TIDMQLT
RNS Number : 0261U
Quilter PLC
23 March 2023
23 March 2023
Quilter plc
Annual Report and Accounts 2022 and Notice of Annual General
Meeting 2023
Quilter plc (the "Company") announces that copies of the
following documents have been submitted to the National Storage
Mechanism and will shortly be available for inspection at
http://data.fca.org.uk/#/nsm/nationalstoragemechanism:
1. Annual Report and Accounts 2022 (the "2022 Annual Report");
2. Notice of Annual General Meeting 2023 (the "Notice"); and
3. Forms of Proxy for the Annual General Meeting 2023.
These documents will be posted to shareholders on Tuesday 4
April 2023. The 2022 Annual Report is also available to view online
at plc.quilter.com/annualreport and the Notice is available online
at plc.quilter.com/gm.
Annual General Meeting
The Company's 2023 Annual General Meeting (the "2023 AGM") will
be held on Thursday 18 May 2023 at 11:00am (UK time) at Senator
House, 85 Queen Victoria Street, London EC4V 4AB. Please ensure you
check the GM Hub regularly for up to date information about our AGM
arrangements.
Key dates for shareholders
The table below shows the key dates for shareholders in respect
of the 2023 AGM.
Posting Posting Last day Proxy Record Date of
record date to trade date for date to 2023 AGM
date * registered attend
holders and vote
Holdings Friday Tuesday - Tuesday Tuesday Thursday
on the London 24 March 4 April 16 May 16 May 18 May
Stock Exchange 2023 2023 2023 at 2023 at 2023 at
11:00am 6:30pm 11:00am
(UK time) (UK time) (UK time)
---------- --------- ---------- ------------ ----------- -----------
Holdings Friday Tuesday Thursday Tuesday Tuesday Thursday
on the Johannesburg 24 March 4 April 11 May 16 May 16 May 18 May
Stock Exchange 2023 2023 2023 2023 at 2023 at 2023 at
12:00pm 7:30pm 12:00pm
(SA time) (SA time) (SA time)
---------- --------- ---------- ------------ ----------- -----------
* Last Day to Trade is applicable only to holders on the
Johannesburg Stock Exchange. Holders can trade their shares up to
the close of business on this date and thereafter the register is
closed for the purposes of determining which holders are entitled
to vote in respect of the 2023 AGM.
Market purchase of own shares
Pursuant to Listing Rule 12.4.4, in addition to renewing the
Company's existing authority to make market purchases of its own
shares, the Company announces that it intends to propose a
resolution at the 2023 AGM seeking authorisation to enter into
contingent purchase contracts with each of: (a) J.P. Morgan
Equities South Africa Proprietary Limited; and (b) Goldman Sachs
International. The commercial purpose of this authority is to
enable the Company to purchase up to a maximum of 140,410,550
ordinary shares of the Company which are currently listed on the
Johannesburg Stock Exchange (such maximum to be reduced by any
purchases made pursuant to any general authority of the Company to
make market purchases of its own shares).
Full details in respect of the proposed resolution are set out
in the Notice.
Additional information
The following information is extracted from the 2022 Annual
Report (page references are to pages in the 2022 Annual Report) and
should be read in conjunction with the Quilter plc 2022 Full Year
Results announcement issued on Wednesday 8 March 2023. Both
documents can be found at plc.quilter.com/investor-relations and
together constitute the material required by DTR 6.3.5 to be
communicated to the media in unedited full text through a
Regulatory Information Service. This material is not a substitute
for reading the 2022 Annual Report in full.
Principal risks and uncertainties
The Directors have carried out a robust assessment of the
principal and emerging risks facing Quilter, including those that
would threaten its business model, future performance, solvency and
liquidity, as well as those risks that are non-financial in nature.
The articulation of these principal risks and uncertainties is
consistent with Quilter's Enterprise Risk Framework categorisation,
and with the 'Top Risk' reporting that is provided quarterly to the
Board Risk Committee and Board.
The Board requires management to put in place actions to
mitigate these risks, and controls to maintain risk exposures
within acceptable levels defined by Quilter's risk appetite. Since
2021, improvements in the risk exposure associated with Information
Technology, Information Security, Change Execution, Third Party and
Operational Resilience has seen them removed from the table below.
The table below sets out Quilter's principal risks and
uncertainties, including Executive Committee member ownership and
key mitigants being implemented by management. The risk trend noted
is the residual risk trend (risk after the application of
mitigants) during 2022.
Business and strategic risks
Economic Risk owner 2022 risk Mitigation
environment Chief Financial trend 2022 activity:
Quilter's Officer Increasing * 2022 economic scenario testing at Group and
principal revenue subsidiary level.
streams are asset
value
related and as * Diversification of shareholder cash balances across
such Quilter bank accounts and money market funds to reduce credit
is exposed to the concentration risk.
condition
of global economic
markets.
The evolving Planned and ongoing
Ukraine conflict activity:
and increased * Stress and scenario analysis, including in respect of
political market shocks.
uncertainty in the
UK saw
significant market * Ongoing enhanced monitoring of market and liquidity
volatility risk exposures.
during 2022 and
this is
expected to
continue into
2023. Inflation
acted as a
significant
headwind to
Quilter, due
to rising costs,
and lower
NCCF
with the potential
that
higher interest
rates could
further impact
equity markets
and Quilter's
flows.
Inflationary
pressures are
expected
to start easing in
2023
but the pace and
timing
remains uncertain.
----------------- ------------ ----------------------------------------------------------------
Business financial Risk owner 2022 risk Mitigation
performance Chief Financial trend 2022 activity:
Any negative Officer Increasing * Implemented revised 2022 cost targets.
impact on
earnings, share
price and/or * Explore structural efficiencies that can be employed
capital position to deliver 2023 cost base and beyond.
could
have a resulting
adverse
effect on Planned and ongoing
Quilter's market activity:
credibility and * Continued monitoring of Key Risk Indicators relating
financial to liquidity, free cash and solvency positions.
standing.
Throughout 2022,
external economic
and market
conditions
remained
challenging,
and this impacted
flows,
AuMA and revenues.
The
economic and
political
outlook remains
uncertain
and ongoing
inflationary
pressures,
alongside
increasing
interest rates,
risk damaging
consumer
confidence
further as
cost-of-living
pressures
continue.
----------------- ------------ ----------------------------------------------------------------
Strategic delivery Risk owner 2022 risk Mitigation
The current stage Chief Executive trend 2022 activity:
of our Officer Increasing * Reprioritisation of the operating plan.
strategy brings
with it
continued * Development of customer proposition and points of
strategic differentiation.
execution
risk and the
challenging
external Planned and ongoing
conditions have activity:
led to an increase * Maintaining robust change discipline through a
in this comprehensive change framework and effective
risk over the governance structures.
year.
Improved
structural * Dependency and resource mapping, identifying and
efficiency retaining key capabilities .
will reduce
vulnerability
to short-term
market conditions
and enable
long-term
investment.
Customers place
their trust
in Quilter to help
deliver
their financial
futures,
and delivery of
good customer
outcomes in all of
Quilter's
client
propositions will
be key to the
success of
Quilter's next
phase.
----------------- ------------ ----------------------------------------------------------------
Climate strategy Risk owner 2022 risk Mitigation
Climate strategy Chief Executive trend 2022 activity:
risk is Officer Stable * Recruited a Head of Responsible Wealth Management.
the risk that
Quilter fails
to develop and * Began developing a detailed climate action strategy
deliver for the business which encompasses Scope 3 emissions.
the achievable,
coherent,
comprehensive and * Completed the requirements phase for 2022
robust TCFD-related disclosure deliverables.
long-term climate
strategy
needed to
appropriately Planned and ongoing
manage climate activity:
related * Develop requirements for 2023 TCFD-related
financial and
non-financial
risks (as set out disclosure deliverables.
in our * Complete a full risk assessment to ensure the climate
2022 Task Force on action strategy addresses any underlying risk
Climate-related factors.
Financial
Disclosures ("
TCFD report")),
meet regulatory
and other
stakeholder
expectations,
and fulfil our
strategic
ambition. This
could result
in reputational
damage,
the
potential for
regulatory
action, and/or
financial
impacts. Quilter
takes
its responsibility
to the
environment very
seriously,
and is determined
to play
its part in
reducing climate
impacts.
----------------- ------------ ----------------------------------------------------------------
Operational and regulatory risks
Advice Risk owner 2022 risk Mitigation
Quilter's Chief Executive trend 2022 activity:
financial advice Officer - Reducing * Conclusion of programme of work to enhance the
services are Quilter control environment that supports the delivery of
subject to Financial suitable advice in the Quilter Financial Planning
fundamental Planning business.
regulatory
conduct
requirements to * Defined benefit transfer advice remediation activity
assure is entering latter stages, with a small number of
suitability of residual cases being handled in compliance with the
advisory FCA's published section 404 compensation scheme.
recommendations.
Failure
to
operate effective Planned and ongoing
arrangements activity:
to support the * Ongoing control improvement programme transitioning
ongoing into business as usual activity.
delivery of
suitable advice
could expose * A programme of work designed to make doing business
Quilter to with us easier for customers and our advisers.
risks associated
with customer
detriment, * Automating wherever possible in support of a less
regulatory censure manual control environment.
and remediation
programmes,
with consequential
impacts
to the Group's
business,
financial
condition and
reputation.
Quilter continues
to build on
significant
improvements to
the control
environment over
the past
18 months, with an
improving
trend seen against
this
risk.
----------------- ------------ ----------------------------------------------------------------
People Risk owner 2022 risk Mitigation
Quilter relies on HR Director trend 2022 activity:
its talent Increasing * We Rise framework to support the delivery of
to deliver its Quilter's strategic objectives with agility and
service flexibility to adapt to the changing internal and
to customers. The external environment.
tight
labour market and
the cost-of-living
pressures are Planned and ongoing
continuing activity:
to drive some * Talent management and succession programme.
challenging
conditions for
employee * Performance and risk-adjusted remuneration
retention. Failure
to attract
and retain arrangements.
suitable talent * Regular employee engagement surveys.
may impact on the
delivery
of Quilter's * Quilter's staff wellbeing initiative, 'Thrive'.
strategy and
may have an
adverse impact * Coaching programme to support new teams coming
on Quilter's together as part of business transformation/ change.
business,
its financial and
operational
performance and
its delivery
of service to
customers.
----------------- ------------ ----------------------------------------------------------------
Regulatory Risk owner 2022 risk Mitigation
Quilter is subject Chief Risk trend 2022 activity:
to regulation Officer Stable * Plan defined for Consumer Duty implementation and
in the UK by the mobilisation of the programme.
PRA and
the FCA.
Additionally, * Implemented Appointed Representative regime changes.
the firm is
subject to
the privacy
regulations Planned and ongoing
enforced by the activity:
Information * Implement Consumer Duty requirements.
Commissioner's
Office and
international * Compliance monitoring programme.
equivalents.
Quilter faces
risks associated * Regulatory engagement management, and regulatory
with compliance horizon scanning.
with these
regulations
and to changes in * Staff training and staff awareness programmes.
regulations
or regulatory
focus or
interpretation in
the markets
in which Quilter
operates.
Failure to manage
regulatory
compliance
effectively
could result in
regulatory
censure, including
the
possibility of
fines or
prohibitions which
could
impact business
performance
and reputation.
----------------- ------------ ----------------------------------------------------------------
Statement of Directors' responsibilities in respect of the
Annual Report and the financial statements
The Directors are responsible for preparing the Annual Report
and the Group and Parent Company financial statements in accordance
with applicable law and regulations.
Company law requires the Directors to prepare Group and Parent
Company financial statements for each financial year. Under that
law, the Directors have prepared the Group financial statements in
accordance with UK-adopted international accounting standards and
the Parent Company financial statements in accordance with UK
Accounting Standards. Additionally, the FCA's Disclosure Guidance
and Transparency Rules require the Directors to prepare the Group
financial statements in accordance with international financial
reporting standards as adopted by the United Kingdom.
Under company law, the Directors must not approve the financial
statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Group and Parent Company and of
the profit or loss of the Group for that period. In preparing the
financial statements, the Directors are required to:
-- select suitable accounting policies and then apply them consistently;
-- state whether, for the Group and Company, applicable
UK-adopted international accounting standards have been followed,
subject to any material departures disclosed and explained in the
financial statements;
-- state whether, for the Parent Company, applicable UK
Accounting Standards have been followed, subject to any material
departures disclosed and explained in the financial statements;
-- make judgements and estimates that are reasonable and prudent; and
-- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Group and Parent
Company will continue in business.
The Directors are also responsible for safeguarding the assets
of the Group and Parent Company and hence for taking reasonable
steps for the prevention and detection of fraud and
irregularities.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Group's and the
Parent Company's transactions and disclose with reasonable accuracy
at any time the financial position of the Group and Parent Company
and enable them to ensure that the financial statements and the
Directors' Remuneration Report comply with the Companies Act
2006.
The Directors are responsible for the maintenance and integrity
of the Parent Company's website. Legislation in the United Kingdom
governing the preparation and dissemination of financial statements
may differ from legislation in other jurisdictions.
Responsibility statement of the Directors in respect of the
Annual Report and financial statements
We confirm that to the best of our knowledge:
-- the financial statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair view
of the assets, liabilities, financial position and profit or loss
of the Company and the undertakings included in the consolidation
taken as a whole; and
-- the Strategic Report includes a fair review of the
development and performance of the business and the position of the
issuer and the undertakings included in the consolidation taken as
a whole, together with a description of the principal risks and
uncertainties that they face.
We consider that the Annual Report, taken as a whole, is fair,
balanced and understandable and provides the information necessary
for shareholders to assess the Group's position and performance,
business model and strategy.
Signed on behalf of the Board
Steven Levin Mark Satchel
Chief Executive Officer Chief Financial Officer
8 March 2023
39: Related party transactions
In the normal course of business, the Group enters into
transactions with related parties. Loans to related parties are
conducted on an arm's length basis and are not material to the
Group's results. There were no transactions with related parties
during the current and prior year which had a material effect on
the results or financial position of the Group.
39(a): Transactions with key management personnel, remuneration
and other compensation
Key management personnel are those persons having authority and
responsibility for planning, directing and controlling the
activities of the Group, directly or indirectly, including any
director (whether executive or otherwise) of the Group. Details of
the compensation paid to the Board of Directors as well as their
shareholdings in the Company are disclosed in the Remuneration
Report.
39(a)(i): Key management personnel compensation
31 December 31 December
2022 2021
GBP'000 GBP'000
------------------------------------------------- ------------ ------------
Salaries and other short-term employee benefits 5,739 7,627
Post-employment benefits 25 43
Share-based payments 3,372 2,987
Total compensation of key management personnel 9,136 10,657
------------------------------------------------- ------------ ------------
39(a)(ii): Key management personnel transactions
Key management personnel and members of their close family have
undertaken transactions with the Group in the normal course of
business.
The Group's products are available to all employees of the Group
on preferential staff terms, the impact of which is immaterial to
the Group's financial statements. During the year ended 31 December
2022, key management personnel and their close family members
contributed GBP2 million (2021: GBP1 million) to Group pensions and
investments (in both internal and external funds). The total value
of investments in Group pensions and investment products by key
management personnel serving at any point during the year and their
close family members was GBP12 million at the end of the year
(2021: GBP12 million).
Qualifying third-party indemnity provisions (as defined by
section 234 of the Companies Act 2006) were in force during the
course of the financial year ended 31 December 2022 for the benefit
of the then Directors and, at the date of this report, are in force
for the benefit of the Directors in relation to certain losses and
liabilities which they may incur (or have incurred) in connection
with their duties, powers and office. In addition, the Company
maintains Directors' and Officers' Liability Insurance which gives
appropriate cover for legal action brought against its Directors
and Officers.
39(b): Associates
In the current and prior year, IT services were provided by 360
Dot Net Limited, an associate company. The relevant transactions
had no material impact on the financial statements of the
Group.
39(c): Other related parties
Details of the Group's staff pension schemes are provided in
note 33. Transactions made between the Group and the Group's staff
pension schemes are made in the normal course of business.
- ends -
Enquiries:
Investor Relations:
John-Paul Crutchley +44 (0)7741 385 251
Company Secretary:
Clare Barrett +44 (0)7741 384 512
----------------------
Press:
Tim Skelton-Smith +44 (0)7824 145 076
Camarco:
G eoffrey 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) Limited Email: investorenquiries@jseinvestorservices.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)
--------------------------------------------------------------------------------
About Quilter plc:
Quilter plc is a leading UK-centric wealth management business,
helping to create prosperity for the generations of today and
tomorrow.
Quilter oversees GBP99.6 billion in customer investments as at
31 December 2022.
It has an adviser and customer offering spanning: financial
advice, investment platforms, multi-asset investment solutions, and
discretionary fund management.
The business is comprised of two client-focused segments:
Affluent and High Net Worth.
Affluent encompasses the financial planning businesses, Quilter
Financial Planning, the Quilter Investment Platform and Quilter
Investors, the multi-asset investment solutions business.
High Net Worth includes the discretionary fund management
business, Quilter Cheviot, together with Quilter Private Client
Advisers.
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