Wrap Text
Annual Report and Accounts 2020 and Notice of Annual General Meeting 2021
QUILTER PLC
Incorporated under the Companies Act 1985 with registered number 06404270 and re-registered as a
public limited company under the Companies Act 2006)
ISIN CODE: GB00BDCXV269
JSE SHARE CODE: QLT
Quilter plc (the "Company")
25 March 2021
Quilter plc
Annual Report and Accounts 2020 and Notice of Annual General Meeting 2021
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 2020 (the “2020 Annual Report”);
2. Notice of Annual General Meeting 2021 (the “Notice”); and
3. Forms of Proxy for the Annual General Meeting 2021.
These documents will be posted to shareholders on Thursday 8 April 2021. The 2020 Annual Report is also available
to view online at quilter.com/annualreport and the Notice is available online at quilter.com/agm.
The Company’s Annual General Meeting 2021 (the “2021 AGM”) will be held on Thursday 13 May 2021 at 11:00am
(UK time) at Senator House, 85 Queen Victoria Street, London EC4V 4AB.
Impact of COVID-19
Due to the unprecedented challenges caused by COVID-19, we have significantly changed the way our AGM will be
held this year. Regrettably, in light of current UK Government guidance, and with the health and safety of our
shareholders, colleagues and the wider community in mind, we are requesting that shareholders do not attend the
AGM in person, unless the current situation changes. We value the opportunity to engage with our shareholders
and details on how shareholders can participate in the meeting are provided in our Notice which is available on our
AGM Hub at quilter.com/agm. We strongly urge shareholders to read the 2020 Annual Report available on our
website at quilter.com/annualreport and the Notice available on our AGM Hub at quilter.com/agm.
We will continue to provide up to date information about our AGM arrangements on our AGM Hub at
quilter.com/agm.
Key dates for shareholders
The table below shows the key dates for shareholders in respect of the 2021 AGM.
Posting Posting Last day to Proxy date Record Date of
record date date trade* for date to 2021 AGM
registered attend and
holders vote
Holdings on Friday 26 Thursday 8 - Tuesday 11 Tuesday 11 Thursday 13
the London March 2021 April 2021 May 2021 at May 2021 at May 2021 at
Stock 11:00am (UK 6:30pm (UK 11:00am (UK
Exchange time) time) time)
Holdings on Friday 26 Thursday 8 Thursday 6 Tuesday 11 Tuesday 11 Thursday 13
the March 2021 April 2021 May 2021 May 2021 at May 2021 at May 2021 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 2021 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 2021 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 176,961,074 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 2020 Annual Report (page references are to pages in the 2020
Annual Report) and should be read in conjunction with the Quilter plc 2020 Full Year Results announcement issued
on Wednesday 10 March 2021. 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 2020 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 are consistent with Quilter’s
Enterprise Risk Framework categorisation, and with the Top Risk reporting that is undertaken quarterly to 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. 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 2020.
Business and strategic risks
Economic environment Risk owner 2020 risk trend Mitigation
Quilter’s principal revenue streams are Chief Financial Residual risk • Annual stress and
asset value-related and as such Quilter Officer increased during scenario analysis
is exposed to the condition of global 2020 exercise
economic markets. The evolving • Strength of balance
COVID-19 pandemic continues to have sheet
significant impacts on economic
activity resulting in market volatility.
These conditions are expected to
continue into 2021, alongside residual
uncertainty in relation to the full
impacts of the implementation of the
UK-EU Trade and Cooperation
Agreement. 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 financial performance Risk owner 2020 risk trend Mitigation
The challenging external environment Chief Financial Residual risk • Ongoing cost efficiency
experienced in 2020 is set to continue Officer increased during focus
to impact net flows, revenues and 2020 • Optimisation initiatives
profitability into 2021, with margin • Financial risk policies,
compression also set to be expedited standards and limits
by the current conditions. Prudent cost
management, both through tactical in
year savings, and longer-term
Optimisation initiatives has reduced
the cost base, though increasing
Financial Services Compensation
Scheme levies present a further cost
challenge. An unmitigated negative
impact on earnings, share price and/or
capital position could have a resulting
adverse effect on Quilter’s market
credibility and financial standing.
Investment performance Risk owner 2020 risk trend Mitigation
Strong investment performance within Chief Executive Residual risk • Bolstered Quilter
Quilter Investors’ fund management Officer – Quilter decreased during Investors’ leadership
proposition and within Quilter Cheviot’s Investors 2020 team, including a new
discretionary fund management Chief Investment Officer
proposition are key to enable Quilter to Chief Executive • Enhanced Quilter
meet customer expectations and to Officer – Quilter Investors’ performance
grow its customer base, and assets Cheviot and investment risk
under management. Weaker short- oversight and
term performance of Quilter Investors’ monitoring
Cirilium Active range was noted during
volatile markets in the first quarter of
2020, with a range of management
actions ongoing to support stronger
performance. Stronger performance
has been observed for the remainder
of the year as these management
actions have been implemented,
reducing the residual risk profile.
Longer term under-performance of
core investment management
propositions could have a material
effect on Quilter’s business, financial
performance and reputation.
Change Risk owner 2020 risk trend Mitigation
Quilter continues to be subject to Chief Operating Residual risk • Successful PTP
material change programmes, as a Officer decreased during migration preparation
series of long-running programmes are 2020 and migration events in
due to be completed during 2021, Chief Executive 2020, with final
including the Platform Transformation Officer – Quilter migration on track for
Programme (“PTP”). The scale of Investment Q1 2021
change is reducing, in particular, as Platform (PTP) • Active management and
PTP nears completion. A series of new prioritisation of the
business change programmes change portfolio
including the work to strengthen • Enhanced executive
controls at Quilter Financial Planning, oversight and change
and several key digital and data assurance
initiatives will be ongoing in 2021. This • Programme and
delivery profile carries a delivery risk, a portfolio governance
risk of implementation issues, and a arrangements
dependence on key individuals. As
2021 progresses there will be a need
to ensure these projects remain on
track to deliver the intended benefits,
without risking disruption to continuing
operations and the control
environment.
Operational and regulatory risks
Advice Risk owner 2020 risk trend Mitigation
Quilter’s financial advice services are Chief Executive Residual risk • Ongoing work to
subject to fundamental regulatory Officer – Quilter increased during enhance the advice and
conduct requirements to assure Financial Planning 2020 adviser control
suitability of advisory framework within
recommendations. Failure to operate Quilter Financial
effective arrangements to support the Planning
delivery of suitable advice could • Enhanced suitability
expose Quilter to risks associated with monitoring and
customer detriment, regulatory oversight arrangements
censure and remediation programmes,
and consequential impacts to the
Group’s business, financial condition
and reputation. The current scrutiny of
the defined benefit transfer advice
provided by Lighthouse has increased
the risk profile during 2020 given the
need to remediate impacted cases
where relevant and deliver fair
outcomes for customers.
Information technology Risk owner 2020 risk trend Mitigation
Quilter’s business is highly dependent Chief Operating Residual risk • Technology strategy to
on its technology infrastructure and Officer decreased during support the transition to
applications to perform necessary 2020 modern applications
business functions, including to
support the provision of services to and retirement of
customers. COVID-19 has required legacy technology
adaptation to mass home working, • Infrastructure
which has been successfully achieved Transformation
across Quilter. Much of Quilter’s legacy Programme to deliver
IT estate is currently being replaced, technology
with a move to Software as a Service enhancement across
(“SAAS”) applications reducing the Quilter’s estate
Group’s internal technology • Active systems
complexity, though increasing reliance monitoring
on third-parties. Failure to manage • Policy suite and
technology risk could have a material standards compliance
adverse impact on Quilter’s business, arrangements
its resilience capabilities, financial
condition, operations and its
reputation.
Information security Risk owner 2020 risk trend Mitigation
Quilter’s business, by its nature, Chief Operating Residual risk • Ongoing Information
requires it to store, retrieve, evaluate Officer remained broadly Security Improvement
and utilise customer and company stable during Programme
data and information, some of which is 2020 • Cyber threat defences
highly sensitive. The COVID-19 and monitoring
conditions mean there is increased • Data governance
remote handling of data. Quilter is arrangements
subject to the risk of information • Information security
security breaches from parties with policy and standards
criminal or malicious intent. Should compliance
Quilter’s intrusion detection and anti- arrangements
penetration software 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 2020 risk trend Mitigation
Quilter relies on its talent to deliver its Chief Operating Residual risk • Phasing key change
service to customers and to implement Officer remained broadly programmes to avoid
the broad range of strategic change stable during conflicts
initiatives that are currently being 2020 • Performance evaluation
delivered. In 2020 the COVID-19 arrangements and
operating conditions have posed related performance
further people challenges, although a and risk-adjusted
strong focus on supporting staff remuneration
through this difficult time has reduced arrangements
its impact. People risk has remained • Regular employee
elevated but broadly stable during engagement surveys
2020. Failure to retain key staff or to • Quilter’s staff wellbeing
attract suitable talent may impact the initiative, ‘Thrive’
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, including outsourcing Risk owner 2020 risk trend Mitigation
Quilter procures certain services from Chief Operating Residual risk • Maturing of Quilter’s
third parties, which will increase as the Officer decreased during Third-Party Risk
Platform Transformation Programme 2020 Management
concludes and results in significant Framework
business process and technology • Implementation of a
outsourcing to FNZ. If Quilter does not systemised approach to
effectively oversee its third-party outsourcing
providers, they do not perform as • Third Party Risk
anticipated, or Quilter experiences Management Policy and
technological or other problems with a standards compliance
third party, Quilter may experience arrangements
operational difficulties, increased costs
and loss of business, potential
customer detriment and damage to its
reputation. A decreasing residual risk
profile is observed as Quilter’s third-
party oversight arrangement matured
through 2020, reducing the risk of
material incidents.
Operational resilience Risk owner 2020 risk trend Mitigation
Operational resilience was added to Chief Operating Residual risk • Operational resilience
Quilter’s principal risks and Officer remained broadly policy and processes
uncertainties in Q2 2020, given the stable during • Systemised inventories
magnitude of the disruption posted by 2020 (Since Q2 of critical processes and
COVID-19. The pandemic has tested 2020) dependencies
Quilter’s ability to respond and adapt • Resilience plans and
to sudden disruptions and has shown testing
Quilter to successfully manage during
this crisis period. Following the
maturing of crisis management
protocols, the focus in 2021 will switch
to reviewing standards for articulating
critical processes and dependencies,
and of the effectiveness of testing
such that the firm can robustly
demonstrate preparedness for future
scenarios, and manage the risk that
future events could pose to customers
or Quilter. The trend represents a
stable residual risk trend since
inclusion in Quilter’s principal risks and
uncertainties in Q2 2020.
Regulatory Risk owner 2020 risk trend Mitigation
Quilter is subject to regulation in the Chief Risk Officer Residual risk • Compliance advice and
UK by the PRA and the FCA, and by a increased during monitoring programme
range of regulators internationally. 2020 • Regulatory engagement
Additionally, the firm is subject to the management
privacy regulations enforced by • Regulatory horizon
Information Commissioner’s Office and scanning
international equivalents. Quilter faces • Staff training and staff
risks associated with compliance with awareness programmes
these regulations and to changes in • Compliance policy and
regulations or regulatory focus or standards compliance
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. An
increased risk profile was noted in
2020 as a result of regulatory attention
in respect of Quilter Financial Planning.
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 the Directors have prepared the Group and parent Company financial statements in accordance
with international financial reporting standards in conformity with the requirements of the Companies Act 2006.
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 adopted
pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union.
Under company law, 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, international accounting standards in conformity with the
requirements of the Companies Act 2006 and, for the group, international financial reporting standards
adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union;
• 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 its 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 Accounts
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, 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
10 March 2021
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 on page 122.
39(a)(i): Key management personnel compensation
31 December 31 December
2020 2019
£’000 £’000
Salaries and other short-term employee benefits 5,503 10,230
Post-employment benefits 62 131
Share-based payments 5,263 7,005
Termination benefits 51 2
Total compensation of key management personnel 10,879 17,368
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
material to the Group’s financial statements. During the year ended 31 December 2020, key management personnel
and their close family members contributed £2 million to Group pensions and investments (in both internal and
external funds). The total value of investments in Group pensions and investment products by key management
personnel serving at any point during the year and their close family members was £14 million at the end of the
year.
During the year ended 31 December 2019, key management personnel and their close family members contributed
£4 million (restated from £2 million previously reported) and the value of their investments in Group pensions and
investment products totalled £18 million (restated from £16 million previously reported). The prior year
comparatives have been restated due to the subsequent identification of additional investments in Group products
associated with key management personnel in the year.
39(b): 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.
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.
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 (who resigned from the Quilter plc Board in May 2020). The
transactions between the Group and Manchester Square Partners LLP amounted to £54,000 for that period in 2020
(2019: £359,000). 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 £nil at 31 December
2020 (2019: £18,000).
– 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
Media:
Quilter
Jane Goodland +44 (0)7790 012 066
Tim Skelton-Smith +44 (0)7824 145 076
Cam arco
Geoffrey 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) 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 wealth management business in the UK and internationally, helping to create prosperity for
the generations of today and tomorrow.
Quilter plc oversees £117.8 billion in customer investments (as at 31 December 2020).
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 Private Client
Advisers, Quilter Financial Planning and Quilter Financial Advisers), the discretionary fund management business
(Quilter Cheviot) and the Multi-asset investment solutions business (Quilter Investors). Wealth Platforms
includes the Old Mutual Wealth UK Platform and Quilter International, including AAM Advisory in Singapore.
Since its IPO in June 2018, the Group’s businesses have progressively re-branded to Quilter. The UK Platform is
the final business to rebrand and this is expected to occur by mid-2021. The descriptor for the re-branded
businesses are:
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 Investment Platform
International Quilter International
JSE Sponsor: J.P. Morgan Equities South Africa Proprietary Limited
Date: 25-03-2021 12:00:00
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