Quilter PLC Annual Financial Report and Notice of AGM (7575H)

TIDMQLT

RNS Number : 7575H

Quilter PLC

26 March 2020

26 March 2020

Quilter plc

Annual Report and Accounts 2019 and Notice of Annual General Meeting 2020

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://www.morningstar.co.uk/uk/NSM :

   1.   Annual Report and Accounts 2019 (the "2019 Annual Report"); 
   2.   Notice of Annual General Meeting 2020 (the "Notice of AGM"); and 
   3.   Forms of Proxy for the Annual General Meeting 2020. 

These documents will be posted to shareholders on Wednesday, 8 April 2020. The 2019 Annual Report is also available to view online at quilter.com/annualreport and the Notice of AGM is available online at quilter.com/agm.

Our intention is that the Company's Annual General Meeting 2020 (the "2020 AGM") will be held on Thursday, 14 May 2020 at 11:00am (UK time) in the Presentation Suite, Millennium Bridge House, 2 Lambeth Hill, London EC4V 4AJ. Given the uncertainty around the coronavirus ('COVID-19') situation, we intend to hold an AGM that meets our legal obligations but no more. More details are provided in our Notice of AGM which is available on our AGM Hub at quilter.com/agm.

The table below shows the key dates for shareholders in respect of the 2020 AGM.

 
                     Posting record   Posting      Last day      Proxy date        Record       Date of 
                      date             date         to trade      for registered    date to      2020 AGM 
                                                    [1]           holders           attend 
                                                                                    and vote 
 Holdings on         Friday, 27       Wednesday,   -             Tuesday,          Tuesday,     Thursday, 
  the London          March 2020       8 April                    12 May 2020       12 May       14 May 2020 
  Stock Exchange                       2020                       at 11:00am        2020 at      at 11:00am 
                                                                  (UK time)         6:30pm       (UK time) 
                                                                                    (UK time) 
                    ---------------  -----------  ------------  ----------------  -----------  ------------- 
 Holdings on         Friday, 27       Wednesday,   Thursday,     Tuesday,          Tuesday,     Thursday, 
  the Johannesburg    March 2020       8 April      9 May 2020    12 May 2020       12 May       14 May 2020 
  Stock Exchange                       2020                       at 12:00pm        2020 at      at 12:00pm 
                                                                  (SA time)         7:30pm       (SA time) 
                                                                                    (SA time) 
                    ---------------  -----------  ------------  ----------------  -----------  ------------- 
 

[1] 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 2020 AGM.

Impact of the COVID-19 situation

Given the impact of the COVID-19 situation and the recently announced closure of the postal services in South Africa, we strongly urge shareholders to read the 2019 Annual Report available on our website at quilter.com/annualreport and the Notice of AGM available on our AGM Hub at quilter.com/agm.

We are working to release paper copies of the 2019 Annual Report and the Notice of AGM into the postal system as soon as possible. Given the announced closure of the postal services in South Africa, the Company is currently investigating whether there are other reasonable steps it can take to send to those materials to shareholders on the Company's South African branch register who have asked to receive them. In the meantime, in accordance with the Company's Articles of Association, the Notice of AGM will be advertised in a national newspaper in South Africa as well as being made available on our AGM Hub at quilter.com/agm.

Also in accordance with the Company's Articles of Association, the Notice of AGM will be posted to shareholders on the Company's South African branch register if the postal services in South Africa re-open at least six clear days before the AGM.

As noted above these documents are available on our website but should shareholders have any questions on how to access these documents, please contact the Company's Registrars using the details below.

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 2020 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 189,981,045 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 of AGM.

Additional information

The following information is extracted from the 2019 Annual Report (page references are to pages in the 2019 Annual Report) and should be read in conjunction with the Quilter plc 2019 Full Year Results announcements issued on 11 March 2020. Both documents can be found at 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 2019 Annual Report in full.

Principal risks and uncertainties

The Directors have carried out a robust assessment of the emerging and principal risks facing the Group, and the presentation of these has been reviewed, taking account of the recent FRC guidance on the strategic report. Our principal risks and uncertainties are described below, with our emerging risks presented on the previous page. The articulation of the principal risks and uncertainties is consistent with the Group's Enterprise Risk Management ("ERM") framework categorisation and with the 'Top Risk' reporting that is provided quarterly to the Board Risk Committee and the 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. Regular monitoring and reporting of risks enables continuous review and challenge of risks and actions.

 
 Strategic and business risks 
 Strategic risk                                 Key mitigants 
  Quilter's strategy is to be the leading         *    Strategic and business planning process 
  UK wealth manager with an advice-led 
  proposition. Should this strategy 
  not yield the anticipated benefits,             *    Business performance monitoring 
  as a result of inaccurate understanding 
  of target market and customer behaviours, 
  or as a result of failure to manage             *    Robust strategic initiative management 
  its new brand effectively, there 
  may be material adverse effect on 
  the Group's business, its financial             *    Brand management and brand monitoring arrangements 
  condition and its reputation. 
 Investment performance risk                    Key mitigants 
  Strong investment performance within            *    Investment strategy 
  Quilter Investors' fund management 
  proposition and within Quilter Cheviot's 
  discretionary fund management proposition       *    Investment performance management 
  are key to enable Quilter to meet 
  customer expectations and to grow 
  its customer                                    *    Investment risk monitoring 
  base, and funds under management. 
  During 2019, weaker short-term performance 
  of Quilter Investors' core fund range           *    Investment risk standards compliance arrangements 
  has been noted with a range of management 
  actions underway to support stronger 
  performance. Longer term underperformance 
  of core investment management propositions 
  could have a material effect on Quilter's 
  business, financial performance and 
  reputation. 
 Conflict of interest risk                           Key mitigants 
  Quilter's business model exposes                     *    Conflicts of interest register and monitoring 
  it to potential and actual conflicts 
  of interest, including those which 
  result from Quilter's full-service                   *    Conflicts identification and management training 
  distribution model. Any failure to 
  effectively manage conflicts of interest 
  between its businesses and between                   *    Conflicts of interest policy compliance arrangements 
  Quilter and third parties could result 
  in regulatory sanction and resulting 
  reputational damage and consequential 
  impacts to the Group's business, 
  financial condition and reputation. 
 Advice and suitability risk                    Key mitigants 
  Quilter's financial advice and portfolio        *    Advice and portfolio management standards 
  management services are subject to 
  fundamental regulatory conduct requirements 
  to assure suitability of advisory               *    Suitability monitoring and oversight arrangements 
  recommendations and discretionary 
  portfolio management. Failure to 
  operate effective arrangements to               *    Extensive training arrangements for investment 
  support the delivery of suitable                     advisers and portfolio managers 

  advice and portfolio management, 
  including within recently acquired 
  advice businesses, could expose Quilter         *    Integration of advice firm acquisitions 
  to risks associated with customer 
  detriment, regulatory censure and 
  remediation programmes, and consequential 
  impacts to the Group's business, 
  financial condition and reputation. 
 Financial risks 
 Market risk                                    Key mitigants 
  Quilter's principal revenue streams             *    Stress and scenario analysis 
  are asset-value related and as such 
  the Group is exposed to the condition 
  of global economic markets, and the             *    Strength of balance sheet 
  UK markets in particular. Continued 
  political uncertainty in the UK as 
  a result of the UK's decision to                *    Financial risk policies, standards and limits 
  leave the European Union continues 
  to result in 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. Challenging market conditions 
  also impact investor and adviser 
  confidence and have the potential 
  to challenge Quilter's ability to 
  attract new NCCF from investors. 
 Operational risks 
 Third-party risk                               Key mitigants 
  Quilter procures certain services               *    In 2019 a Chief Procurement Officer was appointed to 
  from third parties, and this will                    develop Quilter's approach to third-party management 
  increase as the Platform Transformation 
  Programme concludes and results in 
  significant business process and                *    The Group's Third Party Risk Management Framework is 
  technology outsourcing to FNZ. If                    in place and is subject to ongoing enhancement 
  Quilter does not effectively oversee 
  its third-party providers, they do 
  not perform as anticipated, or Quilter          *    Third Party Risk Management Policy and standards 
  experiences technological or other                   compliance arrangements 
  problems with a third party, it may 
  not realise productivity improvements 
  or cost efficiencies and may experience 
  operational difficulties, increased 
  costs and loss of business, customer 
  detriment and damage to its reputation. 
 Information and technology risk                Key mitigants 
  Quilter's business is highly dependent          *    A Group Technology Strategy is in place to deliver 
  on its technology infrastructure                     technology enhancements over a 2-3 year time horizon 
  and applications to perform necessary 
  business functions, including to 
  support the provision of services               *    Active systems monitoring and resilience plans 
  to customers. Some of the infrastructure 
  and applications are legacy in nature 
  and require replacement over the                *    IT policy suite and standards compliance arrangements 
  coming years, while multiple acquisitions 
  have extended and complicated the 
  technology estate. Failure to manage 
  technology risk could have a material 
  adverse impact on Quilter's business, 
  its resilience capabilities, financial 
  condition, operations and its reputation. 
 Information security risk                           Key mitigants 
  Quilter's business, by its nature,                   *    Cyber threat defences and monitoring 
  requires it to store, retrieve, evaluate 
  and utilise customer and company 
  data and information, some of which                  *    Data governance arrangements, including those 
  is highly sensitive. Quilter is subject                   relating to General Data Protection Regulation (GDPR) 
  to the risk of IT security breaches                       compliance 
  from parties with criminal or malicious 
  intent. Should Quilter's intrusion 
  detection and anti-penetration software              *    Information security policy and standards compliance 
  not anticipate, prevent or mitigate                       arrangements 
  a network failure or disruption, 
  it may have a material adverse effect 
  on Quilter's customers, business, 
  financial condition, operations, 
  and reputation. 
 People Risk                                    Key mitigants 
  Quilter relies on its talent to deliver         *    Performance evaluation arrangements and related 
  its service to customers and to implement            performance and risk adjusted remuneration 
  the broad range of strategic change                  arrangements 
  initiatives that are currently ongoing. 
  Failure to retain key staff or to 
  attract suitable talent may impact              *    Regular employee engagement surveys 
  the delivery of Quilter's strategy 
  and may have an adverse impact on 
  Quilter's business, its financial               *    Quilter's staff wellbeing initiative, 'Thrive' 
  and operational performance and its 
  delivery of service to customers. 
 Legal and regulatory risks 
 Regulatory risk                                Key mitigants 
  Quilter is subject to regulation                *    Compliance advice and monitoring programme 
  in the UK by the Prudential Regulation 
  Authority and the Financial Conduct 
  Authority; and by a range of regulators         *    Regulatory horizon scanning 
  internationally. Additionally, the 
  firm is subject to the privacy regulations 
  enforced by Information Commissioner's          *    Training and staff awareness programmes 
  Office and international equivalents. 
  Quilter faces risks associated with 
  compliance with these regulations               *    Compliance policy and standards compliance 
  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. 
 Financial crime risk                           Key mitigants 
  Quilter is subject to a range of                *    Mandatory staff training 
  financial crime laws and regulations 
  in each jurisdiction in which it 
  operates. This includes those relating          *    Range of specific controls including due diligence 
  to money laundering, terrorist financing,            and sanctions screening 
  sanctions, bribery and corruption 
  and insider dealing. Relevant regulatory 
  and law enforcement agencies have               *    Financial crime policy and standards compliance 
  the ability to impose significant                    arrangements 
  censures for failures including the 
  possibility of fines or prohibitions 
  which could impact reputation and 
  business performance. 
 Legal risk                                          Key mitigants 
  Quilter is exposed to legal disputes                 *    Internal legal risk management arrangements 
  relating to its provision of services 
  to customers and its contracts with 
  its staff members and third parties;                 *    Access to external counsel advice 
  as well as risks relating to adverse 
  changes to laws in the jurisdictions 
  in which it operates. Failure to                     *    Liability insurance arrangements 
  adequately manage legal risk could 
  result in unmitigated legal costs 
  or penalties, impacting the Group's 
  business, financial condition and 
  reputation. 
 

Statement of Directors' responsibilities in respect of the Annual Report and Accounts 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 they are required to prepare the Group consolidated financial statements in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRSs as adopted by the EU") and applicable law and have elected to prepare the parent Company financial statements on the same basis.

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 their profit or loss for that period. In preparing each of the Group and parent Company financial statements, the Directors are required to:

   --      select suitable accounting policies and then apply them consistently; 
   --      make judgements and estimates that are reasonable, relevant and reliable; 
   --      state whether they have been prepared in accordance with IFRSs as adopted by the EU; 

-- assess the Group and parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and

-- use the going concern basis of accounting unless they either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent Company's transactions and disclose with reasonable accuracy at any time the financial position of the parent Company and enable them to ensure that its financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.

Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, Directors' Report, Directors' Remuneration Report and corporate governance statement that complies with that law and those regulations.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the UK 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 financial report

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 the annual report and accounts, 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 
 

11 March 2020

38: 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 except for the repayment of intercompany indebtedness with Old Mutual plc in 2018. The nature of the related party transactions of the Group has not changed over the course of the year.

38(a): Transactions with previous Parent company, Old Mutual plc

In 2018 the Group incurred GBP3 million of interest expense in relation to intercompany indebtedness with Old Mutual plc prior to separation in June 2018.

38(b): 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.

The summary of compensation of key management personnel is as follows:

38(c): Key management personnel compensation

 
                                                          Year ended          Year ended 
                                                    31 December 2019    31 December 2018 
                                                             GBP'000             GBP'000 
------------------------------------------------  ------------------  ------------------ 
 Salaries and other short-term employee 
  benefits                                                    10,230              13,037 
 Post-employment benefits                                        131                 100 
 Share-based payments                                          7,005               6,876 
 Termination benefits                                              2                 346 
------------------------------------------------  ------------------  ------------------ 
 Total compensation of key management personnel               17,368              20,359 
------------------------------------------------  ------------------  ------------------ 
 

38(d): 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 this on the financial statements is immaterial. During the year ended 31 December 2019, key management personnel and their close family members contributed GBP2 million (2018: GBP3 million) to Group pensions, investments (in both internal and external funds) and life insurance products. The total value of investments in Group pensions and investment products by key management personnel serving at any point during the year was GBP16 million (2018: GBP19 million) at the end of the year.

38(e): Associates

In the current and prior year, IT services were provided by 360 Dot Net Limited, an associate company. The impact on the financial statements of the Group is immaterial.

38(f): Other related parties

Details of the Group's staff pension schemes are provided in note 32. Transactions made between the Group and the Group's staff pension schemes are made in the normal course of business.

The Group used the consulting services of Manchester Square Partners LLP, a company which is jointly controlled by one of the Group's non-executive directors. The transactions amounted to GBP359,000 in 2019 (2018: GBP108,000). Amounts were billed based on market rates for such services and were due and payable under normal payment terms. The outstanding balance with Manchester Square Partners LLP was GBP18,000 at 31 December 2019 (2018: GBP18,000).

- ends -

Enquiries:

 
 Investor Relations: 
  John-Paul Crutchley        [phone] 
 
  Keilah Codd                [phone] 
 Company Secretary: 
  Patrick Gonsalves          [phone] 
 Media: 
  Quilter 
  Tim Skelton-Smith          [phone] 
 Camarco 
  G eoffrey Pelham-Lane      [phone] 
 Aprio (South Africa) 
  Julian Gwillim             [phone] 
 

Registrars:

 
 Shareholders on the UK Register 
 Equiniti                                          https://help.shareview.co.uk 
                                                   Tel: [phone]* (calling from the UK) 
                                                   Tel: [phone] (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 
 Link Market Services South Africa (PTY) Limited   Email: [e-mail] 
                                                    Tel: [phone] 154 6566 (calling from South Africa) 
                                                    Tel: [phone] (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 GBP110.4 billion in customer investments (as at 31 December 2019).

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: Advice and Wealth Management and Wealth Platforms.

Advice and Wealth Management encompasses the financial planning businesses, Quilter Financial Planning, Quilter Private Client Advisers and Quilter Financial Advisers; the discretionary fund management business, Quilter Cheviot; and Quilter Investors, the Multi-asset investment solutions business. Wealth Platforms includes the Old Mutual Wealth UK Platform and Quilter International.

 
Since its IPO in June 2018, the Group's businesses have progressively 
 re-branded to Quilter. The UK Platform will be the final business to 
 rebrand; this will follow the safe delivery of the new platform technology. 
 Descriptor for re-branded business units: 
Previous                                 New 
Intrinsic                                Quilter Financial Planning 
Old Mutual Wealth Private Client 
 Advisers                                Quilter Private Client Advisers 
Quilter Investors                        Quilter Investors 
Quilter Cheviot                          Quilter Cheviot 
UK Platform                              Quilter Wealth Solutions 
International                            Quilter International 
                                         ------------------------------------- 
 

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 [e-mail] or visit www.rns.com.

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March 26, 2020 11:00 ET (15:00 GMT)