TIDMQLT
RNS Number : 7575H
Quilter PLC
26 March 2020
26 March 2020
Quilter plc
Annual Report and Accounts 2019 and Notice of Annual General
Meeting 2020
Quilter plc (the "Company") announces that copies of the
following documents have been submitted to the National Storage
Mechanism and will shortly be available for inspection at
http://www.morningstar.co.uk/uk/NSM :
1. Annual Report and Accounts 2019 (the "2019 Annual Report");
2. Notice of Annual General Meeting 2020 (the "Notice of AGM"); and
3. Forms of Proxy for the Annual General Meeting 2020.
These documents will be posted to shareholders on Wednesday, 8
April 2020. The 2019 Annual Report is also available to view online
at quilter.com/annualreport and the Notice of AGM is available
online at quilter.com/agm.
Our intention is that the Company's Annual General Meeting 2020
(the "2020 AGM") will be held on Thursday, 14 May 2020 at 11:00am
(UK time) in the Presentation Suite, Millennium Bridge House, 2
Lambeth Hill, London EC4V 4AJ. Given the uncertainty around the
coronavirus ('COVID-19') situation, we intend to hold an AGM that
meets our legal obligations but no more. More details are provided
in our Notice of AGM which is available on our AGM Hub at
quilter.com/agm.
The table below shows the key dates for shareholders in respect
of the 2020 AGM.
Posting record Posting Last day Proxy date Record Date of
date date to trade for registered date to 2020 AGM
[1] holders attend
and vote
Holdings on Friday, 27 Wednesday, - Tuesday, Tuesday, Thursday,
the London March 2020 8 April 12 May 2020 12 May 14 May 2020
Stock Exchange 2020 at 11:00am 2020 at at 11:00am
(UK time) 6:30pm (UK time)
(UK time)
--------------- ----------- ------------ ---------------- ----------- -------------
Holdings on Friday, 27 Wednesday, Thursday, Tuesday, Tuesday, Thursday,
the Johannesburg March 2020 8 April 9 May 2020 12 May 2020 12 May 14 May 2020
Stock Exchange 2020 at 12:00pm 2020 at at 12:00pm
(SA time) 7:30pm (SA time)
(SA time)
--------------- ----------- ------------ ---------------- ----------- -------------
[1] Last Day to Trade is applicable only to holders on the
Johannesburg Stock Exchange. Holders can trade their shares up to
the close of business on this date and thereafter the register is
closed for the purposes of determining which holders are entitled
to vote in respect of the 2020 AGM.
Impact of the COVID-19 situation
Given the impact of the COVID-19 situation and the recently
announced closure of the postal services in South Africa, we
strongly urge shareholders to read the 2019 Annual Report available
on our website at quilter.com/annualreport and the Notice of AGM
available on our AGM Hub at quilter.com/agm.
We are working to release paper copies of the 2019 Annual Report
and the Notice of AGM into the postal system as soon as possible.
Given the announced closure of the postal services in South Africa,
the Company is currently investigating whether there are other
reasonable steps it can take to send to those materials to
shareholders on the Company's South African branch register who
have asked to receive them. In the meantime, in accordance with the
Company's Articles of Association, the Notice of AGM will be
advertised in a national newspaper in South Africa as well as being
made available on our AGM Hub at quilter.com/agm.
Also in accordance with the Company's Articles of Association,
the Notice of AGM will be posted to shareholders on the Company's
South African branch register if the postal services in South
Africa re-open at least six clear days before the AGM.
As noted above these documents are available on our website but
should shareholders have any questions on how to access these
documents, please contact the Company's Registrars using the
details below.
Market purchase of own shares
Pursuant to Listing Rule 12.4.4, in addition to renewing the
Company's existing authority to make market purchases of its own
shares, the Company announces that it intends to propose a
resolution at the 2020 AGM seeking authorisation to enter into
contingent purchase contracts with each of: (a) J.P. Morgan
Equities South Africa Proprietary Limited; and (b) Goldman Sachs
International. The commercial purpose of this authority is to
enable the Company to purchase up to a maximum of 189,981,045
ordinary shares of the Company which are currently listed on the
Johannesburg Stock Exchange (such maximum to be reduced by any
purchases made pursuant to any general authority of the Company to
make market purchases of its own shares).
Full details in respect of the proposed resolution are set out
in the Notice of AGM.
Additional information
The following information is extracted from the 2019 Annual
Report (page references are to pages in the 2019 Annual Report) and
should be read in conjunction with the Quilter plc 2019 Full Year
Results announcements issued on 11 March 2020. Both documents can
be found at quilter.com/investor-relations and together constitute
the material required by DTR 6.3.5 to be communicated to the media
in unedited full text through a Regulatory Information Service.
This material is not a substitute for reading the 2019 Annual
Report in full.
Principal risks and uncertainties
The Directors have carried out a robust assessment of the
emerging and principal risks facing the Group, and the presentation
of these has been reviewed, taking account of the recent FRC
guidance on the strategic report. Our principal risks and
uncertainties are described below, with our emerging risks
presented on the previous page. The articulation of the principal
risks and uncertainties is consistent with the Group's Enterprise
Risk Management ("ERM") framework categorisation and with the 'Top
Risk' reporting that is provided quarterly to the Board Risk
Committee and the Board. The Board requires management to put in
place actions to mitigate these risks and controls to maintain risk
exposures within acceptable levels defined by Quilter's risk
appetite. Regular monitoring and reporting of risks enables
continuous review and challenge of risks and actions.
Strategic and business risks
Strategic risk Key mitigants
Quilter's strategy is to be the leading * Strategic and business planning process
UK wealth manager with an advice-led
proposition. Should this strategy
not yield the anticipated benefits, * Business performance monitoring
as a result of inaccurate understanding
of target market and customer behaviours,
or as a result of failure to manage * Robust strategic initiative management
its new brand effectively, there
may be material adverse effect on
the Group's business, its financial * Brand management and brand monitoring arrangements
condition and its reputation.
Investment performance risk Key mitigants
Strong investment performance within * Investment strategy
Quilter Investors' fund management
proposition and within Quilter Cheviot's
discretionary fund management proposition * Investment performance management
are key to enable Quilter to meet
customer expectations and to grow
its customer * Investment risk monitoring
base, and funds under management.
During 2019, weaker short-term performance
of Quilter Investors' core fund range * Investment risk standards compliance arrangements
has been noted with a range of management
actions underway to support stronger
performance. Longer term underperformance
of core investment management propositions
could have a material effect on Quilter's
business, financial performance and
reputation.
Conflict of interest risk Key mitigants
Quilter's business model exposes * Conflicts of interest register and monitoring
it to potential and actual conflicts
of interest, including those which
result from Quilter's full-service * Conflicts identification and management training
distribution model. Any failure to
effectively manage conflicts of interest
between its businesses and between * Conflicts of interest policy compliance arrangements
Quilter and third parties could result
in regulatory sanction and resulting
reputational damage and consequential
impacts to the Group's business,
financial condition and reputation.
Advice and suitability risk Key mitigants
Quilter's financial advice and portfolio * Advice and portfolio management standards
management services are subject to
fundamental regulatory conduct requirements
to assure suitability of advisory * Suitability monitoring and oversight arrangements
recommendations and discretionary
portfolio management. Failure to
operate effective arrangements to * Extensive training arrangements for investment
support the delivery of suitable advisers and portfolio managers
advice and portfolio management,
including within recently acquired
advice businesses, could expose Quilter * Integration of advice firm acquisitions
to risks associated with customer
detriment, regulatory censure and
remediation programmes, and consequential
impacts to the Group's business,
financial condition and reputation.
Financial risks
Market risk Key mitigants
Quilter's principal revenue streams * Stress and scenario analysis
are asset-value related and as such
the Group is exposed to the condition
of global economic markets, and the * Strength of balance sheet
UK markets in particular. Continued
political uncertainty in the UK as
a result of the UK's decision to * Financial risk policies, standards and limits
leave the European Union continues
to result in market volatility. Volatility
in debt, equity and currency markets
may adversely impact customer investment
portfolios which in turn impacts
Quilter's ability to generate fee-based
revenue. Challenging market conditions
also impact investor and adviser
confidence and have the potential
to challenge Quilter's ability to
attract new NCCF from investors.
Operational risks
Third-party risk Key mitigants
Quilter procures certain services * In 2019 a Chief Procurement Officer was appointed to
from third parties, and this will develop Quilter's approach to third-party management
increase as the Platform Transformation
Programme concludes and results in
significant business process and * The Group's Third Party Risk Management Framework is
technology outsourcing to FNZ. If in place and is subject to ongoing enhancement
Quilter does not effectively oversee
its third-party providers, they do
not perform as anticipated, or Quilter * Third Party Risk Management Policy and standards
experiences technological or other compliance arrangements
problems with a third party, it may
not realise productivity improvements
or cost efficiencies and may experience
operational difficulties, increased
costs and loss of business, customer
detriment and damage to its reputation.
Information and technology risk Key mitigants
Quilter's business is highly dependent * A Group Technology Strategy is in place to deliver
on its technology infrastructure technology enhancements over a 2-3 year time horizon
and applications to perform necessary
business functions, including to
support the provision of services * Active systems monitoring and resilience plans
to customers. Some of the infrastructure
and applications are legacy in nature
and require replacement over the * IT policy suite and standards compliance arrangements
coming years, while multiple acquisitions
have extended and complicated the
technology estate. Failure to manage
technology risk could have a material
adverse impact on Quilter's business,
its resilience capabilities, financial
condition, operations and its reputation.
Information security risk Key mitigants
Quilter's business, by its nature, * Cyber threat defences and monitoring
requires it to store, retrieve, evaluate
and utilise customer and company
data and information, some of which * Data governance arrangements, including those
is highly sensitive. Quilter is subject relating to General Data Protection Regulation (GDPR)
to the risk of IT security breaches compliance
from parties with criminal or malicious
intent. Should Quilter's intrusion
detection and anti-penetration software * Information security policy and standards compliance
not anticipate, prevent or mitigate arrangements
a network failure or disruption,
it may have a material adverse effect
on Quilter's customers, business,
financial condition, operations,
and reputation.
People Risk Key mitigants
Quilter relies on its talent to deliver * Performance evaluation arrangements and related
its service to customers and to implement performance and risk adjusted remuneration
the broad range of strategic change arrangements
initiatives that are currently ongoing.
Failure to retain key staff or to
attract suitable talent may impact * Regular employee engagement surveys
the delivery of Quilter's strategy
and may have an adverse impact on
Quilter's business, its financial * Quilter's staff wellbeing initiative, 'Thrive'
and operational performance and its
delivery of service to customers.
Legal and regulatory risks
Regulatory risk Key mitigants
Quilter is subject to regulation * Compliance advice and monitoring programme
in the UK by the Prudential Regulation
Authority and the Financial Conduct
Authority; and by a range of regulators * Regulatory horizon scanning
internationally. Additionally, the
firm is subject to the privacy regulations
enforced by Information Commissioner's * Training and staff awareness programmes
Office and international equivalents.
Quilter faces risks associated with
compliance with these regulations * Compliance policy and standards compliance
and to changes in regulations or
regulatory focus or interpretation
in the markets in which Quilter operates.
Failure to manage regulatory compliance
effectively could result in regulatory
censure, including the possibility
of fines or prohibitions which could
impact business performance and reputation.
Financial crime risk Key mitigants
Quilter is subject to a range of * Mandatory staff training
financial crime laws and regulations
in each jurisdiction in which it
operates. This includes those relating * Range of specific controls including due diligence
to money laundering, terrorist financing, and sanctions screening
sanctions, bribery and corruption
and insider dealing. Relevant regulatory
and law enforcement agencies have * Financial crime policy and standards compliance
the ability to impose significant arrangements
censures for failures including the
possibility of fines or prohibitions
which could impact reputation and
business performance.
Legal risk Key mitigants
Quilter is exposed to legal disputes * Internal legal risk management arrangements
relating to its provision of services
to customers and its contracts with
its staff members and third parties; * Access to external counsel advice
as well as risks relating to adverse
changes to laws in the jurisdictions
in which it operates. Failure to * Liability insurance arrangements
adequately manage legal risk could
result in unmitigated legal costs
or penalties, impacting the Group's
business, financial condition and
reputation.
Statement of Directors' responsibilities in respect of the
Annual Report and Accounts and the financial statements
The Directors are responsible for preparing the Annual Report
and the Group and parent Company financial statements in accordance
with applicable law and regulations.
Company law requires the Directors to prepare Group and parent
Company financial statements for each financial year. Under that
law they are required to prepare the Group consolidated financial
statements in accordance with International Financial Reporting
Standards as adopted by the European Union ("IFRSs as adopted by
the EU") and applicable law and have elected to prepare the parent
Company financial statements on the same basis.
Under company law the Directors must not approve the financial
statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Group and parent Company and of
their profit or loss for that period. In preparing each of the
Group and parent Company financial statements, the Directors are
required to:
-- select suitable accounting policies and then apply them consistently;
-- make judgements and estimates that are reasonable, relevant and reliable;
-- state whether they have been prepared in accordance with IFRSs as adopted by the EU;
-- assess the Group and parent Company's ability to continue as
a going concern, disclosing, as applicable, matters related to
going concern; and
-- use the going concern basis of accounting unless they either
intend to liquidate the Group or the parent Company or to cease
operations, or have no realistic alternative but to do so.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the parent
Company's transactions and disclose with reasonable accuracy at any
time the financial position of the parent Company and enable them
to ensure that its financial statements comply with the Companies
Act 2006. They are responsible for such internal control as they
determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to
fraud or error, and have general responsibility for taking such
steps as are reasonably open to them to safeguard the assets of the
Group and to prevent and detect fraud and other irregularities.
Under applicable law and regulations, the Directors are also
responsible for preparing a Strategic Report, Directors' Report,
Directors' Remuneration Report and corporate governance statement
that complies with that law and those regulations.
The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
Company's website. Legislation in the UK governing the preparation
and dissemination of financial statements may differ from
legislation in other jurisdictions.
Responsibility statement of the Directors in respect of the
annual financial report
We confirm that to the best of our knowledge:
-- the financial statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair view
of the assets, liabilities, financial position and profit or loss
of the Company and the undertakings included in the consolidation
taken as a whole; and
-- the Strategic Report includes a fair review of the
development and performance of the business and the position of the
issuer and the undertakings included in the consolidation taken as
a whole, together with a description of the principal risks and
uncertainties that they face.
We consider the annual report and accounts, taken as a whole, is
fair, balanced and understandable and provides the information
necessary for shareholders to assess the Group's position and
performance, business model and strategy.
Signed on behalf of the Board.
Paul Feeney Mark Satchel
Chief Executive Officer Chief Financial Officer
11 March 2020
38: Related party transactions
In the normal course of business, the Group enters into
transactions with related parties. Loans to related parties are
conducted on an arm's length basis and are not material to the
Group's results. There were no transactions with related parties
during the current and prior year which had a material effect on
the results or financial position of the Group except for the
repayment of intercompany indebtedness with Old Mutual plc in 2018.
The nature of the related party transactions of the Group has not
changed over the course of the year.
38(a): Transactions with previous Parent company, Old Mutual
plc
In 2018 the Group incurred GBP3 million of interest expense in
relation to intercompany indebtedness with Old Mutual plc prior to
separation in June 2018.
38(b): Transactions with key management personnel, remuneration
and other compensation
Key management personnel are those persons having authority and
responsibility for planning, directing and controlling the
activities of the Group, directly or indirectly, including any
director (whether executive or otherwise) of the Group. Details of
the compensation paid to the Board of Directors as well as their
shareholdings in the Company are disclosed in the Remuneration
Report.
The summary of compensation of key management personnel is as
follows:
38(c): Key management personnel compensation
Year ended Year ended
31 December 2019 31 December 2018
GBP'000 GBP'000
------------------------------------------------ ------------------ ------------------
Salaries and other short-term employee
benefits 10,230 13,037
Post-employment benefits 131 100
Share-based payments 7,005 6,876
Termination benefits 2 346
------------------------------------------------ ------------------ ------------------
Total compensation of key management personnel 17,368 20,359
------------------------------------------------ ------------------ ------------------
38(d): Key management personnel transactions
Key management personnel and members of their close family have
undertaken transactions with the Group in the normal course of
business. The Group's products are available to all employees of
the Group on preferential staff terms. The impact of this on the
financial statements is immaterial. During the year ended 31
December 2019, key management personnel and their close family
members contributed GBP2 million (2018: GBP3 million) to Group
pensions, investments (in both internal and external funds) and
life insurance products. The total value of investments in Group
pensions and investment products by key management personnel
serving at any point during the year was GBP16 million (2018: GBP19
million) at the end of the year.
38(e): Associates
In the current and prior year, IT services were provided by 360
Dot Net Limited, an associate company. The impact on the financial
statements of the Group is immaterial.
38(f): Other related parties
Details of the Group's staff pension schemes are provided in
note 32. Transactions made between the Group and the Group's staff
pension schemes are made in the normal course of business.
The Group used the consulting services of Manchester Square
Partners LLP, a company which is jointly controlled by one of the
Group's non-executive directors. The transactions amounted to
GBP359,000 in 2019 (2018: GBP108,000). Amounts were billed based on
market rates for such services and were due and payable under
normal payment terms. The outstanding balance with Manchester
Square Partners LLP was GBP18,000 at 31 December 2019 (2018:
GBP18,000).
- ends -
Enquiries:
Investor Relations:
John-Paul Crutchley +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
Camarco
G eoffrey 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
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Shareholders on the South African Register
Link Market Services South Africa (PTY) Limited Email: investorenquiries@linkmarketservices.co.za
Tel: 086 140 0110/086 154 6566 (calling from South Africa)
Tel: +27 11 029 0251/+27 11 715 3000 (calling from overseas)
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About Quilter plc
Quilter plc is a leading wealth management business in the UK
and internationally, helping to create prosperity for the
generations of today and tomorrow.
Quilter plc oversees GBP110.4 billion in customer investments
(as at 31 December 2019).
It has an adviser and customer offering spanning: financial
advice; investment platforms; multi-asset investment solutions; and
discretionary fund management.
The business is comprised of two segments: Advice and Wealth
Management and Wealth Platforms.
Advice and Wealth Management encompasses the financial planning
businesses, Quilter Financial Planning, Quilter Private Client
Advisers and Quilter Financial Advisers; the discretionary fund
management business, Quilter Cheviot; and Quilter Investors, the
Multi-asset investment solutions business. Wealth Platforms
includes the Old Mutual Wealth UK Platform and Quilter
International.
Since its IPO in June 2018, the Group's businesses have progressively
re-branded to Quilter. The UK Platform will be the final business to
rebrand; this will follow the safe delivery of the new platform technology.
Descriptor for re-branded business units:
Previous New
Intrinsic Quilter Financial Planning
Old Mutual Wealth Private Client
Advisers Quilter Private Client Advisers
Quilter Investors Quilter Investors
Quilter Cheviot Quilter Cheviot
UK Platform Quilter Wealth Solutions
International Quilter International
-------------------------------------
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END
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