Quilter PLC Annual Financial Report and Notice of Meeting (0261U)

TIDMQLT

RNS Number : 0261U

Quilter PLC

23 March 2023

23 March 2023

Quilter plc

Annual Report and Accounts 2022 and Notice of Annual General Meeting 2023

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 2022 (the "2022 Annual Report"); 
   2.   Notice of Annual General Meeting 2023 (the "Notice"); and 
   3.   Forms of Proxy for the Annual General Meeting 2023. 

These documents will be posted to shareholders on Tuesday 4 April 2023. The 2022 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 2023 Annual General Meeting (the "2023 AGM") will be held on Thursday 18 May 2023 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 2023 AGM.

 
                        Posting     Posting    Last day    Proxy         Record       Date of 
                         record      date       to trade    date for      date to      2023 AGM 
                         date                   *           registered    attend 
                                                            holders       and vote 
 Holdings               Friday      Tuesday    -           Tuesday       Tuesday      Thursday 
  on the London          24 March    4 April                16 May        16 May       18 May 
  Stock Exchange         2023        2023                   2023 at       2023 at      2023 at 
                                                            11:00am       6:30pm       11:00am 
                                                            (UK time)     (UK time)    (UK time) 
                       ----------  ---------  ----------  ------------  -----------  ----------- 
 Holdings               Friday      Tuesday    Thursday    Tuesday       Tuesday      Thursday 
  on the Johannesburg    24 March    4 April    11 May      16 May        16 May       18 May 
  Stock Exchange         2023        2023       2023        2023 at       2023 at      2023 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 2023 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 2023 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 2022 Annual Report (page references are to pages in the 2022 Annual Report) and should be read in conjunction with the Quilter plc 2022 Full Year Results announcement issued on Wednesday 8 March 2023. 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 2022 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. Since 2021, improvements in the risk exposure associated with Information Technology, Information Security, Change Execution, Third Party and Operational Resilience has seen them removed from the table below. 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 2022.

 
 Business and strategic risks 
 Economic             Risk owner         2022 risk         Mitigation 
 environment           Chief Financial    trend            2022 activity: 
 Quilter's             Officer            Increasing        *    2022 economic scenario testing at Group and 
 principal revenue                                               subsidiary level. 
 streams are asset 
 value 
 related and as                                             *    Diversification of shareholder cash balances across 
 such Quilter                                                    bank accounts and money market funds to reduce credit 
 is exposed to the                                               concentration risk. 
 condition 
 of global economic 
 markets. 
 The evolving                                              Planned and ongoing 
 Ukraine conflict                                          activity: 
 and increased                                              *    Stress and scenario analysis, including in respect of 
 political                                                       market shocks. 
 uncertainty in the 
 UK saw 
 significant market                                         *    Ongoing enhanced monitoring of market and liquidity 
 volatility                                                      risk exposures. 
 during 2022 and 
 this is 
 expected to 
 continue into 
 2023. Inflation 
 acted as a 
 significant 
 headwind to 
 Quilter, due 
 to rising costs, 
 and lower 
 NCCF 
 with the potential 
 that 
 higher interest 
 rates could 
 further impact 
 equity markets 
 and Quilter's 
 flows. 
 Inflationary 
 pressures are 
 expected 
 to start easing in 
 2023 
 but the pace and 
 timing 
 remains uncertain. 
                     -----------------  ------------  ---------------------------------------------------------------- 
 Business financial   Risk owner         2022 risk         Mitigation 
 performance           Chief Financial    trend             2022 activity: 
 Any negative          Officer            Increasing         *    Implemented revised 2022 cost targets. 
 impact on 
 earnings, share 
 price and/or                                                *    Explore structural efficiencies that can be employed 
 capital position                                                 to deliver 2023 cost base and beyond. 
 could 
 have a resulting 
 adverse 
 effect on                                                  Planned and ongoing 
 Quilter's market                                           activity: 
 credibility and                                             *    Continued monitoring of Key Risk Indicators relating 
 financial                                                        to liquidity, free cash and solvency positions. 
 standing. 
 Throughout 2022, 
 external economic 
 and market 
 conditions 
 remained 
 challenging, 
 and this impacted 
 flows, 
 AuMA and revenues. 
 The 
 economic and 
 political 
 outlook remains 
 uncertain 
 and ongoing 
 inflationary 
 pressures, 
 alongside 
 increasing 
 interest rates, 
 risk damaging 
 consumer 
 confidence 
 further as 
 cost-of-living 
 pressures 
 continue. 
                     -----------------  ------------  ---------------------------------------------------------------- 
 Strategic delivery   Risk owner         2022 risk         Mitigation 
 The current stage     Chief Executive    trend             2022 activity: 
 of our                Officer            Increasing         *    Reprioritisation of the operating plan. 
 strategy brings 
 with it 
 continued                                                   *    Development of customer proposition and points of 
 strategic                                                        differentiation. 
 execution 
 risk and the 
 challenging 
 external                                                   Planned and ongoing 
 conditions have                                            activity: 
 led to an increase                                          *    Maintaining robust change discipline through a 
 in this                                                          comprehensive change framework and effective 
 risk over the                                                    governance structures. 
 year. 
 Improved 
 structural                                                  *    Dependency and resource mapping, identifying and 

 efficiency                                                       retaining key capabilities . 
 will reduce 
 vulnerability 
 to short-term 
 market conditions 
 and enable 
 long-term 
 investment. 
 Customers place 
 their trust 
 in Quilter to help 
 deliver 
 their financial 
 futures, 
 and delivery of 
 good customer 
 outcomes in all of 
 Quilter's 
 client 
 propositions will 
 be key to the 
 success of 
 Quilter's next 
 phase. 
                     -----------------  ------------  ---------------------------------------------------------------- 
 Climate strategy     Risk owner         2022 risk         Mitigation 
 Climate strategy      Chief Executive    trend            2022 activity: 
 risk is               Officer            Stable            *    Recruited a Head of Responsible Wealth Management. 
 the risk that 
 Quilter fails 
 to develop and                                             *    Began developing a detailed climate action strategy 
 deliver                                                         for the business which encompasses Scope 3 emissions. 
 the achievable, 
 coherent, 
 comprehensive and                                          *    Completed the requirements phase for 2022 
 robust                                                          TCFD-related disclosure deliverables. 
 long-term climate 
 strategy 
 needed to 
 appropriately                                             Planned and ongoing 
 manage climate                                            activity: 
 related                                                    *    Develop requirements for 2023 TCFD-related 
 financial and 
 non-financial 
 risks (as set out                                         disclosure deliverables. 
 in our                                                     *    Complete a full risk assessment to ensure the climate 
 2022 Task Force on                                              action strategy addresses any underlying risk 
 Climate-related                                                 factors. 
 Financial 
 Disclosures (" 
 TCFD report")), 
 meet regulatory 
 and other 
 stakeholder 
 expectations, 
 and fulfil our 
 strategic 
 ambition. This 
 could result 
 in reputational 
 damage, 
 the 
 potential for 
 regulatory 
 action, and/or 
 financial 
 impacts. Quilter 
 takes 
 its responsibility 
 to the 
 environment very 
 seriously, 
 and is determined 
 to play 
 its part in 
 reducing climate 
 impacts. 
                     -----------------  ------------  ---------------------------------------------------------------- 
 Operational and regulatory risks 
 Advice               Risk owner         2022 risk         Mitigation 
 Quilter's             Chief Executive    trend             2022 activity: 
 financial advice      Officer -          Reducing           *    Conclusion of programme of work to enhance the 
 services are          Quilter                                    control environment that supports the delivery of 
 subject to            Financial                                  suitable advice in the Quilter Financial Planning 
 fundamental           Planning                                   business. 
 regulatory 
 conduct 
 requirements to                                             *    Defined benefit transfer advice remediation activity 
 assure                                                           is entering latter stages, with a small number of 
 suitability of                                                   residual cases being handled in compliance with the 
 advisory                                                         FCA's published section 404 compensation scheme. 
 recommendations. 
 Failure 
 to 
 operate effective                                          Planned and ongoing 
 arrangements                                               activity: 
 to support the                                              *    Ongoing control improvement programme transitioning 
 ongoing                                                          into business as usual activity. 
 delivery of 
 suitable advice 
 could expose                                                *    A programme of work designed to make doing business 
 Quilter to                                                       with us easier for customers and our advisers. 
 risks associated 
 with customer 
 detriment,                                                  *    Automating wherever possible in support of a less 
 regulatory censure                                               manual control environment. 
 and remediation 
 programmes, 
 with consequential 
 impacts 
 to the Group's 
 business, 
 financial 
 condition and 
 reputation. 
 Quilter continues 
 to build on 
 significant 
 improvements to 
 the control 
 environment over 
 the past 
 18 months, with an 
 improving 
 trend seen against 
 this 
 risk. 
                     -----------------  ------------  ---------------------------------------------------------------- 
 People               Risk owner         2022 risk         Mitigation 
 Quilter relies on     HR Director        trend             2022 activity: 
 its talent                               Increasing         *    We Rise framework to support the delivery of 
 to deliver its                                                   Quilter's strategic objectives with agility and 
 service                                                          flexibility to adapt to the changing internal and 
 to customers. The                                                external environment. 
 tight 
 labour market and 
 the cost-of-living 
 pressures are                                              Planned and ongoing 
 continuing                                                 activity: 
 to drive some                                               *    Talent management and succession programme. 
 challenging 
 conditions for 
 employee                                                    *    Performance and risk-adjusted remuneration 
 retention. Failure 
 to attract 
 and retain                                                 arrangements. 
 suitable talent                                             *    Regular employee engagement surveys. 
 may impact on the 
 delivery 
 of Quilter's                                                *    Quilter's staff wellbeing initiative, 'Thrive'. 
 strategy and 
 may have an 
 adverse impact                                              *    Coaching programme to support new teams coming 
 on Quilter's                                                     together as part of business transformation/ change. 
 business, 
 its financial and 
 operational 
 performance and 
 its delivery 
 of service to 
 customers. 
                     -----------------  ------------  ---------------------------------------------------------------- 
 Regulatory           Risk owner         2022 risk     Mitigation 
 Quilter is subject    Chief Risk         trend         2022 activity: 
 to regulation         Officer            Stable         *    Plan defined for Consumer Duty implementation and 
 in the UK by the                                             mobilisation of the programme. 
 PRA and 
 the FCA. 
 Additionally,                                           *    Implemented Appointed Representative regime changes. 
 the firm is 
 subject to 
 the privacy 
 regulations                                            Planned and ongoing 
 enforced by the                                        activity: 
 Information                                             *    Implement Consumer Duty requirements. 
 Commissioner's 
 Office and 
 international                                           *    Compliance monitoring programme. 
 equivalents. 
 Quilter faces 
 risks associated                                        *    Regulatory engagement management, and regulatory 
 with compliance                                              horizon scanning. 
 with these 
 regulations 
 and to changes in                                       *    Staff training and staff awareness programmes. 
 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 financial statements in accordance with UK-adopted international accounting standards and the Parent Company financial statements in accordance with UK Accounting Standards. Additionally, the FCA'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;

-- 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 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

 
 Steven Levin               Mark Satchel 
  Chief Executive Officer    Chief Financial Officer 
 

8 March 2023

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 
                                                           2022          2021 
                                                        GBP'000       GBP'000 
-------------------------------------------------  ------------  ------------ 
 Salaries and other short-term employee benefits          5,739         7,627 
 Post-employment benefits                                    25            43 
 Share-based payments                                     3,372         2,987 
 Total compensation of key management personnel           9,136        10,657 
-------------------------------------------------  ------------  ------------ 
 

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 2022, key management personnel and their close family members contributed GBP2 million (2021: 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 (2021: GBP12 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 2022 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 and Officers.

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        [phone] 
 Company Secretary: 
  Clare Barrett              [phone] 
                          ---------------------- 
 Press: 
  Tim Skelton-Smith          [phone] 
 
  Camarco: 
  G eoffrey Pelham-Lane      [phone] 
                          ---------------------- 
 

Registrars:

 
 Shareholders on the UK Register: 
 Equiniti                              https://help.shareview.co.uk 
 
                                       Tel: [phone]* (calling from 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: [e-mail] 
 
                                        Tel: [phone] 154 6566 (calling from South Africa) 
 
                                        Tel: [phone] (calling from overseas) 
                                      -------------------------------------------------------------------------------- 
 

About Quilter plc:

Quilter plc is a leading UK-centric wealth management business, helping to create prosperity for the generations of today and tomorrow.

Quilter oversees GBP99.6 billion in customer investments as at 31 December 2022.

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 client-focused 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.

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March 23, 2023 07:00 ET (11:00 GMT)