Wrap Text
Annual Report and Accounts 2022 and Notice of Annual General Meeting 2023
QUILTER PLC
Incorporated under the Companies Act 1985 (UK) with registered number 06404270 and re-registered as a
public limited company under the Companies Act 2006) (UK)
ISIN CODE: GB00BDCXV269
JSE SHARE CODE: QLT
Quilter plc (the "Company")
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 to Proxy date Record Date of
record date date trade* for date to 2023 AGM
registered attend and
holders vote
Holdings on Friday 24 Tuesday 4 - Tuesday 16 Tuesday 16 Thursday 18
the London March 2023 April 2023 May 2023 at May 2023 at May 2023 at
Stock 11:00am 6:30pm (UK 11:00am
Exchange (UK time) time) (UK time)
Holdings on Friday 24 Tuesday 4 Thursday 11 Tuesday 16 Tuesday 16 Thursday 18
the March 2023 April 2023 May 2023 May 2023 at May 2023 at May 2023 at
Johannesburg 12:00pm (SA 7:30pm (SA 12:00pm (SA
Stock time) time) time)
Exchange
*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 environment Risk owner 2022 risk trend Mitigation
Quilter’s principal revenue streams Chief Financial Increasing 2022 activity:
are asset value related and as such Officer • 2022 economic
Quilter is exposed to the condition of scenario testing at
global economic markets. The Group and subsidiary
evolving Ukraine conflict and level.
increased political uncertainty in the • Diversification of
UK saw significant market volatility shareholder cash
during 2022 and this is expected to balances across bank
accounts and money
continue into 2023. Inflation acted as market funds to reduce
a significant headwind to Quilter, credit concentration
due to rising costs, and lower NCCF risk.
with the potential that higher
interest rates could further impact Planned and ongoing
equity markets and Quilter’s flows. activity:
Inflationary pressures are expected • Stress and scenario
to start easing in 2023 but the pace analysis, including in
and timing remains uncertain. respect of market
shocks.
• Ongoing enhanced
monitoring of market
and liquidity risk
exposures.
Business financial performance Risk owner 2022 risk trend Mitigation
Any negative impact on earnings, Chief Financial Increasing 2022 activity:
share price and/or capital position Officer • Implemented revised
could have a resulting adverse effect 2022 cost targets.
on Quilter’s market credibility and • Explore structural
financial standing. Throughout 2022, efficiencies that can be
external economic and market employed to deliver
conditions remained challenging, 2023 cost base and
and this impacted flows, AuMA and beyond.
revenues. The economic and political
outlook remains uncertain and Planned and ongoing
ongoing inflationary pressures, activity:
alongside increasing interest rates, • Continued monitoring
risk damaging consumer confidence of Key Risk Indicators
further as cost-of-living pressures relating to liquidity,
continue. free cash and solvency
positions.
Strategic delivery Risk owner 2022 risk trend Mitigation
The current stage of our strategy Chief Executive Increasing 2022 activity:
brings with it continued strategic Officer • Reprioritisation of the
execution risk and the challenging operating plan.
external conditions have led to an • Development of
increase in this risk over the year. customer proposition
Improved structural efficiency will and points of
reduce vulnerability to short-term differentiation.
market conditions and enable long-
term investment. Customers place Planned and ongoing
their trust in Quilter to help deliver activity:
their financial futures, and delivery • Maintaining robust
of good customer outcomes in all of change discipline
Quilter’s client propositions will be through a
key to the success of Quilter’s next comprehensive change
phase. framework and
effective governance
structures.
• Dependency and
resource mapping,
identifying and
retaining key
capabilities.
Climate strategy Risk owner 2022 risk trend Mitigation
Climate strategy risk is the risk that Chief Executive Stable 2022 activity:
Quilter fails to develop and deliver Officer • Recruited a Head of
the achievable, coherent, Responsible Wealth
comprehensive and robust long- Management.
term climate strategy needed to • Began developing a
appropriately manage climate detailed climate action
related financial and non-financial strategy for the
risks (as set out in our 2022 Task business which
Force on Climate-related Financial encompasses Scope 3
Disclosures (“TCFD report”)), meet emissions.
regulatory and other stakeholder • Completed the
expectations, and fulfil our strategic requirements phase
ambition. This could result in for 2022 TCFD-related
reputational damage, the disclosure deliverables.
potential for regulatory action,
and/or financial impacts. Quilter Planned and ongoing
takes its responsibility to the activity:
environment very seriously, and is • Develop requirements
determined to play its part in for 2023 TCFD-related
reducing climate impacts. disclosure deliverables.
• Complete a full risk
assessment to ensure
the climate action
strategy addresses any
underlying risk factors.
Operational and regulatory risks
Advice Risk owner 2022 risk trend Mitigation
Quilter’s financial advice services are Chief Executive Reducing 2022 activity:
subject to fundamental regulatory Officer – Quilter • Conclusion of
conduct requirements to assure Financial programme of work to
suitability of advisory Planning enhance the control
recommendations. Failure to environment that
operate effective arrangements to supports the delivery
support the ongoing delivery of of suitable advice in the
suitable advice could expose Quilter Quilter Financial
to risks associated with customer Planning business.
detriment, regulatory censure • Defined benefit
transfer advice
and remediation programmes, with remediation activity is
consequential impacts to the Group’s entering latter stages,
business, financial condition and with a small number of
reputation. Quilter continues to build residual cases being
on significant improvements to the handled in compliance
control environment over the past with the FCA’s
18 months, with an improving trend published section 404
seen against this risk. compensation scheme.
Planned and ongoing
activity:
• Ongoing control
improvement
programme
transitioning into
business as usual
activity.
• A programme of work
designed to make
doing business with us
easier for customers
and our advisers.
• Automating wherever
possible in support of a
less manual control
environment.
People Risk owner 2022 risk trend Mitigation
Quilter relies on its talent to deliver HR Director Increasing 2022 activity:
its service to customers. The tight • We Rise framework to
labour market and the cost-of-living support the delivery of
pressures are continuing to drive Quilter’s strategic
some challenging conditions for objectives with agility
employee retention. Failure to and flexibility to adapt
attract and retain suitable talent may to the changing
impact on the delivery of Quilter’s internal and external
strategy and may have an adverse environment.
impact on Quilter’s business, its
financial and operational Planned and ongoing
performance and its delivery of activity:
service to customers. • Talent management
and succession
programme.
• Performance and risk-
adjusted remuneration
arrangements.
• Regular employee
engagement surveys.
• Quilter’s staff wellbeing
initiative, ‘Thrive’.
• Coaching programme
to support new teams
coming together as
part of business
transformation/
change.
Regulatory Risk owner 2022 risk trend Mitigation
Quilter is subject to regulation in the Chief Risk Officer Stable 2022 activity:
UK by the PRA and the FCA. • Plan defined for
Additionally, the firm is subject to the Consumer Duty
privacy regulations enforced by the implementation and
Information Commissioner’s mobilisation of the
Office and international equivalents. programme.
Quilter faces risks associated with • Implemented
compliance with these regulations Appointed
and to changes in regulations or Representative regime
regulatory focus or interpretation in changes.
the markets in which Quilter
operates. Failure to manage Planned and ongoing
regulatory compliance effectively activity:
could result in regulatory censure, • Implement Consumer
including the possibility of fines or Duty requirements.
prohibitions which could impact • Compliance monitoring
business performance and programme.
reputation. • Regulatory
engagement
management, and
regulatory horizon
scanning.
• Staff training and staff
awareness
programmes.
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
£’000 £’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 £2 million (2021: £1 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 £12 million at the end of the year (2021: £12 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 +44 (0)7741 385 251
Company Secretary:
Clare Barrett +44 (0)7741 384 512
Press:
Tim Skelton-Smith +44 (0)7824 145 076
Camarco:
Geoffrey Pelham-Lane +44 (0)20 3757 4985
Registrars:
Shareholders on the UK Register:
Equiniti https://help.shareview.co.uk
Tel: +44 (0)333 207 5953* (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) Email: investorenquiries@jseinvestorservices.co.za
Limited
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 UK-centric wealth management business, helping to create prosperity for the
generations of today and tomorrow.
Quilter oversees £99.6 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.
JSE Sponsor:
J.P. Morgan Equities South Africa Proprietary Limited
Date: 23-03-2023 01:00:00
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