by subject to Quilter Lighthouse to British Steel Pension scheme members fundamental Financial and some other pension transfer cases, with a total regulatory Planning provision of GBP29 million held to fund the exercise conduct and resultant redress to these customers. requirements to assure suitability of * Ongoing programme of work to enhance the control advisory environment that supports the delivery of suitable recommendations. advice in the Quilter Financial Planning business. This risk remains elevated and stable, as Quilter Planned and ongoing continues to activity: address historic * Completion of defined benefit remediation activity. DB to DC transfer advice * Further uplifts of controls in operational processes shortcomings supporting the delivery of suitable of advice. of the acquired Lighthouse Group, as announced by Quilter in 2020. Remediation programmes are ongoing to ensure impacted customers receive fair outcomes and to ensure robustness of the control framework to support the ongoing delivery of suitable advice. Failure to operate effective arrangements to support the ongoing delivery of suitable advice could expose Quilter to risks associated with customer detriment, regulatory censure and remediation programmes, with consequential impacts to the Group's business, financial condition and reputation. --------------- ---------------- ---------------------------------------------------------------- Information Risk owner 2021 risk trend Mitigation technology Chief Stable 2021 activity: Quilter's Operating * Technology transformation programmes across Quilter business is Officer have achieved retirement of many legacy systems, with dependent their replacement by modern cloud-hosted systems. on its technology infrastructure * Retired systems include legacy UK Platform technology, and applications and supporting systems in HR, Finance and Risk. to perform necessary business functions. Planned and ongoing Much of activity: Quilter's legacy * Technology transformation continues, with further IT estate is system retirements. currently being replaced, by cloud-based * Active systems monitoring. applications, thereby reducing internal * Technology policy and standards compliance complexity. arrangements. Nevertheless, a range of legacy applications are still supported, including the technology platform underpinning the divested Quilter International business, which will be supported until 2023 under a Transitional Services Agreement. Failure to manage technology risk could have a material adverse impact on Quilter's business, resilience capabilities, operations, financial condition and reputation. --------------- ---------------- ---------------------------------------------------------------- Information Risk owner 2021 risk trend Mitigation security Chief Stable 2021 activity: Quilter's Operating * Completion of most elements of the Information business, by Officer Security Improvement Programme, which has delivered its nature, uplifted controls, processes and tools. requires it to store, retrieve, * Cyber attack framework implementation. evaluate and utilise customer and Company data and Planned and ongoing information, activity:
some of which is * Evolution of the information security framework in highly the context of a cloud-based third-party application sensitive. ecosystem. Quilter and its service providers are * Cyber threat defences and monitoring. subject to the risk of information * Information Security Policy and standards and security associated compliance arrangements. breaches from parties with criminal or malicious intent. Should intrusion detection and anti-penetration processes not anticipate, prevent or mitigate a network failure or disruption, it may have a material adverse effect on Quilter's customers, business, financial condition, operations and reputation. --------------- ---------------- ---------------------------------------------------------------- People Risk owner 2021 risk trend Mitigation Quilter relies HR Director Stable 2021 activity: on its talent * Launch of HR Transformation plan. to deliver its service to customers. * Implementation of Workday HR to enhance HR related People risk process. has remained heightened during the pandemic as Planned and ongoing Quilter's people activity: have adapted * Talent management and succession programme. to new ways of working during a period * Performance and risk-adjusted remuneration of significant arrangements. change. Delivery of Quilter's ambitious new * Regular employee engagement surveys. strategic objectives will require * Quilter's staff wellbeing initiative, 'Thrive'. particular skills and competencies to be successful, including in digital and ESG-related competencies. Failure to attract and retain suitable talent may impact on the delivery of Quilter's strategy and may have an adverse impact on Quilter's business, its financial and operational performance and its delivery of service to customers. --------------- ---------------- ---------------------------------------------------------------- Third-party Risk owner 2021 risk trend Mitigation Quilter procures Chief Stable 2021 activity: certain Operating * Maturing of the Third-Party Risk Management services from Officer arrangements, including systemisation of controls third parties, within the Coupa procurement system. which has increased given the significant * Centralisation of supplier management teams to business facilitate consistency of approach. process and technology outsourcing to FNZ and Planned and ongoing the deployment activity: of multiple * Continued evolution of oversight approach, including new cloud-based optimising for cloud-based applications. technologies. If Quilter does not effectively * Third-Party Risk Management Framework and associated oversee its policy and standards compliance arrangements. third-party providers, they do not perform as anticipated, or Quilter experiences technological or other problems with a third party, Quilter may experience operational difficulties, increased costs and loss of business, potential customer detriment and damage to its reputation. --------------- ---------------- ---------------------------------------------------------------- Operational Risk owner 2021 risk trend Mitigation resilience Chief Stable 2021 activity: Quilter provides Operating * Preparation for the March 2022 implementation of the important Officer enhanced UK operational resilience requirements, services for its including identification of Important Business customers, Services. and its ability to maintain these services * Business disruption exercises, including a scenario during of significant service failure by a strategic unforeseen supplier. events is key. The continuing COVID-19 pandemic has Planned and ongoing provided activity: comfort on * Business Continuity and Crisis Management Policy and Quilter's related policy compliance arrangements. ability to operate in a severe * Systemised inventories of processes and dependencies. operational resilience scenario. Any * Resilience plans and resilience testing. failures in Quilter's preparation for, or response to, sudden disruptions could compromise the maintenance of important business services, resulting in the potential for customer detriment, financial loss, damage to reputation or regulatory sanction. --------------- ---------------- ---------------------------------------------------------------- Regulatory Risk owner 2021 risk trend Mitigation Quilter is Chief Risk Reducing 2021 activity: subject to Officer * Reduced exposure to international regulatory regimes regulation through sale of Quilter International. in the UK by the PRA and the FCA, and * Close engagement with regulators on regulatory following developments including in respect of the FCA's the sale of Consumer Duty proposals. Quilter International, by a now reduced number Planned and ongoing of other activity: regulators * Compliance monitoring programme. internationally. Additionally, the firm * Regulatory engagement management. is subject to the privacy regulations * Regulatory horizon scanning. enforced by the Information Commissioner's * Staff training and staff awareness programmes. Office and international equivalents. * Regulatory Compliance Policy, as associated policy Quilter faces compliance arrangements. risks associated with compliance with these regulations and to changes in regulations or regulatory focus or interpretation in the markets in which Quilter operates. Failure to manage regulatory compliance effectively could result in regulatory censure, including the possibility of fines or prohibitions which could impact business performance and reputation. --------------- ---------------- ----------------------------------------------------------------
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 and Parent Company financial statements in accordance with UK-adopted international 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 and Company, applicable UK-adopted international 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 set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and -- the Strategic Report includes a fair review of the development and performance of the business and the position of the issuer and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.
We consider that the Annual Report, 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
Paul Feeney Mark Satchel Chief Executive Officer Chief Financial Officer
9 March 2022
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 and prior year which had a material effect on the results or financial position of the Group.
39(a): Transactions with key management personnel, remuneration and other compensation
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 Remuneration report.
39(a)(i): Key management personnel compensation
31 December 31 December 2021 2020 GBP'000 GBP'000 ------------------------------------------------- ------------ ------------ Salaries and other short-term employee benefits 7,627 5,503 Post-employment benefits 43 62 Share-based payments 2,987 5,263 Termination benefits - 51 ------------------------------------------------- ------------ ------------ Total compensation of key management personnel 10,657 10,879 ------------------------------------------------- ------------ ------------
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 the year ended 31 December 2021, key management personnel and their close family members contributed GBP1 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 GBP12 million at the end of the year.
During the year ended 31 December 2020, key management personnel and their close family members contributed GBP2 million and the value of their investments in Group pensions and investment products totalled GBP14 million.
Qualifying third-party indemnity provisions (as defined by section 234 of the Companies Act 2006) were in force during the course of the financial year ended 31 December 2021 for the benefit of the then Directors and, at the date of this report, are in force for the benefit of the Directors in relation to certain losses and liabilities which they may incur (or have incurred) in connection with their duties, powers and office. In addition, the Company maintains Directors' and Officers' Liability Insurance which gives appropriate cover for legal action brought against its Directors.
39(b): Associates
In the current and prior year, IT services were provided by 360 Dot Net Limited, an associate company. The relevant transactions had no material impact on the financial statements of the Group.
39(c): Other related parties
Details of the Group's staff pension schemes are provided in note 33. Transactions made 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 +44 (0)7741 385 251 Keilah Codd +44 (0)7776 649 681 Company Secretary: Patrick Gonsalves +44 (0)7391 867 081 ---------------------- Press: Tim Skelton-Smith +44 (0)7824 145 076 Camarco: G eoffrey Pelham-Lane +44 (0)7733 124 226 ----------------------
Registrars:
Shareholders on the UK Register: Equiniti https://help.shareview.co.uk Tel: +44 (0)333 207 5953* (calling from the UK) Tel: +44 (0)121 415 0113 (calling from overseas) *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 11 715 3000 (calling from overseas) --------------------------------------------------------------------------------
About Quilter plc
Quilter plc is a leading wealth management business in the UK and internationally, helping to create prosperity for the generations of today and tomorrow.
Quilter plc oversees GBP111.8 billion in customer investments (as at 31 December 2021).
It has an adviser and customer offering spanning: financial advice, investment platforms, multi-asset investment solutions, and discretionary fund management.
The business is being reorganized into two segments: Affluent and High Net Worth.
Affluent encompasses the financial planning businesses, 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 Private Client Advisers.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
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