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Annual Report and Accounts 2019 and Notice of Annual General Meeting 2020
QUILTER PLC
(previously, Old Mutual Wealth Management Limited)
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")
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 Posting Last day to Proxy Record Date of
record date trade1 date for date to 2020 AGM
date registered attend and
holders vote
Holdings on Friday, 27 Wednesday, - Tuesday, 12 Tuesday, 12 Thursday, 14
the London March 2020 8 April 2020 May 2020 at May 2020 at May 2020 at
Stock 11:00am (UK 6:30pm (UK 11:00am (UK
Exchange time) time) time)
Holdings on Friday, 27 Wednesday, Thursday, 9 Tuesday, 12 Tuesday, 12 Thursday, 14
the March 2020 8 April 2020 May 2020 May 2020 at May 2020 at May 2020 at
Johannesburg 12:00pm (SA 7:30pm (SA 12:00pm (SA
Stock time) time) time)
Exchange
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 UK wealth • Strategic and business planning process
manager with an advice-led proposition. Should this • Business performance monitoring
strategy not yield the anticipated benefits, as a result • Robust strategic initiative management
of inaccurate understanding of target market and • Brand management and brand monitoring
customer behaviours, or as a result of failure to arrangements
manage its new brand effectively, there may be
material adverse effect on the Group’s business, its
financial condition and its reputation.
Investment performance risk Key mitigants
Strong investment performance within Quilter • Investment strategy
Investors’ fund management proposition and within • Investment performance management
Quilter Cheviot’s discretionary fund management • Investment risk monitoring
proposition are key to enable Quilter to meet • Investment risk standards compliance
customer expectations and to grow its customer arrangements
base, and funds under management. During 2019,
weaker short-term performance of Quilter Investors’
core fund range 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 it to potential and • Conflicts of interest register and monitoring
actual conflicts of interest, including those which • Conflicts identification and management training
result from Quilter’s full-service distribution model. • Conflicts of interest policy compliance arrangements
Any failure to effectively manage conflicts of interest
between its businesses and between 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 management • Advice and portfolio management standards
services are subject to fundamental regulatory • Suitability monitoring and oversight arrangements
conduct requirements to assure suitability of advisory • Extensive training arrangements for investment
recommendations and discretionary portfolio advisers and portfolio managers
management. Failure to operate effective • Integration of advice firm acquisitions
arrangements to support the delivery of suitable
advice and portfolio management, including within
recently acquired advice businesses, could expose
Quilter 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 are asset-value • Stress and scenario analysis
related and as such the Group is exposed to the • Strength of balance sheet
condition of global economic markets, and the UK • Financial risk policies, standards and limits
markets in particular. Continued political uncertainty in
the UK as a result of the UK’s decision to 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 from third parties, • In 2019 a Chief Procurement Officer was
and this will increase as the Platform Transformation appointed to develop Quilter’s approach to third-
Programme concludes and results in significant party management
business process and technology outsourcing to FNZ. • The Group’s Third Party Risk Management
If Quilter does not effectively oversee its third-party Framework is in place and is subject to ongoing
providers, they do not perform as anticipated, or enhancement
Quilter experiences technological or other problems • Third Party Risk Management Policy and
with a third party, it may not realise productivity standards compliance arrangements
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 on its • A Group Technology Strategy is in place to deliver
technology infrastructure and applications to perform technology enhancements over a 2-3 year time
necessary business functions, including to support the horizon
provision of services to customers. Some of the • Active systems monitoring and resilience plans
infrastructure and applications are legacy in nature • IT policy suite and standards compliance
and require replacement over the coming years, while arrangements
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
• Cyber threat defences and monitoring
Quilter’s business, by its nature, requires it to store, • Data governance arrangements, including those
retrieve, evaluate and utilise customer and company relating to General Data Protection Regulation
data and information, some of which is highly (GDPR) compliance
sensitive. Quilter is subject to the risk of IT security • Information security policy and standards
breaches from parties with criminal or malicious compliance arrangements
intent. Should Quilter’s intrusion detection and anti-
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 Key mitigants
Quilter relies on its talent to deliver its service to • Performance evaluation arrangements and related
customers and to implement the broad range of performance and risk adjusted remuneration
strategic change initiatives that are currently ongoing. arrangements
Failure to retain key staff or to attract suitable talent • Regular employee engagement surveys
may impact the delivery of Quilter’s strategy and may • Quilter’s staff wellbeing initiative, ‘Thrive’
have an adverse impact on Quilter’s business, its
financial and operational performance and its delivery
of service to customers.
Legal and regulatory risks
Regulatory risk Key mitigants
Quilter is subject to regulation in the UK by the • Compliance advice and monitoring programme
Prudential Regulation Authority and the Financial • Regulatory horizon scanning
Conduct Authority; and by a range of regulators • Training and staff awareness programmes
internationally. Additionally, the firm is subject to the • Compliance policy and standards compliance
privacy regulations enforced by Information
Commissioner’s Office and international equivalents.
Quilter faces risks associated with compliance with
these regulations and to changes in regulations or
regulatory focus or interpretation in the markets in
which Quilter operates. Failure to manage regulatory
compliance effectively could result in regulatory
censure, including the possibility of fines or
prohibitions which could impact business performance
and reputation.
Financial crime risk Key mitigants
Quilter is subject to a range of financial crime laws • Mandatory staff training
and regulations in each jurisdiction in which it • Range of specific controls including due diligence
operates. This includes those relating to money and sanctions screening
laundering, terrorist financing, sanctions, bribery and • Financial crime policy and standards compliance
corruption and insider dealing. Relevant regulatory arrangements
and law enforcement agencies have the ability to
impose significant 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 relating to its • Internal legal risk management arrangements
provision of services to customers and its contracts • Access to external counsel advice
with its staff members and third parties; as well as • Liability insurance arrangements
risks relating to adverse changes to laws in the
jurisdictions in which it operates. Failure to 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 £3 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
£’000 £’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 £2 million (2018: £3 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
£16 million (2018: £19 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 £359,000 in 2019 (2018: £108,000).
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 £18,000 at 31 December 2019 (2018:
£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
Tim Skelton-Smith +44 (0)7824 145 076
Cam arco
Geoffrey Pelham-Lane +44 (0)7733 124 226
Aprio (South Africa)
Julian Gwillim +27 82 452 4389
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
Link Market Services South Email: investorenquiries@linkmarketservices.co.za
Africa (PTY) 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 £110.4 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
Sponsor:
J.P. Morgan Equities South Africa Proprietary Limited
Date: 26-03-2020 05:00:00
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